What are the risks and benefits to X?

See the attached file.
X has been in business for 25 years. What are the risks and benefits of this venture?

AFFILIATION AGREEMENT BETWEEN Y COLLEGES, INC. AND X

This Affiliation Agreement (the "Agreement") is made and entered into this ¬¬¬_____ day of _________________, _______ between Y Colleges, Inc., a Virginia corporation with its principal place of business in Norfolk, Virginia ("Y"), and Five Star Culinary Institute, LLC, a single member limited liability Shop that has been formed by Y (the "Shop") on the one hand, and X, a Massachusetts corporation with its principal place of business in Massachusetts. on the other hand (individually the "Party", and collectively the "Parties").

Whereas, Y owns and operates several well established schools in the Southeast and desires to offer a culinary program primarily serving Southeastern Virginia and nearby States;

Whereas, Y has formed the Shop with the intention of becoming affiliated with a distinguished culinary institute to provide guidance and assistance with the establishment and operation of a culinary program (the "Culinary Program");

Whereas, X, a distinguished culinary institute, is engaged in the business of culinary arts education and producing graduates who are desired by food service employers because of the nature and quality of their training; and

Whereas, X desires to become affiliated with the Shop in accordance with the terms and conditions set forth below.

Now, therefore, in consideration of the mutual promises contained herein, the Parties, intending to be legally bound, hereby agree as follows:

Section 1. Establishment of the Culinary Program

(a) The Shop will secure facilities and equipment of suitable quality to operate the Culinary Program which will offer courses leading to the granting of an Associates Degree.
(b) X shall make available to the Shop educational standards, curriculum, related laboratory exercises, descriptions of the laboratory supplies needed, lists of educational materials or the materials themselves, and all other educational information necessary to set up and operate the Culinary Program.
(c) The Shop shall secure from city, state, federal and other licensing or approval agencies the requisite licenses, permits, approvals, accreditation etc., to operate the Culinary Program.
(d) X shall help evaluate and recommend for hire the educational leaders, faculty and staff of the Culinary Program who shall be the employees of the Shop.
(e) Y shall provide all of the support and assistance the Shop requires to operate the Culinary Program.
(f) The Shop shall seek and obtain the advice and consent of X with respect to the general education courses necessary for program integrity and approval by third parties.

Section 2. Affiliation Between Y, the Shop and X

(a) Y shall be the sole owner of the Shop, which in turn shall own and operate the Culinary Program.
(b) The name of the Culinary Program shall be agreed upon by all parties and contain an appropriate reference to the affiliation among the parties.
(c) The Shop shall recruit students, collect tuition, manage the distribution of financial aid provided by third parties including federal and state governments, and otherwise be responsible for all educational services outside the classrooms as well as the business aspects of the Culinary Program.
(d) The Shop, with input and guidance from X, shall develop an annual budget for the Culinary Program (the "Budget").
(e) The Budget shall reflect best estimates about the income and expenses for operating the Culinary Program.
(f) The Budget may be revised from time to time to reflect unanticipated enrollment discrepancies and operating expenses.
(g) Y and X may charge the Shop for expenditures included in the Budget with timely payment expected.

Section 3. Management

(a) The Culinary Program shall be managed by a management committee comprised of three (3) representatives from Y and three representatives from X. The management committee shall meet as often as needed and include, ex officio, key executives of both institutions.
(b) A program advisory committee composed of a majority of food service professionals shall be established to review the performance of the Culinary Program as well as the internship system, and issue reports to the management committee and others about overall performance.
(c) If any party wishes to terminate this Agreement, the terms proposed must allow for the completion of studies by currently enrolled students or their transfer to other programs as required in Section 18.
(d) If any Party is sold, this Agreement shall survive such transaction and
be continued by the buyer unless otherwise agreed to by all the interested entities.
(e) In case the parties cannot agree to terms, an arbitrator, as prescribed in Section
22, shall be appointed who shall have the authority to impose a final settlement.

