Common use of Cooperation and Dispute Resolution Clause in Contracts

Cooperation and Dispute Resolution. (a) The Company and HCP shall each appoint as many as two (2) employees occupying a senior management role with the Company and HCP, respectively, to coordinate the provision of Services (each such person, a “Service Coordinator”). Each Service Coordinator shall have the authority and responsibility to: (i) represent the appointing Party in relation to this Agreement and make appropriate decisions on day-to-day issues subject to the terms of this Agreement; (ii) coordinate the technical aspects of the Services and consult on the operation and management of the Services; (iii) monitor the appointing Party’s compliance with its obligations under this Agreement and review the performance of the Services; and (iv) resolve any dispute between the Parties. (b) In the event of a dispute hereunder between HCP and the Company that the Service Coordinators are unable to resolve within five (5) days (a “Dispute”), a senior officer of the Company and a senior officer of HCP shall attempt within a period of seven (7) days thereafter, or such longer period as the Parties may agree (the “Resolution Period”), to conclusively resolve the Dispute. If a Dispute remains unresolved after the expiration of the Resolution Period, then either Party may deliver to the other Party a written notice along with reasonable supporting detail (a “Dispute Notice”) with respect to such Dispute and the Parties shall negotiate in good faith to resolve any such Dispute, and any resolution agreed to in writing by the Parties shall be final and binding upon the Parties. If the Parties have not reached a final resolution within thirty (30) days from the date of delivery of any Dispute Notice, then each Party shall have the right to cause the matter to be submitted to an arbitrator, who shall be selected by the American Arbitration Association and shall have expertise in the subject matter of the Dispute Notice (the “Arbitrator”), whose written final decision shall be final and binding upon the Parties. The fees, expenses and costs of the Arbitrator shall be borne equally by each Party except to the extent specifically awarded otherwise by the Arbitrator. All materials submitted to the Arbitrator (including the final decision of the Arbitrator) shall be considered Confidential Information and subject to Section 9 hereof. (c) The Service Coordinators shall meet as often as necessary in order to promptly (i) oversee the implementation and application of this Agreement, (ii) resolve any disputes submitted to it by any representative of either Party and (iii) discuss any delay, disruptions, suspension or outage in the provision of any Service. (d) Each of the Parties shall have the right to change its Service Coordinators at any time by providing written notice to the other Party.

Cooperation and Dispute Resolution. During the term of this Agreement, the parties agree to cooperate in good faith to realize their intent and agreement (as expressed herein) and to resolve any problems that may occur with respect to this Agreement in a commercially reasonable way. As part of that cooperation, each party agrees as follows: (a) The Company and HCP Primary Coordinators shall each appoint as many as two be such party's coordinators (2the "Coordinators") employees occupying a senior management role for the purpose of coordinating the Transition Services to be provided hereunder with the Company objective that the overall intent and HCP, respectively, to coordinate the provision of Services (each such person, a “Service Coordinator”). Each Service Coordinator shall have the authority and responsibility to: (i) represent the appointing Party in relation to this Agreement and make appropriate decisions on day-to-day issues subject to the terms of this Agreement; (ii) coordinate the technical aspects agreement of the parties regarding the Transition Services and consult on the operation and management of the Services; (iii) monitor the appointing Party’s compliance with its obligations required under this Agreement and review are achieved, including the performance prompt payment to Provider for the Transition Services provided hereunder. Each party may treat an act of a Coordinator of another party as being authorized by such other party without inquiring into such act or ascertaining whether such Coordinator had authority to so act; provided that no Coordinator has the Services; and (iv) resolve any dispute between the Partiesauthority to amend this Agreement, except in accordance with Section 7.9. (b) In the event of a dispute hereunder between HCP and the Company that the Service The Coordinators are unable to resolve within five (5) days (a “Dispute”), a senior officer of the Company and a senior officer of HCP shall attempt within a period of seven (7) days thereafter, or such longer period as the Parties may agree (the “Resolution Period”), to conclusively resolve the Dispute. If a Dispute remains unresolved after the expiration of the Resolution Period, then either Party may deliver to the other Party a written notice along with reasonable supporting detail (a “Dispute Notice”) with respect to such Dispute and the Parties shall will promptly negotiate in good faith to resolve any all disputes, controversies or claims arising out of or relating to this Agreement or the performance hereunder (a "Dispute"). In the event that the Coordinators cannot resolve a Dispute within fourteen (14) days of the date the Coordinators initiate negotiations with respect to such Dispute), the parties shall refer such Dispute to Xxxx Xxxxxxx on behalf of Provider, and any resolution agreed to in writing Xxxxxxx Xxxxxx, on behalf of Purchaser, for resolution. In the event that such Dispute cannot be resolved by the Parties shall be final and binding upon the Parties. If the Parties have not reached a final resolution parties within thirty fifteen (3015) days from of being referred to Xx. Xxxxxxx and Xx. Xxxxxx, the date of delivery of any Dispute Notice, then each Party parties agree that they shall have the right to cause the matter to be submitted to an arbitrator, who shall be selected by the American Arbitration Association and shall have expertise settle all such Disputes in the subject matter of the Dispute Notice (the “Arbitrator”), whose written final decision shall be final and binding upon the Parties. The fees, expenses and costs of the Arbitrator shall be borne equally by each Party except to the extent specifically awarded otherwise by the Arbitrator. All materials submitted to the Arbitrator (including the final decision of the Arbitrator) shall be considered Confidential Information and subject to manner provided in Section 9 hereof7.2. (c) The Service Coordinators While any Dispute is being resolved in accordance with Section 5.5, each of Provider and Purchaser shall meet as often as necessary in order continue to promptly (i) oversee the implementation and application perform all of its obligations under this Agreement, (ii) resolve any disputes submitted to it by any representative of either Party and (iii) discuss any delay, disruptions, suspension or outage in the provision of any Service. (d) Each of the Parties shall have the right to change its Service Coordinators at any time by providing written notice including those obligations subject to the other PartyDispute.

