Under the Annex Brands agreement, what rules govern the arbitration process?

is Agreement.

Except as provided in the previous sentence, any and all controversies, disputes or claims between Franchisor (and/or its subsidiaries and affiliates, and their respective shareholders, officers, directors, agents, employees and attorneys in their representative capacity, if applicable) and Franchisee (and/or its owners, guarantors and employees, if applicable) arising out of or related to:

• 1. this Agreement or any other agreement between the parties or any provision of such agreements;
  • 1. the relationship of the parties hereto;
• 1. the validity of this Agreement or any other agreement between the parties or any provision of such agreements;
• 1. any specification, standard or procedure relating to the establishment or operation of the Center;
  • 1. a request for monetary relief concerning any lease of real estate; and/or
• 1. enforcement of and/or relief under any provision in Sections 15 and 16 of this Agreement, including any claims for loss of goodwill and related damages

will be submitted to the American Arbitration Association for arbitration, as the parties' sole and exclusive remedy, on demand of either party. The arbitration will take place in person in San Diego, California and, except as otherwise provided in this Agreement, will be conducted by 1 arbitrator in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association, including the Optional Rules for Emergency Measures of Protection of the American Arbitration Association. All matters within the scope of the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) will be governed by that Act. All other matters related to the Franchise, this Agreement and the relationship between Franchisor and Franchisee will be governed by: the laws of California to the extent that the matters are within the scope of such laws, except the in-term and post-term covenants found in Subsection 16.D of this Agreement, which will be governed by the law of the jurisdiction in which the Center is located; and the franchise or business opportunity registration, disclosure or relationship laws of other jurisdictions to the extent that the matters are within the scope of such laws.

The Arbitrator will have the right to award or include in his, her or their award any relief which he, she or they deems proper in the circumstances, including money damages (with interest on unpaid amounts from the date due), specific performance, injunctive relief, sanctions, and attorneys' fees and costs, provided that the Arbitrator will not have the authority to award exemplary or punitive damages. The award and decision of the Arbitrator will be conclusive and binding upon all parties hereto and judgment upon the award may be entered in any court of competent jurisdiction. Each party waives any right to contest the validity or enforceability of such award. The parties further agree that, in connection with any such arbitration proceeding, each will submit or file any claim which would constitute a compulsory counterclaim (as defined by Rule 13 of the Federal Rules of Civil Procedure) within the same proceeding as the claim to which it relates. Any such claim which is not submitted or filed within the aforementioned time period will be barred.

Franchisor and Franchisee agree that arbitration will be conducted on an individual, not a class-wide basis and that an arbitration proceeding between Franchisor and Franchisee will not be consolidated with any other arbitration proceeding involving Franchisor and any other person, corporation or partnership.

This provision will continue in full force and effect subsequent to and notwithstanding any transfer, mutual rescission, or the expiration, termination, or non-renewal of the Franchise.

• I. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire understanding and agreement of the parties as to its subject matter, superseding all prior written or oral understandings and agreements of the parties concerning its subject matter, except the representations made to you in our Franchise Disclosure Document (including its exhibits and any updates or amendments). Except as otherwise specified in this Agreement, this Agreement may not be modified except in a written agreement of at least equal formality signed by the parties. No interpretation, change, termination or waiver of any provision of this Agreement, and no consent or approval hereunder, will be binding upon the other party or effective unless in writing signed by Franchisee and an authorized representative of Franchisor, except that a waiver needs to be signed only by the party waiving. The terms and conditions of this Agreement are binding on the parties, and on their heirs, executors, administrators, successors and assigns.
• J. LIMITATION OF CLAIMS.

Source: Item 22 — Contracts (FDD pages 109–110)