Common use of Dispute Resolution Procedure Clause in Contracts

Dispute Resolution Procedure. 17.1 The Parties shall use all reasonable endeavours to negotiate in good faith and settle amicably any dispute or difference of whatever nature between them arising under, out of, or in connection with this Agreement (each such dispute or difference a Dispute). 17.2 Following any referral of a Dispute to the Dispute Resolution Procedure in accordance with the terms of this Agreement, the provisions set out in this clause 17 shall apply. 17.3 The Dispute shall initially be referred for resolution to [the Director General, DfT Rail Executive] and the Chief Executive (or equivalent until appointed) of, WMR (Initial Dispute Board) who shall seek to resolve the matter as soon as reasonably possible and in any event within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature of the Dispute, and the urgency of resolution. The Initial Dispute Board shall be entitled to request such additional information as may be reasonably requested from either WMR or the Secretary of State in respect of the Dispute, including, but not limited to, any information to be provided pursuant to the relevant provisions of this Agreement. 17.4 Both Parties shall be entitled to make oral and/or written representations to the Initial Dispute Board prior to the Initial Dispute Board making its final determination. 17.5 Where the Initial Dispute Board are not able to resolve the Dispute within twenty (20) Working Days of escalation pursuant to clause 17.3, the Initial Dispute Board shall refer the Dispute for determination by [a Minister and the chairperson of WMR] who shall seek to determine the Dispute within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature of the Dispute 17.6 If the Parties cannot resolve a Dispute in accordance with the above escalation procedure, either Party may at any time refer the Dispute for mediation by serving a written notice on the other Party to that effect (Notice of Mediation). 17.7 If a Notice of Mediation is given, then the Dispute shall be referred to the CEDR for mediation in accordance with the CEDR's model mediation procedure. If the Parties are unable to agree on the appointment of a mediator, or any other matter relating to the referral or conduct of the mediation, it shall be referred to the then president of CEDR who shall decide such matters. 17.8 Except where this Agreement has terminated, the parties shall continue to perform their obligations under the Agreement, regardless of the nature of the Dispute and notwithstanding the referral of the Dispute for resolution pursuant to this clause 17. 17.9 WMR acknowledges and accepts that the decision of the Secretary of State in relation to this exercise of any of the Secretary of State Duties is final and binding.

Dispute Resolution Procedure. 17.1 The Parties During any dispute, including a dispute as to the validity of the Agreement, it is mutually agreed that the Contractor shall use all reasonable endeavours to negotiate in good faith and settle amicably any dispute or difference continue its performance of whatever nature between them arising under, out of, or in connection with this the provisions of the Agreement (each unless NICE requests in writing that the Contractor does not do so). If a dispute arises between NICE and the Contractor in relation to any matter which cannot be resolved by the Authorised Officer and the Senior Lead either of them may refer such dispute or difference a Dispute). 17.2 Following any referral of a Dispute to the Dispute Resolution Procedure in accordance with Procedure. In the terms of this Agreement, the provisions set out in this clause 17 shall apply. 17.3 The Dispute shall initially be referred for resolution to [the Director General, DfT Rail Executive] first instance NICE and the Chief Executive (or equivalent until appointed) of, WMR (Initial Dispute Board) who Contractor shall seek arrange for a more senior representative than those referred to in Clause 22.2 to meet solely in order to resolve the matter in dispute. Such meeting(s) shall be minuted and shall be chaired by NICE (but the chairman shall not have a casting vote). Such meeting(s) shall be conducted in such manner and at such venue (including a meeting conducted over the telephone) as soon as reasonably possible and in any event within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature to promote a consensual resolution of the Dispute, and dispute in question at the urgency of resolution. The Initial Dispute Board shall be entitled to request such additional information as may be reasonably requested from either WMR or the Secretary of State in respect discretion of the Dispute, including, but chairman. If the meeting(s) referred to in Clause 22.3 does not limited to, any information to be provided pursuant to the relevant provisions of this Agreement. 17.4 Both Parties shall be entitled to make oral and/or written representations to the Initial Dispute Board prior to the Initial Dispute Board making its final determination. 17.5 Where the Initial Dispute Board are not able to resolve the Dispute within twenty (20) Working Days of escalation pursuant to clause 17.3, the Initial Dispute Board shall refer the Dispute for determination by [a Minister and the chairperson of WMR] who shall seek to determine the Dispute within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature of the Dispute 17.6 If matter in question then the Parties cannot resolve a Dispute in accordance with the above escalation procedure, either Party may at any time refer the Dispute for mediation will attempt to settle it by serving a written notice on the other Party to that effect (Notice of Mediation). 