to Arbitrate shall contain a concise description of the matter submitted for arbitration. 39.2 The Parties hereto shall within ten (10) business days of receipt of the Notice to Arbitrate jointly appoint a single arbitrator. If the Parties fail to appoint an arbitrator who shall jointly select a third arbitrator within ten (10) days, failing which same shall be designated by the President of the Arbitrators' Institute of Canada Inc. upon the request of either Party. 39.3 The arbitration shall take place in the Municipality of Metropolitan Toronto and shall be governed by the provisions of the Arbitration Act. 39.4 The determination of the arbitrator shall be in writing and shall be final and binding upon the Parties hereto. 39.5 The cost of the arbitration shall be borne by the Parties hereto equally. 39.6 Submission to the arbitration under this Article shall be a condition precedent to the bringing of any action with respect to this Agreement. 40.1 LANGUAGE 40.1 The Parties have expressly requested that this Agreement be written in the English language. Les Parties ont specifiquement requis que la presente entente soit redigee en langue anglaise. 19 - 19 - 41.0 REPUTATION 41.1 In the event a Party has committed or shall commit any material act, or has or does become involved in any material situation or occurrence bringing either Party into public disrepute, contempt, scandal or ridicule, or shocking, insulting or offending potential customers of either Party or any racial, religious or ethnic, age or gender group, or reflecting unfavourably on either Party's reputation or their products or services, then the other Party may terminate this Agreement upon giving such notice as it deems appropriate. The non-offending Party's decision on such matter arising hereunder shall be based on its judgment as to whether or not the act