Section 4. Culinary Program Development

(a) The development of the Culinary Program shall follow to the degree possible the critical path provided by X, which is attached hereto, with the goal that the first students in the Culinary Program shall matriculate in September, 2006.
(b) As stipulated in the critical path and agreed to by all parties, the Shop, with the advice and consent of X, shall authorize X to employ a program director who has the ability to do or oversee the tasks necessary to launch the Culinary Program.
(c) Once the program director has been hired, that individual, in consultation with representatives from both institutions, will refine the critical path with more detail and completion dates for the various tasks identified.
(d) That effort shall include the development of a budget for expenses prior to the opening of the program in September, 2006.
(e) The program director shall be subject to periodic review by Y and X.

Section 5. Facilities, Equipment and Supplies

(a) The Shop shall secure facilities and equipment, including classroom and office space, suitable for the agreed upon enrollment for the program and by a date that is mutually agreeable to the Parties.
(b) The Shop shall provide communication systems for program faculty, staff and administrators.
(c) The Shop shall maintain the equipment in a first class condition including the replacement of equipment as needed.
(d) X shall endeavor to negotiate special prices or donations with equipment manufacturers when new equipment is being considered for lease or purchase.
(e) Relationships with food vendors and other suppliers shall be established in the name of The Shop that will be expected to pay bills in a timely way.
(f) X shall advise The Shop about the price, quality, quantity and ordering of the supplies used in the Program.

Section 6. Accreditation and Licensure

(a) The Shop shall seek all required authorizations, licenses and permits necessary from the appropriate officials in the city, state and federal governments as well as accreditation from the Southern Association of Colleges and Schools.
(b) Nothing in the agreement or any component of the transaction contemplated herein, shall conflict with the terms of the authorizations, licenses, permits and accreditation for the Culinary Program.

Section 7. Relationship of the Parties to Personnel and Faculty

(a) In order to establish and maintain standards associated with X, the Shop shall employ a program director.
(b) All individuals working in the Culinary Program shall be the employees of he Shop.
(c) X shall interview, test and recommend to the Shop candidates to be hired for the program with the understanding that the Shop, as the owner of the program and, thereby, the party responsible for the final decisions, may accept or reject the recommendations.
(d) All faculty and staff hired under this agreement shall be subject to the employment regulations and laws of the Commonwealth of Virginia and the U.S. Government as well as the policies and procedures of the Shop.
(e) X shall be responsible for the professional and technical competence of the faculty and staff recommended for hire, and shall use its best efforts to recommend only those persons who, in its judgment, will be reliable and likely to perform satisfactorily the terms and conditions of their employment, and comply with applicable laws and regulations.
(f) The Shop shall provide the assistance needed to attract, hire and retain qualified applicants including advertising in suitable venues, receiving inquiries about employment, collecting resumes for review by the parties, assisting with visas and work permits, helping with moving arrangements, assisting with the orientation of new employees about work expectations and benefits, participating as needed in the regular review of each employee's performance, counseling employees when necessary, and participating in exit interviews as needed.

Section 8. Insurance

Each party shall obtain and maintain, at their respective sole costs and expense, any and all insurance of any type or nature whatsoever that the Shop and X mutually determine in writing is necessary to properly insure both the Shop and X from any and all claims related to the operation of the Shop and X and the Program.

Section 9. Financial Matters

(a) A separate bookkeeping system shall be set up by the Shop, and Y and X shall have access to all books and records related to the Culinary Program at all times.
(b) In consultation with X, the Shop shall establish annually the amount of tuition and fees (collectively the program revenue) to be charged. Also, in consultation with X, the Shop shall be responsible for the contracts and other agreements with students for the payment of tuition and fees. The Shop shall invoice all students and be solely responsible for the collection, deposit and safekeeping of funds, from whatever source derived.
(c) The Shop shall be responsible for the management of all financial aid including Title IV disbursements to the students, financial aid provided by other governments to students, and all other sources of aid from private sources. The Shop shall be responsible for adherence to all regulations and other policies governing the disbursement of such aid.
(d) The Shop shall be responsible for all expenses associated with the Culinary Program.
(e) A budget for the development of the Culinary Program prior to its start in September, 2006, shall be completed within ____days of the signing of this agreement.
(f) Each party shall be reimbursed for expenses associated with the operation of the Culinary Program in accordance with spending guidelines reflected in the budget.
(g) The fiscal year for the Culinary Program shall begin July 1 and end June 30. The Shop shall produce and distribute monthly financial statements that are acceptable to Y and X.
(i) Y shall make a $1 million capital contribution to the Shop and guarantee up to $1 million of Shop debt.
(j) The Shop agrees to pay X in accordance with the financial arrangements set forth below:

1. The Shop will compute its Net Cash Flow on the basis of the Shop's fiscal year ending each June 30.

2. Net Cash Flow shall be computed and the resulting payment shall be paid on or before September 30.

3. Net Cash Flow means the Shop's pre-tax net income for a fiscal year determined in accordance with generally accepted accounting principles, but reduced by any principal payments made with respect to Shop debt.

