Common use of CONTRACT DISPUTE RESOLUTION Clause in Contracts

CONTRACT DISPUTE RESOLUTION. In the event of a dispute between the parties under the Contract, whether with respect to the interpretation of any provision of the Contract, or with respect to the performance of either party thereto, except for breach of Contractor’s intellectual property rights, each party shall reserve the right to appoint a representative to meet for the purpose of endeavoring to resolve such dispute or negotiate for an adjustment to such provision. Contractor shall continue without delay to carry out all its responsibilities under the Contract, which are not affected by the dispute. Should Contractor fail to perform its responsibilities under the Contract that are not affected by the dispute without delay, the Department reserves the right to pursue recovery of any and all additional costs incurred by the Department as a result of such failure to proceed. Any costs incurred by the Contractor shall be borne by the Contractor and the Contractor shall not make any claim against the Department for such costs. The Department’s non-payment of fees in breach of the Contract that are overdue by sixty (60) calendar days is a dispute that will always be considered to affect Contractor’s responsibilities. No legal action of any kind, except for the seeking of equitable relief in the case of the public’s health, safety or welfare, may begin in regard to the dispute until this dispute resolution procedure has been elevated to the Contractor’s highest executive authority and the equivalent executive authority within the Department, and either of the representatives in good faith concludes, after a good faith attempt to resolve the dispute, that amicable resolution through continued negotiation of the matter at issue does not appear likely. The party believing itself aggrieved (the “Invoking Party”) shall call for progressive management involvement in the dispute negotiation by delivering written notice to the other party. Such notice shall be without prejudice to the Invoking Party’s right to any other remedy permitted by the Contract. After such notice, the parties shall use all reasonable efforts to arrange personal meetings and/or telephone conferences as needed, at mutually convenient times and places, between authorized negotiators for the parties at the following successive management levels, each of which shall have a period of allotted time as specified below in which to attempt to resolve the dispute: Level Contractor The Department Allotted Time First Level 1 entity Level 1 entity 20 business days Second Level 2 entity Level 2 entity 30 business days The allotted time for the First Level negotiations shall begin on the date the Invoking Party’s notice is received by the other party. Subsequent allotted time is the number of days from the date that the Invoking Party’s notice was originally received by the other party. If the Second Level parties cannot resolve the issue within thirty (30) business days of the Invoking Party’s original notice, then the issue shall be designated as a dispute at the discretion of the Invoking Party and, if so, shall be resolved in accordance with the appropriate Sections herein. The allotted time periods above are in addition to those periods for a party to cure provided elsewhere herein or in the Contract, and do not apply to claims for equitable relief (e.g., injunction to prevent disclosure of Confidential Information). The Department may withhold payments on disputed items pending resolution of the dispute.

CONTRACT DISPUTE RESOLUTION. In the event of a any dispute or disagreement between the parties under the this Contract, whether with respect to the interpretation of any provision of the this Contract, or with respect to the performance of either party theretohereto, except for breach of Contractor’s intellectual property rights, each party shall reserve the right to appoint a representative to meet for the purpose of endeavoring to resolve such dispute or negotiate for an and adjustment to such provision. Contractor shall continue without delay to carry out all its responsibilities under the Contract, this Contract which are not affected by the dispute. Should Contractor fail to perform its responsibilities under the this Contract that are not affected by the dispute without delay, the Department reserves the right to pursue recovery of any and all additional costs incurred by the Department Contractor and ETF as a result of such failure to proceed. Any costs incurred by the Contractor proceed shall be borne by the Contractor and the Contractor shall not make any claim against the Department ETF for such costs. The DepartmentETF’s non-payment of fees in breach of the this Contract that are overdue by sixty (60) calendar days is a dispute that will always be considered to affect Contractor’s responsibilities. No legal action of any kind, except for the seeking of equitable relief in the case of the public’s health, safety or welfare, may begin in regard to the dispute until this dispute resolution procedure has been elevated to the Contractor’s highest executive authority and the equivalent executive authority within the Department, and either of the representatives in good faith concludes, after a good faith attempt to resolve the dispute, that amicable resolution through continued negotiation of the matter at issue does not appear likely. The party believing itself aggrieved (the “Invoking Party”) shall call for progressive management involvement in the dispute negotiation by delivering written notice to the other party. Such notice shall be without prejudice to the Invoking Party’s right to any other remedy permitted by the this Contract. After such notice, the parties shall use all reasonable efforts to arrange personal meetings and/or telephone conferences as needed, at mutually convenient times and places, between authorized negotiators for the parties at the following successive management levels, each of which shall have a period of allotted time as specified below in which to attempt to resolve the dispute: Level Contractor The Department Allotted Time First Level 1 entity Deputy Office Director 10 Business Days Second Xxxxx 0 entity Office Director 20 Business Days Third Level 1 3 entity 20 business days Second Level 2 entity Level 2 entity Secretary 30 business days Business Days The allotted time for the First Level negotiations shall begin on the date the Invoking Party’s notice is received by the other party. Subsequent allotted time is the number of days from the date that the Invoking Party’s notice was originally received by the other party. If the Second Third Level parties cannot resolve the issue within thirty (30) business days of the Invoking Party’s original notice, then the issue shall be designated as a dispute at the discretion of the Invoking Party and, if so, shall be resolved in accordance with the appropriate Sections hereinsection below. The allotted time periods above herein are in addition to those periods for a party to cure provided elsewhere herein or in the this Contract, and do not apply to claims for equitable relief (e.g., injunction to prevent disclosure of Confidential Information). The Department may withhold payments on disputed items pending resolution of the dispute.

