What is the relationship between mediation and arbitration in the Kitchen Solvers dispute resolution process?

on time, unnecessary expense and wasted resources potentially associated with litigation and/or arbitration, and in the spirit of cooperation, the parties pledge to try to resolve any dispute amicably, without litigation or arbitration. Other than an action by us under Section 13.A.3 or 13.B of this Agreement, before beginning any legal action or arbitration, the parties agree to mediate any dispute, controversy or claim between you and/or any of your owners, affiliates, officers, directors, shareholders, guarantors, employees, owners or members (each a "Franchisee Related Party"), on the one hand, and us, and/or any of our affiliates, officers, directors, shareholders, members, guarantors, employees, representatives, independent contractors or owners (each a "Franchisor Related

Party"), on the other hand, including, without limitation, in connection with any dispute, controversy or claim arising under, out of, in connection with or in relation to: (a) this Agreement; (b) any lease or sublease for your Franchised Business; (c) any loan or other finance arrangement between us and our affiliates and you; (d) the parties' relationship; (e) events occurring prior to the entry into this Agreement; (f) the Business; or (g) any System standard, in accordance with the procedures set forth in this Section 13.A.1, inclusive of all subparts. Good faith participation in these procedures to the greatest extent reasonably possible, despite lack of cooperation by one or more of the other parties, is a precondition to initiating any arbitration or legal action, including any action to interpret or enforce this Agreement. The Mediation shall be conducted in accordance with the following provisions:

• a. Initiation Procedure. The party seeking mediation (the "Initiating Party") must commence mediation by sending the other party/parties a written notice of its request for mediation (the "Dispute Notice"). The Dispute Notice will specify, to the fullest extent possible, the nature of the dispute, the Initiating Party's version of the facts surrounding the dispute, the amount of damages, and the nature of any injunctive or other relief such party claims, and must identify one or more persons with authority to settle the dispute for the Initiating Party.
• b. Direct Negotiations. Upon receipt of a Dispute Notice, the parties will endeavor, in good faith, to resolve the dispute outlined in the Dispute Notice. If the parties have been unable to resolve any such dispute(s) outlined in a Dispute Notice within twenty (20) days after the issuance of the Dispute Notice, either party may initiate a mediation procedure in accordance with the American Arbitration Association ("AAA"), pursuant to its Commercial Mediation Procedures, and unless otherwise agreed by the parties will take place in the city and state in which our then-current headquarters are located, currently, La Crosse, Wisconsin.
• c. Selection of the Mediator. If the parties cannot mutually agree upon a mediator, the parties shall submit to one another written lists of acceptable mediators who are not associated with either of the parties. Each party must rank all the mediators in numerical order of preference and exchange the rankings. If one or more names are on both lists, the highest ranking one of these will be designated the mediator.
• d. Time and Place for Mediation. In consultation with the parties, the mediator shall promptly designate a mutually acceptable time and place (located in the city and state in which our then-current headquarters are located, currently La Crosse, Wisconsin) for the mediation. Unless the circumstances make it impossible, the time may not be later than thirty (30) days after the selection of the mediator.
• e. Exchange of Information. If either party to this Agreement believes he, she, or it needs information in the possession of another party to this Agreement to prepare for the mediation, all parties must attempt in good faith to agree on procedures for an exchange of information, with the help of the mediator if required.
• f. Summary of Views. At least seven (7) days before the first scheduled mediation session, each party must deliver to the mediator and to the other party a concise

written summary of its views on the matter in dispute and on any other matters that the mediator asks them to include.

Source: Item 22 — Contracts (FDD page 49)