17.7 If a Notice of Mediation is given, then the Dispute shall be referred to the CEDR for mediation in accordance with the Centre for Dispute Resolution ("CEDR's model mediation procedure. If the Parties are unable to agree on the appointment of a mediator, ") Model Mediation Procedure or any other matter relating model mediation procedure as agreed by the Parties. To initiate a mediation the Parties may give notice in writing (a "Mediation Notice") to the referral or conduct other requesting mediation of the mediation, it dispute and shall be referred send a copy thereof to CEDR or an equivalent mediation organisation as agreed by the Parties asking them to nominate a mediator. The mediation shall commence within 28 days of the Mediation Notice being served. Neither Party will terminate such mediation until each of them has made its opening presentation and the mediator has met each of them separately for at least one hour. Thereafter paragraph 14 of the Model Mediation Procedure will apply (or the equivalent paragraph of any other model mediation procedure agreed by the Parties). Neither Party to the then president of CEDR who shall decide mediation will commence legal proceedings against the other until 30 days after such matters. 17.8 Except where this Agreement has terminated, the parties shall continue to perform their obligations under the Agreement, regardless mediation of the nature dispute in question has failed to resolve the dispute. The Parties will co-operate with any person appointed as mediator providing him with such information and other assistance as he shall require and will pay his costs, as he shall determine or in the absence of the Dispute such determination such costs will be shared equally. The Contractor shall comply in all material respects with applicable environmental laws and notwithstanding the referral of the Dispute for resolution pursuant regulations in force from time to this clause 17. 17.9 WMR acknowledges and accepts that the decision of the Secretary of State time in relation to this exercise the Project. Where the provisions of any such legislation are implemented by the use of voluntary agreements or codes of practice, the Secretary Contractor shall comply with such agreements or codes of State Duties is final and bindingpractices as if they were incorporated into English law subject to those voluntary agreements being cited in tender documentation. The Contractor shall meet all reasonable requests by NICE for information evidencing the Contractor’s compliance with the provisions of this Clause 23.

Dispute Resolution Procedure. 17.1 The Parties shall use all reasonable endeavours to negotiate in good faith and settle amicably any dispute or difference of whatever nature between them arising under, out of, or in connection with this Agreement (each such dispute or difference a Dispute). 17.2 Following any referral of a Dispute to the Dispute Resolution Procedure in accordance with the terms of this Agreement, the provisions set out in this clause 17 shall apply. 17.3 The Dispute shall initially be referred for resolution to [the Director GeneralManaging Director, DfT Rail Executive] Passenger Services and the Chief Executive (or equivalent until appointed) of, of WMR (Initial Dispute Board) who shall seek to resolve the matter as soon as reasonably possible and in any event within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature of the Dispute, and the urgency of resolution. The Initial Dispute Board shall be entitled to request such additional information as may be reasonably requested from either WMR or the Secretary of State in respect of the Dispute, including, but not limited to, any information to be provided pursuant to the relevant provisions of this Agreement. 17.4 Both Parties shall be entitled to make oral and/or written representations to the Initial Dispute Board prior to the Initial Dispute Board making its final determination. 17.5 Where the Initial Dispute Board are not able to resolve the Dispute within twenty (20) Working Days of escalation pursuant to clause 17.3, the Initial Dispute Board shall refer the Dispute for determination resolution by [a Minister the Director General, DfT Rail Executive and the chairperson of WMR] WMR who shall seek to determine resolve the Dispute within twenty (20) Working Days of escalationescalation to them, or such other period as may be reasonable given the nature of the Dispute 17.6 If the Parties cannot resolve a Dispute in accordance with the above escalation procedure, either Party may at any time refer the Dispute for mediation by serving a written notice on the other Party to that effect (Notice of Mediation). 17.7 If a Notice of Mediation is given, then the Dispute shall be referred to the CEDR for mediation in accordance with the CEDR's model mediation procedure. If the Parties are unable to agree on the appointment of a mediator, or any other matter relating to the referral or conduct of the mediation, it shall be referred to the then president of CEDR who shall decide such matters. 17.8 Except where this Agreement has terminated, the parties shall continue to perform their obligations under the Agreement, regardless of the nature of the Dispute and notwithstanding the referral of the Dispute for resolution pursuant to this clause 17. 17.9 WMR acknowledges and accepts that the decision of the Secretary of State in relation to this exercise of any of the Secretary of State Duties is final and binding.