CONTRACT DISPUTE RESOLUTION. In the event of a any dispute or disagreement between the parties under the this Contract, whether with respect to the interpretation of any provision of the this Contract, or with respect to the performance of either party theretohereto, except for breach of Contractor’s intellectual property rights, each party shall reserve the right to appoint a representative to meet for the purpose of endeavoring to resolve such dispute or negotiate for an and adjustment to such provision. Contractor shall continue without delay to carry out all its responsibilities under the Contract, which are not affected by the dispute. Should Contractor fail to perform its responsibilities under the Contract that are not affected by the dispute without delay, the Department reserves the right to pursue recovery of any and all additional costs incurred by the Department as a result of such failure to proceed. Any costs incurred by the Contractor shall be borne by the Contractor and the Contractor shall not make any claim against the Department for such costs. The Department’s non-payment of fees in breach of the Contract that are overdue by sixty (60) calendar days is a dispute that will always be considered to affect Contractor’s responsibilities. No legal action of any kind, except for the seeking of equitable relief in the case of the public’s health, safety or welfare, may begin in regard to the dispute until this dispute resolution procedure has been elevated to the Contractor’s highest executive authority and the equivalent executive authority within the Department, and either of the representatives in good faith concludes, after a good faith attempt to resolve the dispute, that amicable resolution through continued negotiation of the matter at issue does not appear likely. The party believing itself aggrieved (the “Invoking Party”) shall call for progressive management involvement in the dispute negotiation by delivering written notice to the other party. Such notice shall be without prejudice to the Invoking Party’s right to any other remedy permitted by the this Contract. After such notice, the parties shall use all reasonable efforts to arrange personal meetings and/or telephone conferences as needed, at mutually convenient times and places, between authorized negotiators for the parties at the following successive management levels, each of which shall have a period of allotted time as specified below in which to attempt to resolve the dispute: Level Contractor The Department Allotted Time First Level 1 entity Deputy Office Director 10 Business Days Second Xxxxx 0 entity Office Director 20 Business Days Third Level 1 3 entity 20 business days Second Level 2 entity Level 2 entity Secretary 30 business days Business Days The allotted time for the First Level negotiations shall begin on the date the Invoking Party’s notice is received by the other party. Subsequent allotted time is the number of days from the date that the Invoking Party’s notice was originally received by the other party. If the Second Third Level parties cannot resolve the issue within thirty (30) business days of the Invoking Party’s original notice, then the issue shall be designated as a dispute at the discretion of the Invoking Party and, if so, shall be resolved in accordance with the appropriate Sections hereinsection below. The allotted time periods above herein are in addition to those periods for a party to cure provided elsewhere herein or in the this Contract, and do not apply to claims for equitable relief (e.g., injunction to prevent disclosure of Confidential Information). The Department may withhold payments on disputed items pending resolution of the dispute.

