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200405934 23.3.1 In the event of a dispute between the Owner and SIGNATURE or SIGNATURE and any other person or entity in which Trade Contractor's Work is at issue, SIGNATURE may join Trade Contractor into any proceeding in which such dispute is pending. 23.3.2 In the event SIGNATURE selects arbitration, the award of the arbitrators shall be final and binding, and judgment upon the award may be entered in any court having jurisdiction thereof. The Arbitrator(s) shall follow the law. The Arbitrator(s) shall have no jurisdiction to hear claims for or award punitive damages. 23.3.3 In the event the matter is submitted to a court, SIGNATURE and Trade Contractor hereby waive their right to trial by jury and agree that neither of them will request trial by jury in any such litigation. 23.4 Limitation of Issues: The Trade Contractor acknowledges that should a dispute proceed pursuant to this Section, then the only issues that the Trade Contractor may raise in such proceedings are those that were specifically included in its written claim submitted in accordance with Section 23.2. Failure to specifically describe an issue in the written claim within the time limits provided constitutes a waiver of that claim and shall preclude the Trade Contractor from raising such claim in any court or arbitration proceeding. Should any dispute between SIGNATURE and the Trade Contractor proceed to arbitration or to court, the prevailing party shall be awarded all of its attorney's fees, disbursements or costs as defined in Section 23.2 incurred in connection with the prosecution or defense of the dispute. In the event of offsetting awards, attorney fees, disbursements and costs shall be awarded in the discretion of the tier of fact. Pending final resolution of any dispute, the Trade Contractor shall continue to fulfill all of its obligations under this Trade Contract. SECTION 24 Miscellaneous Provisions 24.1 Invalidity of any Provision: If any part of the Trade Contract is declared invalid by a court of competent jurisdiction or by a valid arbitration proceeding, the part held invalid shall not in any manner affect the validity of the remaining parts of the Trade Contract and all such remaining parts shall be held to be the full agreement of the parties. 24.2 Neutral Interpretation: The form of Trade Contract has been prepared initially by SIGNATURE. However, in the event of any dispute over its meaning or application, the Trade Contract shall be interpreted fairly and reasonably and neither more strongly for, nor more strongly against, either party. 24.3 Successors and Assigns: The Trade Contract shall be binding upon and inure to the benefit of the parties and their successors and assigns. 24.4 Relationships: Except as expressly provided herein, nothing contained in this Trade Contract shall create any contractual or third party beneficiary relationship between any parties other than SIGNATURE and Trade Contractor 24.5 No Oral Modifications: This Trade Contract may be amended only by a written document signed by authorized persons on behalf of SIGNATURE and Trade Contractor. 24.6 Merger of Previous Proposals into this Trade Contract: All previous proposals, promises and understandings relating to the subject matter of this Trade Contract, whether written or oral, are null and void and have been replaced by the terms and conditions contained in this Trade Contract. 24.7 Captions: The captions in this Trade Contract are for convenience only and are not a part of this Trade Contract. 24.8 Waiver: The waiver by SIGNATURE of any breach or default of this Trade Contract by Trade Contractor shall not be construed as a waiver of any other breach or default of the same or any other terms or conditions of this Trade Contract. Forbearance from demanding strict compliance with any term or provision of this Trade Contract shall not operate as a waiver and shall not prevent SIGNATURE from subsequently demanding strict compliance therewith. 24.9 Prohibition on Assignment or Transfer: Trade Contractor shall not assign this Trade Contract or any payments due or to become due thereunder without SIGNATURE's written consent. Any assignment without SIGNATURE's Initial j 1� I 20