Exclusive Jurisdiction. The parties agree that all disputes arising among them related to this OEM Agreement, whether arising in contract, tort, equity or otherwise, which for any reason are not subject to binding arbitration as provided in [section 13.3] above, shall be resolved only in the United States Federal Courts in the Northern District of California or California State Courts located in Santa Clara County, California. Each party hereby waives any disputes it may have with respect to proper venue.

Arbitration of Disputes. Any dispute, claim or controversy arising out of or relating to this OEM Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this OEM Agreement to arbitrate, shall be determined by arbitration in Santa Clara County, California before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. The arbitrator may allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party. Nothing in this OEM Agreement will be deemed as preventing either party from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the parties and the subject matter of the dispute as is necessary to protect either party’s name, proprietary information, trade secrets, know-how, or any other intellectual property rights. Because both parties to this OEM Agreement have had the opportunity to negotiate individual provisions of this OEM Agreement, the parties agree that any arbitrator or court shall not construe any ambiguity that may exist in this OEM Agreement against a party on the basis of that party having drafted the OEM Agreement.