Dispute Resolution Procedure. 17.1 The Parties shall use all reasonable endeavours to negotiate in good faith and settle amicably any 33.1 If a dispute or difference arises out of whatever nature between them arising under, out of, or in connection with this Agreement or the performance, validity or enforceability of it (each such dispute or difference a Dispute). 17.2 Following any referral of a Dispute to the Dispute Resolution Procedure , then, except as expressly provided in accordance with the terms specific clauses of this Agreement, the provisions Parties will follow the procedure set out in this clause 17 shall apply.clause: 17.3 The Dispute shall initially be referred for resolution 33.1.1 either Party will give to [the Director General, DfT Rail Executive] and the Chief Executive (or equivalent until appointed) of, WMR (Initial Dispute Board) who shall seek to resolve the matter as soon as reasonably possible and in any event within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the Chief Business Officer of the Catapult, and the urgency head of resolution. The Initial Dispute Board shall be entitled manufacturing of COLLABORATOR or another authorized representative of COLLABORATOR will attempt in good faith to request such additional information as may be reasonably requested from either WMR or the Secretary of State in respect of resolve the Dispute; [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, including, but not limited to, AS AMENDED 33.1.2 if the Chief Business Officer of Catapult and the COLLABORATOR representative are for any information to be provided pursuant to the relevant provisions of this Agreement. 17.4 Both Parties shall be entitled to make oral and/or written representations to the Initial Dispute Board prior to the Initial Dispute Board making its final determination. 17.5 Where the Initial Dispute Board are not able reason unable to resolve the Dispute within twenty (20) Working Days 30 days of escalation pursuant to clause 17.3service of the Dispute Notice, the Initial Dispute Board shall refer Parties agree to enter into mediation in good faith to settle the Dispute for determination by [a Minister and the chairperson of WMR] who shall seek to determine the Dispute within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature of the Dispute 17.6 If the Parties cannot resolve a Dispute in accordance with the above escalation procedureCEDR Model Mediation Procedure. To initiate the mediation, either a Party may at any time refer the Dispute for mediation by serving a written must serve notice on in writing (ADR notice) to the other Party to that effect (Notice the Dispute, referring the dispute to mediation. A copy of Mediation)the ADR notice should be sent to CEDR. Unless otherwise agreed between the Parties within 10 days of service of the ADR Notice, the mediator will be nominated by CEDR. Unless otherwise agreed between the Parties, the mediation will start not later than 15 days after the date of the ADR notice. 17.7 If a Notice 33.2 No Party may commence any court proceedings under Clause 32 (Governing Law and Jurisdiction) in relation to the whole or part of Mediation is given, then the Dispute shall until 40 days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 33.3 If the Dispute is not resolved within 40 days after service of the ADR notice, or either Party fails to participate or ceases to participate in the mediation before the expiry of that 40-day period, or the mediation terminates before the expiry of that 40-day period, the Dispute will be referred to finally resolved by the CEDR for mediation courts of England and Wales in accordance with the CEDR's model mediation procedure. If the Parties are unable to agree on the appointment of a mediator, or any other matter relating to the referral or conduct of the mediation, it shall be referred to the then president of CEDR who shall decide such mattersClause 32 (Governing Law and Jurisdiction) in this Agreement. 17.8 Except where this Agreement has terminated, the parties shall continue to perform their obligations under the Agreement, regardless of the nature of the Dispute and notwithstanding the referral of the Dispute for resolution pursuant to this clause 17. 17.9 WMR acknowledges and accepts that the decision of the Secretary of State in relation to this exercise of any of the Secretary of State Duties is final and binding.

Dispute Resolution Procedure. 17.1 The Parties shall use all reasonable endeavours to negotiate in good faith and settle amicably any dispute or difference of whatever nature between them arising under, out of, or in connection with this Agreement (each such dispute or difference a Dispute). 17.2 Following any referral of a Dispute to the Dispute Resolution Procedure in accordance with the terms of this Agreement, the provisions set out in this clause 17 shall apply. 17.3 The Dispute shall initially be referred for resolution to [the Deputy Director GeneralMidlands, DfT Rail Executive] North & Wales Market (DfT) and the Chief Executive (or equivalent until appointedWMRE) of, WMR (Initial Dispute Board) who shall seek to resolve the matter as soon as reasonably possible and in any event within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature of the Dispute, and the urgency of resolution. The Initial Dispute Board shall be entitled to request such additional information as may be reasonably requested from either WMR WMRE or the Secretary of State in respect of the Dispute, including, but not limited to, any information to be provided pursuant to the relevant provisions of this Agreement. 17.4 Both Parties shall be entitled to make oral and/or written representations to the Initial Dispute Board prior to the Initial Dispute Board making its final determination. 17.5 Where the Initial Dispute Board are not able to resolve the Dispute within twenty (20) Working Days of escalation pursuant to clause 17.3, 17.3 the Initial Dispute Board shall refer the Dispute for determination by [a Minister resolution to the Managing Director, Passenger Services (DfT) and the chairperson Director of WMR] Law and Governance (West Midlands Combined Authority) (Secondary Dispute Board) who shall seek to determine resolve the Dispute matter as soon as reasonably possible and in any event within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature of the Dispute, and the urgency of resolution. The Secondary Dispute Board shall be entitled to request such additional information as may be reasonably requested from either WMRE or the Secretary of State in respect of the Dispute, including, but not limited to, any information to be provided pursuant to the relevant provisions of this Agreement. 