America Online 2010 Annual Report Download - page 217

competent jurisdiction or by an arbitrator or other adjudicator with jurisdiction to hear the matter (whether conferred by contract, statute, or otherwise) which
has rendered a final and binding decision; this includes, but is not limited to, liability for the Company arising from or based on any confidential or proprietary
information or trade secrets Employee has obtained from sources other than the Company and liability for the Company arising from or based on any non-
competition agreement that Employee has signed with any other business or entity.
8. Employment Obligations.
A. Company Property. All records, files, lists, including computer generated lists, drawings, documents, equipment, and similar items relating to
Company's business that Employee shall prepare or receive from Company shall remain Company's sole and exclusive property. Upon termination of this
Agreement, or upon Company's request, Employee shall promptly return to Company all property of Company in her possession. Employee further represents
that she will not copy, cause to be copied, print out, or cause to be printed out any software, documents, or other materials originating with or belonging to
Company. Employee additionally represents that, upon termination of her employment with Company, she will not retain in her possession any such software,
documents, or other materials.
B. Cooperation. Employee agrees that during her employment she shall, at the request of Company, render all assistance and perform all lawful acts
that Company considers necessary or advisable in connection with any litigation involving Company or any director, officer, employee, shareholder, agent,
representative, consultant, client, or vendor of Company.
9. Arbitration. Except as provided in paragraph 10.B. herein or as otherwise excluded herein, any dispute or controversy arising under or relating to this
Agreement and Employee's employment hereunder (whether based on contract or tort or other common law or upon any federal, state or local statute or
regulation, including, without limitation, claims of discrimination, harassment and retaliation under Title VII of the Civil Rights Act of 1964, the Americans
with Disabilities Act, the Age Discrimination in Employment Act and similar federal, state and local fair employment practices laws) shall, at the election of
either Employee or Company, be submitted to JAMS for resolution in arbitration in accordance with the then current rules and procedures of JAMS for
employment-related disputes. Either party shall make such election by delivering written notice thereof to the other party at any time (but not later than 30
days after such party receives notice of the commencement of any administrative or regulatory proceeding or the filing of any lawsuit relating to any such
dispute or controversy), and thereupon any such dispute or controversy shall be resolved only in accordance with the provisions of this paragraph 9. Any such
arbitration proceedings shall take place in New York, New York before a single arbitrator (rather than a panel of arbitrators), pursuant to any available
streamlined or expedited (rather than a comprehensive) arbitration process and in accordance with an arbitration process which, in the judgment of such
arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration for both parties. The resolution of any such dispute or
controversy by the arbitrator appointed in accordance with the procedures of JAMS shall be final and binding. Judgment upon the award rendered by such
arbitrator may be entered in any court having jurisdiction thereof, and the parties consent to the jurisdiction of the courts of New York for this purpose;
provided, however, the parties may agree after the commencement of a proceeding to hold the arbitration in another jurisdiction. If at the time any dispute or
controversy arises with respect to this Agreement JAMS is no longer providing arbitration services, then the American Arbitration Association shall be
substituted for JAMS for purposes of this paragraph 9, and the arbitration will be conducted in accordance with the then current AAA Employment
Arbitration Rules & Mediation Procedures.
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