CONTRACT DISPUTE RESOLUTION. In the event of a dispute between the parties under the Contract, whether with respect to the interpretation of any provision of the Contract, or with respect to the performance of either party thereto, except for breach of Contractor’s intellectual property rights, each party shall reserve the right to appoint a representative to meet for the purpose of endeavoring to resolve such dispute or negotiate for an adjustment to such provision. Contractor shall continue without delay to carry out all its responsibilities under the Contract, which are not affected by the dispute. Should Contractor fail to perform its responsibilities under the Contract that are not affected by the dispute without delay, the Department reserves the right to pursue recovery of any and all additional costs incurred by the Department as a result of such failure to proceed. Any costs incurred by the Contractor shall be borne by the Contractor and the Contractor shall not make any claim against the Department for such costs. The Department’s non-payment of fees in breach of the Contract that are overdue by sixty (60) calendar days is a dispute that will always be considered to affect Contractor’s responsibilities. No legal action of any kind, except for the seeking of equitable relief in the case of the public’s health, safety or welfare, may begin in regard to the dispute until this dispute resolution procedure has been elevated to the Contractor’s highest executive authority and the equivalent executive authority within the Department, and either of the representatives in good faith concludes, after a good faith attempt to resolve the dispute, that amicable resolution through continued negotiation of the matter at issue does not appear likely. The party believing itself aggrieved (the “Invoking Party”) shall call for progressive management involvement in the dispute negotiation by delivering written notice to the other party. Such notice shall be without prejudice to the Invoking Party’s right to any other remedy permitted by the Contract. After such notice, the parties shall use all reasonable efforts to arrange personal meetings and/or telephone conferences as needed, at mutually convenient times and places, between authorized negotiators for the parties at the following successive management levels, each of which shall have a period of allotted time as specified below in which to attempt to resolve the dispute: Level Contractor The Department Allotted Time First Level 1 entity (Xxxxx Xxxxxxx, Director Level 1 entity OEI Director 20 business days Business Days RFP ETI0050 Insurance Administration System Exhibit A Public Sector) Xxxxxxxx Xxxxxx Second Level 2 entity (Xxxxxx Xxxxxxx, VP Customer Success) Level 2 entity ETF Secretary Xxxx Xxxxxxx 30 business days Business Days The allotted time for the First Level negotiations shall begin on the date the Invoking Party’s notice is received by the other party. Subsequent allotted time is the number of days from the date that the Invoking Party’s notice was originally received by the other party. If the Second Level parties cannot resolve the issue within thirty (30) business days of the Invoking Party’s original notice, then the issue shall be designated as a dispute at the discretion of the Invoking Party and, if so, shall be resolved in accordance with the appropriate Sections herein. The allotted time periods above are in addition to those periods for a party to cure provided elsewhere herein or in the Contract, and do not apply to claims for equitable relief (e.g., injunction to prevent disclosure of Confidential Information). The Department may withhold payments on disputed items pending resolution of the dispute.

CONTRACT DISPUTE RESOLUTION. In the event of a dispute between the parties under the Contract, whether with respect to the interpretation of any provision of the Contract, or with respect to the performance of either party thereto, except for breach of Contractor’s intellectual property rights, each party shall reserve the right to appoint a representative to meet for the purpose of endeavoring to resolve such dispute or negotiate for an adjustment to such provision. Contractor shall continue without delay to carry out all its responsibilities under the Contract, which are not affected by the dispute. Should Contractor fail to perform its responsibilities under the Contract that are not affected by the dispute without delay, the Department reserves the right to pursue recovery of any and all additional costs incurred by the Department as a result of such failure to proceed. Any costs incurred by the Contractor shall be borne by the Contractor and the Contractor shall not make any claim against the Department for such costs. The Department’s non-payment of fees in breach of the Contract that are overdue by sixty (60) calendar days is a dispute that will always be considered to affect Contractor’s responsibilities. No legal action of any kind, except for the seeking of equitable relief in the case of the public’s health, safety or welfare, may begin in regard to the dispute until this dispute resolution procedure has been elevated to the Contractor’s highest executive authority and the equivalent executive authority within the Department, and either of the representatives in good faith concludes, after a good faith attempt to resolve the dispute, that amicable resolution through continued negotiation of the matter at issue does not appear likely. The party believing itself aggrieved (the “Invoking Party”) shall call for progressive management involvement in the dispute negotiation by delivering written notice to the other party. Such notice shall be without prejudice to the Invoking Party’s right to any other remedy permitted by the Contract. After such notice, the parties shall use all reasonable efforts to arrange personal meetings and/or telephone conferences as needed, at mutually convenient times and places, between authorized negotiators for the parties at the following successive management levels, each of which shall have a period of allotted time as specified below in which to attempt to resolve the dispute: Level Contractor The Department Allotted Time First Level 1 entity Level 1 entity 20 business days Business Days Second Level 2 entity Level 2 entity 30 business days Business Days The allotted time for the First Level negotiations shall begin on the date the Invoking Party’s notice is received by the other party. Subsequent allotted time is the number of days from the date that the Invoking Party’s notice was originally received by the other party. If the Second Level parties cannot resolve the issue within thirty (30) business days of the Invoking Party’s original notice, then the issue shall be designated as a dispute at the discretion of the Invoking Party and, if so, shall be resolved in accordance with the appropriate Sections herein. The allotted time periods above are in addition to those periods for a party to cure provided elsewhere herein or in the Contract, and do not apply to claims for equitable relief (e.g., injunction to prevent disclosure of Confidential Information). The Department may withhold payments on disputed items pending resolution of the dispute.

