The parties hereby irrevocably submit to the exclusive jurisdiction of any federal or state court located within the State of Colorado over any dispute arising out of or relating to this Agreement or any of the provisions contemplated hereby, and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action, or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereby consents to process being served by any party to this Agreement in any suit, action, or proceeding by delivery of a copy thereof in accordance with the provisions of Section 8.4. Notwithstanding the foregoing, the parties agree that, before either party may commence a lawsuit stating claims that arise out of or relate to (i) this Agreement, (ii) the Executive’s employment with the Company, and/or (iii) the termination of that employment (the “ Claims ”), the parties shall: (a)  provide written notification to the other party, in accordance with Section 8.4 of the Agreement, specifically articulating each potential Claim and the facts in support of each such Claim (the “ Notice ”); and (b) negotiate in good faith for a minimum of 30 days after delivery of the Notice, or such longer period as the parties may in agree in writing,  in order to attempt resolve the Claim(s) privately, amicably, and confidentially.  The obligation to negotiate in good faith shall include at least one mediation session held in Denver, Colorado before a neutral party who is a member of the Judicial Arbiter Group (JAG).  If the parties cannot agree to a neutral party who is a member of JAG within five business days after delivery of the Notice, the parties agree that JAG shall appoint a neutral party for the mediation.  Each party may consult with counsel in connection with such negotiations, including at or in connection with any mediation session.  If such negotiations do not result in a resolution, a party may commence a lawsuit stating only such Claim or Claims that were recited in the Notice and that have been subject to such good faith negotiations as required by this Section 8.8.  The Company shall not be required to comply with this Section 8.8 prior to seeking injunctive relief for actual or threatened breaches of the Executive’s obligations under Section 6, or for actual or threatened breaches of the Executive’s duty of loyalty, or for actual or threatened theft or misappropriation of Trade Secrets.