17.6 Both Parties shall be entitled to make oral and/or written representations to the Secondary Dispute Board prior to the Secondary Dispute Board making its final determination. 17.7 Where the Secondary Dispute Board are not able to resolve the Dispute within twenty (20) Working Days of escalation pursuant to clause 17.5, the Secondary Dispute Board shall refer the Dispute for resolution by the Director General (DfT Rail Executive) and the Mayor of the West Midlands who shall seek to resolve the Dispute within twenty (20) Working Days of escalation to them, or such other period as may be reasonable given the nature of the Dispute 17.8 If the Parties cannot resolve a Dispute in accordance with the above escalation procedure, either Party may at any time refer the Dispute for mediation by serving a written notice on the other Party to that effect (Notice of Mediation). 17.7 17.9 If a Notice of Mediation is given, then the Dispute shall be referred to the CEDR for mediation in accordance with the CEDR's model mediation procedure. If the Parties are unable to agree on the appointment of a mediator, or any other matter relating to the referral or conduct of the mediation, it shall be referred to the then president of CEDR who shall decide such matters. 17.8 17.10 Except where this Agreement has terminated, the parties shall continue to perform their obligations under the Agreement, regardless of the nature of the Dispute and notwithstanding the referral of the Dispute for resolution pursuant to this clause 17. 17.9 WMR 17.11 WMRE acknowledges and accepts that the decision of the Secretary of State in relation to this exercise of any of the Secretary of State Duties is final and binding.

Dispute Resolution Procedure. 17.1 a) The Parties shall use Contractor hereby acknowledges that the Project Manager will determine in the first instance all reasonable endeavours to negotiate in good faith and settle amicably questions of any dispute or difference of whatever nature between them whatsoever arising under, out of, under, or in connection with with, or in any way related to or on account of, this Agreement (each such dispute including without limitations: questions as to the value, acceptability and fitness of the Services; questions as to either party's fulfillment of its obligations under the Contract; negligence, fraud or difference a Dispute)misrepresentation; questions as to the interpretation of the Scope of Services; and claims for damages, compensation and losses. 17.2 Following b) The Contractor shall be bound by all determinations or orders and shall promptly comply with every order of the Project Manager, including the withdrawal or modification of any referral previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders are given orally, they will be issued in writing by the Project Manager as soon thereafter as is practicable. c) The Contractor must, in the final instance, seek to resolve every difference concerning the Agreement with the Project Manager. In the event that the Contractor and the Project Manager are unable to resolve their difference, the Contractor may initiate a Dispute to the Dispute Resolution Procedure dispute in accordance with the terms procedures set forth in this Article. Exhaustion of this Agreementthese procedures shall be a condition precedent to any lawsuit permitted hereunder. d) In the event of such dispute, the provisions Parties authorize the County Mayor or designee, who may not be the Project Manager or anyone associated with this Project, acting personally, to decide all questions arising out of, under, or in connection with, or in any way related to or on account of the Agreement (including but not limited to claims in the nature of breach of contract, fraud or misrepresentation arising either before or subsequent to execution hereof) and the decision of each with respect to matters within the County Mayor's purview as set forth above shall be conclusive, final and binding on the Parties. Any such dispute shall be brought, if at all, before the County Mayor within ten (10) days of the occurrence, event or act out in this clause 17 shall applyof which the dispute arises. 17.3 e) The Dispute shall initially County Mayor may base this decision on such assistance as may be referred for resolution to [the Director Generaldesirable, DfT Rail Executive] and the Chief Executive (or equivalent until appointed) ofincluding advice of experts, WMR (Initial Dispute Board) who shall seek to resolve the matter as soon as reasonably possible and but in any event within twenty (20) Working Days shall base the decision on an independent and objective determination of escalationwhether Contractor’s performance or any Deliverable meets the requirements of this Agreement and any specifications with respect thereto set forth herein. The effect of any decision shall not be impaired or waived by any negotiations or settlements or offers made in connection with the dispute, whether or not the County Mayor participated therein, or by any prior decision of others, which prior decision shall be deemed subject to review, or by any termination or cancellation of the Agreement. All such disputes shall be submitted in writing by the Contractor to the County Mayor for a decision, together with all evidence and other period as pertinent information regarding such questions, in order that a fair and impartial decision may be reasonable given made. Whenever the nature of the Dispute, and the urgency of resolution. The Initial Dispute Board shall be County Mayor is entitled to request such additional information as may be reasonably requested from either WMR exercise discretion or the Secretary of State in respect of the Dispute, including, but not limited to, any information judgement or to be provided make a determination or form an opinion pursuant to the relevant provisions of this Article, such action shall be fair and impartial when exercised or taken. The County Mayor, as appropriate, shall render a decision in writing and deliver a copy of the same to the Contractor. Except as such remedies may be limited or waived elsewhere in the Agreement, Contractor reserves the right to pursue any remedies available under law after exhausting the provisions of this Article. f) This Article will survive the termination or expiration of this Agreement. 