CONTRACT DISPUTE RESOLUTION. In the event of a any dispute or disagreement between the parties under the this Contract, whether with respect to the interpretation of any provision of the this Contract, or with respect to the performance of either party theretohereto, except for breach of Contractor’s intellectual property rights, each party shall reserve the right to appoint a representative to meet for the purpose of endeavoring to resolve such dispute or negotiate for an and adjustment to such provision. Contractor shall continue without delay to carry out all its responsibilities under the Contract, this Contract which are not affected by the dispute. Should Contractor fail to perform its responsibilities under the this Contract that are not affected by the dispute without delay, the Department reserves the right to pursue recovery of any and all additional costs incurred by the Department Contractor and ETF as a result of such failure to proceed. Any costs incurred by the Contractor proceed shall be borne by the Contractor and the Contractor shall not make any claim against the Department ETF for such costs. The DepartmentETF’s non-payment of fees in breach of the this Contract that are overdue by sixty (60) calendar days is a dispute that will always be considered to affect Contractor’s responsibilities. No legal action of any kind, except for the seeking of equitable relief in the case of the public’s health, safety or welfare, may begin in regard to the dispute until this dispute resolution procedure has been elevated to the Contractor’s highest executive authority and the equivalent executive authority within the Department, and either of the representatives in good faith concludes, after a good faith attempt to resolve the dispute, that amicable resolution through continued negotiation of the matter at issue does not appear likely. The party believing itself aggrieved (the “Invoking Party”) shall call for progressive management involvement in the dispute negotiation by delivering written notice to the other party. Such notice shall be without prejudice to the Invoking Party’s right to any other remedy permitted by the this Contract. After such notice, the parties shall use all reasonable efforts to arrange personal meetings and/or telephone conferences as needed, at mutually convenient times and places, between authorized negotiators for the parties at the following successive management levels, each of which shall have a period of allotted time as specified below in which to attempt to resolve the dispute: Level Contractor The Department Allotted Time First Level 1 entity Level 1 entity Client Relationship Director Deferred Compensation Director 10 Business Days Second Vice President, Client Relations Division Administrator 20 business days Second Level 2 entity Level 2 entity Business Days Third Senior VP, Gov’t Markets Secretary 30 business days Business Days The allotted time for the First Level negotiations shall begin on the date the Invoking Party’s notice is received by the other party. Subsequent allotted time is the number of days from the date that the Invoking Party’s notice was originally received by the other party. If the Second Third Level parties cannot resolve the issue within thirty (30) business days of the Invoking Party’s original notice, then the issue shall be designated as a dispute at the discretion of the Invoking Party and, if so, shall be resolved in accordance with the appropriate Sections hereinSection below. The allotted time periods above herein are in addition to those periods for a party to cure provided elsewhere herein or in the this Contract, and do not apply to claims for equitable relief (e.g., injunction to prevent disclosure of Confidential Information). The Department may withhold payments on disputed items pending resolution of the dispute.