4. On or before each September 30 with respect to the prior fiscal year, the Shop shall pay to X the following percentages of the Shop's Net Cash Flow:

First $400,000 50%
Next $400,000 25%
Excess over $800,000 10%

Section 10. Covenants of Y and the Shop

(a) Provide, obtain procure and otherwise make available to the Culinary Program all facilities, equipment, furniture, office supplies and other materials necessary for the proper operation of the Culinary Program.
(b) Produce and distribute all program publications including a catalog and student and faculty handbooks.
(c) Recruit the number of students called for in the budget(s) developed for the Culinary Program.
(d) Provide, obtain and procure all books and other teaching materials for the Culinary Program and library. X shall provide the Shop with an initial list of books and other teaching materials that shall be procured before the start of the first class, and at least annually recommend additions to the library.
(e) Provide, obtain and procure all textbooks and other teaching materials for the faculty necessary for offering the Culinary Program.
(f) Directly invoice and bill all students, and be solely responsible for the actual collection, deposit, safekeeping all monies collected, from whatever source derived.
(g) Manage and account for program income and expenses as well as other bookkeeping and accounting requirements. Included in these responsibilities is the duty to make timely refunds, as prescribed by the Southern Association of Colleges and Schools, and any U.S. or foreign governmental bodies with jurisdiction over the Culinary Program and the Shop. The Shop shall allow X representatives full access to review all financial reports pertaining to the Culinary Program that are generated by and for the Shop.
(h) Maintain and oversee all student records, including all academic records, for the Culinary Program in accordance with generally accepted standards among post secondary institutions in the U.S.
(i) Arrange for room and transportation, if necessary, for students enrolled in the Culinary Program as well as emergency medical care when needed.
(j) Assist faculty and staff, if necessary, with realtors who can assist with housing for those moving to the area.
(k) Provide Shop employees with parking and access to campus facilities available to other Y employees.
(l) Provide students with academic assistance through a campus learning center or other suitable arrangements, and with personal counseling when needed.
(m) Track placement and employment of graduates and report the information to third parties if required.
(n) Assist X in the selection of food service operations in the area that shall provide internships for students.
(o) Assist X in the establishment of a Program Advisory Committee composed of a select group of food service operators in the area providing internships to students.
(p) Obtain all approvals, consents, licenses, and permits necessary for the operation of the Culinary Program.
(q) Represent the Culinary Program in all third party reviews of the Culinary Program and facilities.
(r) Provide all maintenance and upkeep of the Shop's facilities.
(s) Administer U.S. Department of Education and all other student aid monies according the U.S. laws and regulations as well as others that pertain.
(t) Provide human resource and other employee services for those recruited, hired, trained and working in the Culinary Program.