17.4 Both Parties shall be entitled to make oral and/or written representations to the Initial Dispute Board prior to the Initial Dispute Board making its final determination. 17.5 Where the Initial Dispute Board are not able to resolve the Dispute within twenty (20) Working Days of escalation pursuant to clause 17.3, the Initial Dispute Board shall refer the Dispute for determination by [a Minister and the chairperson of WMR] who shall seek to determine the Dispute within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature of the Dispute 17.6 If the Parties cannot resolve a Dispute in accordance with the above escalation procedure, either Party may at any time refer the Dispute for mediation by serving a written notice on the other Party to that effect (Notice of Mediation). 17.7 If a Notice of Mediation is given, then the Dispute shall be referred to the CEDR for mediation in accordance with the CEDR's model mediation procedure. If the Parties are unable to agree on the appointment of a mediator, or any other matter relating to the referral or conduct of the mediation, it shall be referred to the then president of CEDR who shall decide such matters. 17.8 Except where this Agreement has terminated, the parties shall continue to perform their obligations under the Agreement, regardless of the nature of the Dispute and notwithstanding the referral of the Dispute for resolution pursuant to this clause 17. 17.9 WMR acknowledges and accepts that the decision of the Secretary of State in relation to this exercise of any of the Secretary of State Duties is final and binding.

Dispute Resolution Procedure. 17.1 The Parties shall use all reasonable endeavours to negotiate in good faith and settle amicably any dispute or difference of whatever nature between them arising under, out of, or in connection with this Agreement (each such dispute or difference a Dispute). 17.2 Following any referral of a Dispute to the 16.1. This Dispute Resolution Procedure shall be engaged and operated by the Parties in accordance with the terms spirit of this Agreement, the provisions partnering set out in this clause 17 shall applyIIAA. 17.3 The 16.2. For the avoidance of doubt, this Dispute Resolution Procedure is intended by the Parties to comply with and augment the provisions of the WET Act relating to arbitration. 16.3. Any disagreement or dispute concerning this IIAA shall initially be first referred for resolution to [a meeting of each of the Director GeneralParties who is involved in the disagreement or dispute who shall enter into good faith negotiations to resolve the matter. 16.4. In the event that the disagreement or dispute is not resolved within a reasonable period of the Parties in clause 16.3 above taking the action set out in clause 16.3 above, DfT Rail Executive] the disagreement or dispute shall be referred 16.4.1. to a joint meeting with the Hertfordshire Leaders and the Chief Executive (or equivalent until appointed) of, WMR (Initial Dispute Board) Executives Group of each of the Parties involved; and/or 16.4.2. to the HWP who shall seek all enter into good faith negotiations to resolve the matter matter. 16.5. In the event that on the expiry of the period of 28 days from the date of the referral under clause 16.4 above or such longer period as soon as reasonably possible the Parties may agree the dispute remains unresolved it shall be referred to a mediator appointed by the Centre of Effective Dispute Resolution (“the Mediator”). 16.6. The Mediator shall determine the rules and in any event within twenty (20) Working Days procedures by which the mediation shall be conducted save that: 16.6.1. each Party shall be entitled to make a written statement of escalation, its case to the Mediator prior to the commencement of the mediation provided that such statement shall be provided to the Mediator not less than 14 days or such other period as may be reasonable given agreed by the Mediator before the mediation is to commence; and 16.6.2. within 14 days of the conclusion of the mediation the Mediator shall provide a written report to the Parties which report shall set out the nature of the Dispute, dispute and the urgency nature of resolutionits resolution if any. 16.7. The Initial Dispute Board Mediator shall be entitled to request such additional information as may be reasonably requested from either WMR or paid his reasonable fee which the Secretary of State in respect of the Dispute, including, but not limited to, any information to be provided pursuant Parties to the relevant provisions of this Agreementdispute shall pay in equal shares. 17.4 Both Parties 16.8. No Party shall be entitled to make oral and/or written representations to commence litigation or arbitration proceedings until the Initial Dispute Board prior to the Initial Dispute Board making its final determination. 17.5 Where the Initial Dispute Board are not able to resolve the Dispute within twenty (20) Working Days of escalation pursuant to clause 17.3, the Initial Dispute Board shall refer the Dispute for determination by [a Minister and the chairperson of WMR] who shall seek to determine the Dispute within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature completion of the Dispute 17.6 If the Parties cannot resolve a Dispute in accordance with the above escalation procedure, either Party may at any time refer the Dispute for mediation by serving a written notice on the other Party to that effect (Notice of Mediation). 17.7 If a Notice of Mediation is given, then the Dispute shall be referred to the CEDR for mediation in accordance with the CEDR's model mediation procedure. If the Parties are unable to agree on the appointment of a mediator, or any other matter relating to the referral or conduct of the mediation, it shall be referred to the then president of CEDR who shall decide such matters. 17.8 Except where this Agreement has terminated, the parties shall continue to perform their obligations under the Agreement, regardless of the nature of the Dispute and notwithstanding the referral of the Dispute for resolution pursuant to this clause 1716. 17.9 WMR acknowledges and accepts that the decision of the Secretary of State in relation to this exercise of any of the Secretary of State Duties is final and binding.