CONTRACT DISPUTE RESOLUTION. In the event of a any dispute or disagreement between the parties under the Contract, whether with respect to the interpretation of any provision of the Contract, or with respect to the performance of either party thereto, except for breach of Contractor’s intellectual property rights, each party shall reserve the right to appoint a representative to meet for the purpose of endeavoring to resolve such dispute or negotiate for an adjustment to such provision. Contractor shall continue without delay to carry out all its responsibilities under the Contract, which are not affected by the dispute. Should Contractor fail to perform its responsibilities under the Contract that are not affected by the dispute without delay, the Department reserves the right to pursue recovery of any and all additional costs incurred by the Contractor and the Department as a result of such failure to proceed. Any costs incurred by the Contractor proceed shall be borne by the Contractor and the Contractor shall not make any claim against the Department for such costs. The Department’s non-payment of fees in breach of the Contract that are overdue by sixty (60) calendar days is a dispute that will always be considered to affect Contractor’s responsibilities. No legal action of any kind, except for the seeking of equitable relief in the case of the public’s health, safety or welfare, may begin in regard to the dispute until this dispute resolution procedure has been elevated to the Contractor’s highest executive authority and the equivalent executive authority within the Department, and either of the representatives in good faith concludes, after a good faith attempt to resolve the dispute, that amicable resolution through continued negotiation of the matter at issue does not appear likely. The party believing itself aggrieved (the “Invoking Party”) shall call for progressive management involvement in the dispute negotiation by delivering written notice to the other party. Such notice shall be without prejudice to the Invoking Party’s right to any other remedy permitted by the Contract. After such notice, the parties shall use all reasonable efforts to arrange personal meetings and/or telephone conferences as needed, at mutually convenient times and places, between authorized negotiators for the parties at the following successive management levels, each of which shall have a period of allotted time as specified below in which to attempt to resolve the dispute: Level Contractor The Department Allotted Time First Level 1 entity Level 1 entity 20 business days 10 Business Days Second Level 2 entity Level 2 entity 20 Business Days Third Level 3 entity Level 3 entity 30 business days Business Days The allotted time for the First Level negotiations shall begin on the date the Invoking Party’s notice is received by the other party. Subsequent allotted time is the number of days from the date that the Invoking Party’s notice was originally received by the other party. If the Second Third Level parties cannot resolve the issue within thirty (30) business days of the Invoking Party’s original notice, then the issue shall be designated as a dispute at the discretion of the Invoking Party and, if so, shall be resolved in accordance with the appropriate Sections hereinsection below. The allotted time periods above herein are in addition to those periods for a party to cure provided elsewhere herein or in the Contract, and do not apply to claims for equitable relief (e.g., injunction to prevent disclosure of Confidential Information). The Department may withhold payments on disputed items pending resolution of the dispute.

CONTRACT DISPUTE RESOLUTION. In the event of a any dispute or disagreement between the parties under the this Contract, whether with respect to the interpretation of any provision of the this Contract, or with respect to the performance of either party theretohereto, except for breach of Contractor’s intellectual property rights, each party shall reserve the right to appoint a representative to meet for the purpose of endeavoring to resolve such dispute or negotiate for an and adjustment to such provision. Contractor shall continue without delay to carry out all its responsibilities under the Contract, this Contract which are not affected by the dispute. Should Contractor fail to perform its responsibilities under the this Contract that are not affected by the dispute without delay, the Department reserves the right to pursue recovery of any and all additional costs incurred by the Department Contractor and ETF as a result of such failure to proceed. Any costs incurred by the Contractor proceed shall be borne by the Contractor and the Contractor shall not make any claim against the Department ETF for such costs. The DepartmentETF’s non-payment of fees in breach of the this Contract that are overdue by sixty (60) calendar days is a dispute that will always be considered to affect Contractor’s responsibilities. No legal action of any kind, except for the seeking of equitable relief in the case of the public’s health, safety or welfare, may begin in regard to the dispute until this dispute resolution procedure has been elevated to the Contractor’s highest executive authority and the equivalent executive authority within the Department, and either of the representatives in good faith concludes, after a good faith attempt to resolve the dispute, that amicable resolution through continued negotiation of the matter at issue does not appear likely. The party believing itself aggrieved (the “Invoking Party”) shall call for progressive management involvement in the dispute negotiation by delivering written notice to the other party. Such notice shall be without prejudice to the Invoking Party’s right to any other remedy permitted by the this Contract. After such notice, the parties shall use all reasonable efforts to arrange personal meetings and/or telephone conferences as needed, at mutually convenient times and places, between authorized negotiators for the parties at the following successive management levels, each of which shall have a period of allotted time as specified below in which to attempt to resolve the dispute: Level Contractor The Department Allotted Time First Level 1 entity Level 1 entity 20 business days Deputy Office Director 10 Business Days Second Level 2 entity Office Director 20 Business Days Third Level 2 3 entity Secretary 30 business days Business Days The allotted time for the First Level negotiations shall begin on the date the Invoking Party’s notice is received by the other party. Subsequent allotted time is the number of days from the date that the Invoking Party’s notice was originally received by the other party. If the Second Third Level parties cannot resolve the issue within thirty (30) business days of the Invoking Party’s original notice, then the issue shall be designated as a dispute at the discretion of the Invoking Party and, if so, shall be resolved in accordance with the appropriate Sections hereinsection below. The allotted time periods above herein are in addition to those periods for a party to cure provided elsewhere herein or in the this Contract, and do not apply to claims for equitable relief (e.g., injunction to prevent disclosure of Confidential Information). The Department may withhold payments on disputed items pending resolution of the dispute.