Cooperation and Dispute Resolution. (a) The Company and HCP shall each appoint as many as two (2) employees occupying a senior management role with the Company and HCP, respectively, to coordinate the provision of Services (each such person, a “Service Coordinator”). Each Service Coordinator shall have the authority and responsibility to: (i) represent the appointing Party in relation to this Agreement and make appropriate decisions on day-to-day issues subject to the terms of this Agreement; (ii) coordinate the technical aspects of the Services and consult on the operation and management of the Services; (iii) monitor the appointing Party’s compliance with its obligations under this Agreement and review the performance of the Services; and (iv) resolve any dispute between the Parties. (b) In the event of any dispute, claim, question or disagreement (each a dispute hereunder between HCP "Dispute") arising out of or relating to this Agreement, the parties shall use all reasonable endeavours to settle such Dispute. To this effect, they shall consult and negotiate with each other in good faith and attempt to reach a just and equitable solution to the Company that the Service Coordinators are unable to resolve within five (5) days (a “Dispute”), a senior officer of the Company and a senior officer of HCP shall attempt Dispute within a period of seven (7) 60 days thereafterfrom the matter in dispute being raised by a party. If the parties cannot resolve the Dispute within the 60 day period, or such longer period as a party may refer the Parties may agree Dispute to arbitration pursuant to the Federal Arbitration Act (the “Resolution Period”"Arbitration Provisions"). The arbitration shall be held in the Coeur d’Alene, Idaho, USA and determined by a single arbitrator. The arbitrator shall be qualified by experience and skill in the area(s) covered by the Dispute and, unless both parties agree in writing following full disclosure of any facts giving rise to conclusively resolve a possible conflict, free from legal or business conflicts of interest in relation to the Disputeparties. If a Dispute remains unresolved after the parties do not agree upon the selection of the arbitrator within 15 calendar days following the expiration of the Resolution Period60 day period referred to above, then either Party party may deliver apply to a judge of the other Party First Judicial District, Kootenai County, Idaho a written notice along with reasonable supporting detail (a “Dispute Notice”) with respect for the appointment of the arbitrator. Unless the parties agree to share the costs of the arbitration, the arbitrator shall determine what portion of the costs and expenses incurred in such Dispute and proceeding shall be borne by each party participating in the Parties shall negotiate in good faith to resolve any such Dispute, and any resolution agreed to in writing by arbitration. The award of the Parties arbitrator shall be final and binding on each of the parties and shall not be subject to any appeal on any ground, including an error of law. The arbitration shall be governed by the laws of Idaho and the laws of the United States applicable therein, and judgement upon the Partiesaward rendered by the arbitrator may be entered in any court having jurisdiction. If The parties covenant that they shall conduct all aspects of such arbitration having regard at all times to expediting the Parties have not reached a final resolution within thirty (30) days from of such arbitration. The provisions of this Agreement providing for the date resolution of delivery of Disputes shall not operate to prevent recourse to the court by any Dispute Notice, then each Party shall have the right to cause the matter to be submitted to an arbitrator, who shall be selected party as permitted by the American Arbitration Association Provisions with respect to injunctions, receiving orders and shall have expertise in orders regarding the subject matter detention, preservation and inspection of the Dispute Notice (the “Arbitrator”)property, whose written final decision shall be final and binding upon the Parties. The fees, expenses and costs or whenever enforcement of the Arbitrator shall be borne equally by each Party except an arbitration award reasonably requires access to the extent specifically awarded otherwise by the Arbitrator. All materials submitted any remedy which an arbitrator has no power to the Arbitrator (including the final decision of the Arbitrator) shall be considered Confidential Information and subject to Section 9 hereofaward or enforce. (c) The Service Coordinators shall meet as often as necessary in order to promptly (i) oversee the implementation and application of this Agreement, (ii) resolve any disputes submitted to it by any representative of either Party and (iii) discuss any delay, disruptions, suspension or outage in the provision of any Service. (d) Each of the Parties shall have the right to change its Service Coordinators at any time by providing written notice to the other Party.