Dispute Resolution Procedure. 17.1 The Parties shall use all reasonable endeavours to negotiate in good faith and settle amicably any 24.1 If a dispute or difference arises out of whatever nature between them arising under, out of, or in connection with this Agreement contract or the performance, validity or enforceability of it (each such dispute or difference a “Dispute). 17.2 Following any referral of a Dispute to the Dispute Resolution Procedure ”) then except as expressly provided in accordance with the terms of this Agreementcontract, the provisions Parties shall follow the procedure set out in this clause 17 clause: 24.1.1 either Party shall apply. 17.3 The Dispute shall initially be referred for resolution give to [the Director General, DfT Rail Executive] and the Chief Executive (or equivalent until appointed) of, WMR (Initial Dispute Board) who shall seek to resolve the matter as soon as reasonably possible and in any event within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative and the urgency of resolution. The Initial Dispute Board Provider Representative shall be entitled attempt in good faith to request such additional information as may be reasonably requested from either WMR or the Secretary of State in respect of resolve the Dispute, including, but not limited to, ; 24.1.2 if the HEE Representative and Provider Representative are for any information to be provided pursuant to the relevant provisions of this Agreement. 17.4 Both Parties shall be entitled to make oral and/or written representations to the Initial Dispute Board prior to the Initial Dispute Board making its final determination. 17.5 Where the Initial Dispute Board are not able reason unable to resolve the Dispute within twenty thirty (2030) Working Days days of escalation pursuant to clause 17.3service of the Dispute Notice, the Initial Dispute Board shall refer be referred to a Director of HEE and a senior director of the Dispute for determination by [a Minister Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of XXX and the chairperson senior director of WMR] who shall seek the Provider are for any reason unable to determine resolve the Dispute within twenty thirty (2030) Working Days days of escalationit being referred to them, or such other period as may be reasonable given the nature of the Dispute 17.6 If the Parties cannot resolve a Dispute in accordance with the above escalation procedure, either Party may at any time refer the Dispute for mediation by serving a written notice on the other Party to that effect (Notice of Mediation). 17.7 If a Notice of Mediation is given, then the Dispute shall be referred to the CEDR CEO of XXX and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR's model mediation procedure. If the Parties are unable to agree on the appointment of a mediator, or any other matter relating to the referral or conduct of To initiate the mediation, it shall be referred a Party must serve notice in writing (“ADR notice”) to the then president other Party to the Dispute, requesting a mediation. A copy of CEDR who the ADR notice should be sent to CEDR. The mediation shall decide such mattersstart not later than thirty (30) days after the date of the ADR notice. 17.8 Except where this Agreement has terminated, 24.2 No Party may commence any court proceedings under clause 46.11 (in relation to the parties shall continue to perform their obligations under the Agreement, regardless of the nature whole or part of the Dispute and notwithstanding the referral until thirty (30) Business Days after service of the Dispute for resolution pursuant ADR notice, provided that the right to this clause 17issue proceedings is not prejudiced by a delay. 17.9 WMR acknowledges and accepts that 24.3 If the decision Dispute is not resolved within thirty (30) Business Days after service of the Secretary of State ADR notice, or either Party fails to participate or to continue to participate in relation to this exercise of any the mediation before the expiration of the Secretary said period of State Duties is final thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and bindingWales in accordance with clause 46.11.