Section 11. Covenants of X

(a) Develop the Culinary Program using the standards that have been established for the school's Vermont campuses.
(b) Develop the courses and educational content of the courses in accordance with X standards. X, in consultation with the Shop, shall alter the number of courses and their content to reflect enrollment projections and other factors that can affect the Culinary Program's operation.
(c) Assist the Shop in the development and production of a handbook and catalog for students that shall include a description of the program with specific course titles. Such catalog and handbook, among other things, shall be used be used to recruit students.
(d) Assist the Shop, as needed, to obtain approval to establish and operate the Culinary Program from city officials, the Virginia Department of Education, the Southern Association of Colleges and Schools, and the U.S. Department of Education.
(e) Assist the Shop to hire a program director.
(f) Establish, in cooperation with the Shop, admissions standards and selection criteria for the program, and, with the Shop, administer those admissions standards as part of the recruitment and enrollment process.
(g) Test and otherwise evaluate prospective teachers, staff members and administrators being considered for employment in the Culinary Program.
(h) Orient, train and evaluate employees.
(i) In cooperation with the Shop, be responsible for class start lists, drops and other data required from the Shop about the Culinary Program by third parties.
(j) Develop internship arrangements for students and job placements upon completion of the Culinary Program.
(k) Be responsible, with assistance from the Shop, for the student academic records and other documents that make up a student file and transcript.
(l) Develop, maintain and provide to the Shop as needed program completion information and job placement data.
(m) Endorse and otherwise participate in the issuance of graduation diplomas, certificates and other records of completion bearing the name of the Culinary Program and reference to the parties. The form and substance of said certificates shall be mutually agreed to by the Parties.
(n) Be responsible, for providing or developing with the Shop all records regarding employees.
(o) In cooperation with the Shop, develop alumni services, including post graduation job placement services, when necessary.
(p) In cooperation with the Shop, develop procedures for processing student and faculty complaints and grievances.
(q) In cooperation with the Shop, collect and provide information requested by legal agencies and regulatory bodies.
(r) Establish, in cooperation with the Shop, a Program Advisory Committee.
(s) Respond, in cooperation with the Shop, to Program Advisory Committee reports and recommendations that include, among other things, commitments to improvements of the Culinary Program with specific timetables.
(t) Arrange for guest lecturers and other activities to supplement the educational activities of the Culinary Program.

Section 12. Geographic Restrictions.

The purpose of the Shop is to train students recruited from the Tidewater, Virginia region and nearby cities and states. It is not to compete with current programs or programs that may be established in the future that are operated by or otherwise affiliated with X in other parts of the country. The geographic area to be served by the Culinary Program includes Virginia, Pennsylvania, Ohio, North Carolina, South Carolina, Georgia, Washington, D.C., Maryland, Delaware and West Virginia. This restriction prohibits the Shop , as the owner of the Culinary Program, from advertising, creating a web site that portrays the Culinary Program as the same or similar to X's programs elsewhere, sending representatives to other geographic areas, or otherwise recruiting students outside the states specified above. X agrees that it shall not partner or otherwise affiliate with any other institution in the geographic area cited above. If the parties agree, the Culinary Program may be established at other locations within the geographic area.

Section 13. Advertising and Promotion

All advertising and promotion produced and/or disseminated by the Shop shall be reviewed and approved by the Parties, in writing, prior to use, and shall comply with the requirements of all regulatory bodies that have jurisdiction over the Culinary Program and/or the Parties.

Section 14. Intellectual Property

(a) Y and X acknowledge that the affiliation contemplated by this Agreement will necessarily result in the exchange of proprietary information and know how. Attached hereto is Exhibit A which contains a list of the specific proprietary information that will remain the sole and exclusive property of the party contributing such proprietary information (the "Protected Property"). Exhibit A will be amended each time that a party contributes proprietary information that it intends to constitute Protected Property, provided, however, no proprietary information shall become Protected Property unless and until it is described on Exhibit A with the consent of all parties to this Agreement.

(b) For as long as this Agreement is in effect, each party hereto grants to the other parties the non-exclusive, nontransferable use of the Protected Property. Notwithstanding the foregoing, X shall not grant permission for the use of the school's name, New England Culinary Institute, to any other educational institution or entity located in a state defined in Section 12 for the promotion of a competing educational program. To the extent that the Shop's permitted use of the school name set forth above includes the creation and distribution of advertisements, brochures and other promotional materials, whether in hard-copy or electronic format, all such permitted use shall be subject to X's written approval.

(c) Upon termination of this Agreement, all Protected Property shall returned to X or Y, as the case may be, or destroyed within one month of termination.

Section 15. Confidential Information

Each party to the Agreement will have access to certain proprietary and confidential information concerning the other Parties, including but not limited to manuals, publications, files, trade names, books and records. For the purposes of this agreement, all such information shall be deemed "Confidential Information" except as provided below. Y, the Shop and X agree to receive such information subject to the following terms and conditions:

(a) Any Party hereto that receives Confidential Information (the "Receiving Party") provided by the other Party (the "Disclosing Party") shall not, except as specifically provided for in this Agreement, directly or indirectly, disclose or make available to third parties, or use or exploit in its business, any Confidential Information, nor shall the Receiving Party cause or permit the same to be disclosed or made available or be used or exploited in the business of any entity that controls, is controlled by or is under common control with or with which it is affiliated.
(b) Y, the Shop and X shall protect the Confidential Information of the other Parties regardless of whether such information is marked as such; provided, however, that the Confidential Information shall not be subject to the restrictions contained herein to the extent that the Confidential Information (i) is deemed not be Confidential Information by the Disclosing Party; (ii) is or becomes available to the public in published literature from a source other than the Receiving Party before or during the term this Agreement; or (iii) is lawfully obtained by the Receiving Party from a third party or parties that did not require the Receiving Party to hold the Confidential Information, or any part thereof, directly or indirectly from the Disclosing Party under an obligation of confidence.
(c) Upon termination of this Agreement, all Confidential Information shall be returned to the appropriate Party. The obligations of this Section 15 shall survive the termination of this Agreement.

Section 16. Indemnification

(a) Y and the Shop agree to indemnify and hold X harmless of and from any and all claims, demands, liabilities, losses, damages, costs and expenses, including without limitation reasonable fees and disbursements of counsel, related to or arising directly or indirectly out of any of the following:
(i) any material inaccuracy in any representation or warranty of Y or the Shop or the failure of Y or the Shop to comply in any respect with any covenant, obligation or undertaking made by Y or the Shop in this agreement;
(ii) any liability or obligation arising from any and all obligations and
expenses of Y or the Shop with respect to the Culinary Program.
(b) X agrees to indemnify and hold Y and the Shop harmless of and from any and all claims, demands, liabilities, losses damages, costs and expenses, including without limitation, reasonable fees and disbursements of counsel, related to or arising directly or indirectly out of any of the following:
(i) any material inaccuracy in any representation or warranty of X or the failure of X to comply in any respect with any covenant, obligation or undertaking made by X under this agreement;
(ii) any liability or obligation arising from any and all obligation and
expenses of Y and the Shop with respect to the Culinary Program.

Section 17. Term and Termination

Except as set forth below, this Agreement shall be for a period of ten (10) years unless extended by mutual agreement of the Parties.

(a) X may terminate this Agreement at any time during this term, subject to the requirement that it provide the Shop with one hundred twenty (120) days notice of its intent to terminate, upon the occurrence of any of the following:
(1) upon breach of a violation of this Agreement by Y or the Shop and Y's or the Shop's failure to cure within sixty (60) days after written notice from X;
(2) upon a finding by SACS or any governmental regulatory agency that any of the term and conditions of the Agreement, or its implementation, violate accrediting commission standards or regulatory requirements;
(3) upon a finding by any court, arbitrator, governmental authority, bureau, agency, board or commission that this Agreement violates an existing regulation, legal requirement, contact, agreement or lease;
(4) failure to obtain or provide for the Culinary Program any of the facilities or equipment by the dates agreed upon by the Parties set forth in Section 5;
(5) in the event of a significant damage or loss to the Shop's facilities caused by a fire, hurricane, or other catastrophic event that results in the inability of the Program to operate, and the Shop is not able to rebuild, repair or secure other equivalent facilities (determined suitable by X) within sixty (60) days of the event which caused the damage or loss and make arrangements for temporary facilities to keep the student body intact during this sixty (60) day interim;

(b) Y and the Shop may terminate this agreement, subject to the requirement that it provide X with one hundred twenty (120) days notice of its intent to terminate, upon occurrence of any of the following:
(1) upon breach of a violation of this Agreement by X and X's failure to cure within sixty (60) days after written notice from the Shop;
(2) upon the finding of any governmental regulatory agency with jurisdiction over Y, that any of the terms and conditions of the Agreement, or its implementation, violate its regulations or requirements;
(3) upon a finding by any court, arbitrator, governmental authority, bureau, agency, board or commission that this Agreement violates an existing regulation, legal requirement, contract, agreement or lease;
(4) in the event of a significant damage or loss to the main school at X located in Montpelier, Vermont caused by a fire, hurricane or other catastrophic event that results in the inability of X to perform its obligations under this agreement for a period of longer than sixty (60) days from the event which caused the damage or loss;
(5) in the event of a significant damage or loss to the Shop's facilities caused by a fire, hurricane, or other catastrophic even that results in the inability of the Program to operate, and the Shop is not able to rebuild, repair or secure other equivalent facilities (determined suitable by X) within sixty (60) days of the event which caused the damage or loss and make arrangements for temporary facilities to keep the student body intact during this sixty (60) day interim.