Dispute Resolution Procedure. 17.1 The 16.2. For the avoidance of doubt, this Dispute Resolution Procedure is intended by the Parties to comply with and augment the provisions of the WET Act relating to arbitration. 16.3. Any disagreement or dispute concerning this IIAA shall use all reasonable endeavours be first referred to negotiate a meeting of each of the Parties who is involved in the disagreement or dispute who shall enter into good faith negotiations to resolve the matter. 16.4. In the event that the disagreement or dispute is not resolved within a reasonable period of the Parties in clause 16.3 above taking the action set out in clause 16.3 above, the disagreement or dispute shall be referred 16.4.1. to a joint meeting with the Hertfordshire Leaders and settle amicably any the Chief Executives Group of each of the Parties involved; and/or 16.4.2. to the HWP who shall all enter into good faith negotiations to resolve the matter. 16.5. In the event that on the expiry of the period of 28 days from the date of the referral under clause 16.4 above or such longer period as the Parties may agree the dispute or difference remains unresolved it shall be referred to a mediator appointed by the Centre of whatever nature between them arising under, out of, or in connection with this Agreement Effective Dispute Resolution (each such dispute or difference a Dispute“the Mediator”). 17.2 Following any referral 16.6. The Mediator shall determine the rules and procedures by which the mediation shall be conducted save that: 16.6.1. each Party shall be entitled to make a written statement of a Dispute its case to the Dispute Resolution Procedure in accordance with Mediator prior to the terms commencement of this Agreement, the provisions set out in this clause 17 mediation provided that such statement shall apply. 17.3 The Dispute shall initially be referred for resolution provided to [the Director General, DfT Rail Executive] and the Chief Executive (or equivalent until appointed) of, WMR (Initial Dispute Board) who shall seek to resolve the matter as soon as reasonably possible and in any event within twenty (20) Working Days of escalation, Mediator not less than 14 days or such other period as may be reasonable given agreed by the Mediator before the mediation is to commence; and 16.6.2. within 14 days of the conclusion of the mediation the Mediator shall provide a written report to the Parties which report shall set out the nature of the Dispute, dispute and the urgency nature of resolutionits resolution if any. 16.7. The Initial Dispute Board Mediator shall be entitled to request such additional information as may be reasonably requested from either WMR or paid his reasonable fee which the Secretary of State in respect of the Dispute, including, but not limited to, any information to be provided pursuant Parties to the relevant provisions of this Agreementdispute shall pay in equal shares. 17.4 Both Parties 16.8. No Party shall be entitled to make oral and/or written representations to commence litigation or arbitration proceedings until the Initial Dispute Board prior to the Initial Dispute Board making its final determination. 17.5 Where the Initial Dispute Board are not able to resolve the Dispute within twenty (20) Working Days of escalation pursuant to clause 17.3, the Initial Dispute Board shall refer the Dispute for determination by [a Minister and the chairperson of WMR] who shall seek to determine the Dispute within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature completion of the Dispute 17.6 If the Parties cannot resolve a Dispute in accordance with the above escalation procedure, either Party may at any time refer the Dispute for mediation by serving a written notice on the other Party to that effect (Notice of Mediation). 17.7 If a Notice of Mediation is given, then the Dispute shall be referred to the CEDR for mediation in accordance with the CEDR's model mediation procedure. If the Parties are unable to agree on the appointment of a mediator, or any other matter relating to the referral or conduct of the mediation, it shall be referred to the then president of CEDR who shall decide such matters. 17.8 Except where this Agreement has terminated, the parties shall continue to perform their obligations under the Agreement, regardless of the nature of the Dispute and notwithstanding the referral of the Dispute for resolution pursuant to this clause 1716. 17.9 WMR acknowledges and accepts that the decision of the Secretary of State in relation to this exercise of any of the Secretary of State Duties is final and binding.

Dispute Resolution Procedure. 17.1 The Parties Buyer and Seller shall use all reasonable endeavours direct the Independent Accounting Firm to negotiate in good faith render a determination within sixty (60) days after its retention, and settle amicably any dispute or difference of whatever nature between them arising undershall, out ofand shall cause their respective Representatives to, or reasonably cooperate with the Independent Accounting Firm during its engagement in connection with this Agreement Agreement. Each of Buyer and Seller shall promptly (each such dispute or difference a Dispute). 17.2 Following any referral of a Dispute to the Dispute Resolution Procedure in accordance with the terms of this Agreement, the provisions set out in this clause 17 shall apply. 17.3 The Dispute shall initially be referred for resolution to [the Director General, DfT Rail Executive] and the Chief Executive (or equivalent until appointed) of, WMR (Initial Dispute Board) who shall seek to resolve the matter as soon as reasonably possible and in any event within twenty ten (2010) Working Days Business Days) after the Independent Accounting Firm’s engagement, submit to the Independent Accounting Firm its calculations of escalationthe disputed items submitted to the Independent Accounting Firm for determination pursuant to Section 2.06(g) and information, arguments and support for their respective positions, and shall concurrently deliver a copy of such materials to the other party (provided that the amounts submitted shall be no more favorable to the submitting party than those reflected in the Initial Post-Closing Statement or Dispute Notice, as applicable). Each party shall then be given an opportunity to supplement the information, arguments and support included in its initial submission with one additional submission to respond to any arguments or positions taken by the other party in such other period as may party’s initial