Section 18. Teach Out Provisions for Students

In the event that this Agreement is terminated for any reason, students enrolled in the Culinary Program shall be permitted to transfer or complete their studies under conditions agreed to by the Parties, and all Parties shall work together to fulfill this contractual obligation.

Section 19. Five-Year Review

On the fifth anniversary of this Agreement, or shortly thereafter, the parties shall jointly conduct a qualitative review of the Culinary Program, and may, as a result of that review, adjust the parties' responsibilities and obligations under this Agreement by mutual agreement.

Section 20. Non-Competition

Y and the Shop hereby agree that, during the term of this Agreement, except in conjunction with X, or in accordance with an agreement to operate a culinary program that X approves, neither Y nor the Shop shall offer culinary arts courses, programs, or classes either in their own name or partnership or agreement with a third party.

Section 21. Notices

All notices, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given and delivered three (3) days after being sent via Federal Express or other private mail courier that provides overnight mail service in the United States, as follows:

If to X or Y:

Section 21. Miscellaneous

(a) No modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the Party consenting to any such modification or waiver or any of its rights hereunder.
(b) If any one or more of the terms, provisions, obligations of this Agreement shall be determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. If, moreover, any one or more of the provisions contained in this Agreement shall be determined by a court of competent jurisdiction to be excessively broad as to duration, geographical scope, activity or subject, it shall be reconstructed by limiting or reducing it, so as to be enforceable to the extent compatible with applicable law.
(c) This Agreement shall be construed in accordance with the laws of the Commonwealth of Virginia. Any dispute hereunder shall be adjudicated solely by a court of competent jurisdiction located in the Commonwealth of Virginia.
(d) This Agreement contains the complete understanding of the Parties and supercedes all prior agreements, whether written or oral, which relate to the subject matter hereof.
(e) This agreement is made by the Parties hereto and neither Party shall assign or transfer (including by way of merger) any rights, privileges or obligations hereunder without the written consent of the other Party hereto.
(f) Each of the Parties hereto agrees to cooperate and use their most diligent efforts to modify this Agreement and/or the Culinary Program to comply with the law, regulation or order of any applicable regulatory body.

Section 22. Arbitration

(a) In the event that there occurs any breach of this agreement, then the Party claiming such breach shall serve written notice upon the other setting forth specific details of such alleged breach. Within in ten (10) days after the date of such notice, which shall be given by certified mail, return receipt requested, the recipient shall respond in writing to the notice by either agreeing to cure the default as expeditiously as possible or by disputing the claimed default. If the claimed default is disputed, the Parties shall meet within five (5) days to further discuss the issue and attempt to reach a resolution. If no resolution is reached, then within five (5) days of impasse, each Party shall choose one (1) arbiter, and these arbiters shall choose a third (3rd) arbiter within a second period of ten (10) days. The third arbiter, acting alone, shall apply the then current appropriate rules of the American Arbitration Association ("AAA") and {insert appropriate citation for Virginia law governing arbitration}. The Arbiter may make awards, including a determination of liability for Attorney's fees, arbitration costs and compensation to arbiters. His/Her decision shall bind the Parties and may be entered as a judgment under applicable arbitration laws in the Commonwealth of Virginia. The foregoing procedures may be invoked by either Party in the event of a dispute between the Parties hereto which does not or may not constitute a breach of this agreement.
(b) THE PARTIES UNDERSTAND THAT THIS CONTRACT CONTAINS AN AGREEMENT TO ARBITRATE. AFTER SIGNING THIS DOCUMENT, THE PARTIES UNDERSTAND THAT THEY WILL NOT BE ABLE TO BRING A LAWSUIT CONCERNING ANY DISPUTE THAT MAY ARISE WHICH IS COVERED BY THE ARBITRATION AGREEMENT, UNLESS IT INVOLVES A QUESTION OF CONSTITTUIONAL OR CIVIL RIGHTS. INSTEAD, THE PARTIES AGREE TO SUBMIT ANY SUCH DISPUTE TO AN IMPARTIAL ARBITER AS DESCRIBED IN SECTION 22(a) ABOVE.