submission, which supplemental information shall be reasonable given submitted to the nature Independent Accounting Firm (with a copy thereof to the other party) within five (5) Business Days after the first date on which both parties have submitted their respective initial submissions to the Independent Accounting Firm (provided that the amounts submitted shall be no more favorable to the submitting party than those reflected in the initial submission of such party). The Independent Accounting Firm shall thereafter be permitted to request additional or clarifying information from the parties, and each of the Disputeparties shall reasonably cooperate and shall cause their Representatives to reasonably cooperate with such requests of the Independent Accounting Firm. The Independent Accounting Firm shall determine, acting as an expert and not as an arbitrator, based solely on the materials so presented by the parties and upon information received in response to such requests for additional or clarifying information and not by independent review, only those disputed items submitted to it pursuant to this Section 2.06(f) and shall render a written report to Buyer and Seller (the “Adjustment Report”) in which the Independent Accounting Firm shall, after considering all disputed items submitted to it pursuant to this Section 2.06(f), make a final determination, binding on the parties to this Agreement, of the appropriate amount of each of the disputed items submitted to it pursuant to this Section 2.06(f). During the review by the Independent Accounting Firm, Buyer and Seller and their respective accountants will each make available to the Independent Accounting Firm interviews with such individuals, and the urgency of resolution. The Initial Dispute Board shall be entitled to request such additional information information, books and records and work papers, as may be reasonably requested from either WMR or required by the Secretary Independent Accounting Firm to fulfill its obligations under this Section 2.06 and preparing and rendering the Adjustment Report; provided, however, that the accountants of State in respect of the Dispute, including, but not limited toSeller, any information of its Affiliates or Buyer or any of its Affiliates shall not be obliged to be provided pursuant make any work papers available to the relevant provisions of this Agreement. 17.4 Both Parties shall be entitled to make oral and/or written representations to the Initial Dispute Board prior to the Initial Dispute Board making its final determination. 17.5 Where the Initial Dispute Board are not able to resolve the Dispute within twenty (20) Working Days of escalation pursuant to clause 17.3, the Initial Dispute Board shall refer the Dispute for determination by [a Minister and the chairperson of WMR] who shall seek to determine the Dispute within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature of the Dispute 17.6 If the Parties cannot resolve a Dispute Independent Accounting Firm except in accordance with such accountants’ normal disclosure procedures and then only after the above escalation procedure, either Party may at any time refer the Dispute for mediation by serving Independent Accounting Firm has signed a written notice on the other Party to that effect (Notice of Mediation). 17.7 If a Notice of Mediation is given, then the Dispute shall be referred to the CEDR for mediation in accordance with the CEDR's model mediation procedure. If the Parties are unable to agree on the appointment of a mediator, or any other matter customary agreement relating to the referral or conduct of the mediation, it shall be referred such access to the then president of CEDR who shall decide work papers in form and substance reasonably acceptable to such mattersaccountants. 17.8 Except where this Agreement has terminated, the parties shall continue to perform their obligations under the Agreement, regardless of the nature of the Dispute and notwithstanding the referral of the Dispute for resolution pursuant to this clause 17. 17.9 WMR acknowledges and accepts that the decision of the Secretary of State in relation to this exercise of any of the Secretary of State Duties is final and binding.

Dispute Resolution Procedure. 17.1 The Parties shall use all reasonable endeavours to negotiate in good faith and settle amicably any dispute or difference of whatever nature between them arising under, out of, or in connection with this Agreement (each such dispute or difference a Dispute). 17.2 Following any referral of a Dispute to the Dispute Resolution Procedure in accordance with the terms of this Agreement, the provisions set out in this clause 17 shall apply. 17.3 The Dispute shall initially be referred for resolution to [the Deputy Director GeneralMidlands, DfT Rail Executive] North & Wales Market (DfT) and the Chief Executive (or equivalent until appointedWMRE) of, WMR (Initial Dispute Board) who shall seek to resolve the matter as soon as reasonably possible and in any event within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature of the Dispute, and the urgency of resolution. The Initial Dispute Board shall be entitled to request such additional information as may be reasonably requested from either WMR WMRE or the Secretary of State in respect of the Dispute, including, but not limited to, any information to be provided pursuant to the relevant provisions of this Agreement. 17.4 Both Parties shall be entitled to make oral and/or an d/or written representations to the Initial Dispute Board prior to the Initial Dispute Board making its final determination. 17.5 Where the Initial Dispute Board are not able to resolve the Dispute within twenty (20) Working Days of escalation pursuant to clause 17.3, 17.3 the Initial Dispute Board shall refer the Dispute for determination by [a Minister resolution to the Managing Director, Passenger Services (DfT) and the chairperson Director of WMR] Law and Governance (West Midlands Combined Authority) (Secondary Dispute Board) who shall seek to determine resolve the Dispute matter as soon as reasonably possible and in any event within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature of the Dispute, and the urgency of resolution. The Secondary Dispute Board shall be entitled to request such additional information as may be reasonably requested from either WMRE or the Secretary of State in respect of the Dispute, including, but not limited t o, any information to be provided pursuant to the relevant provisions of this Agreement. 17.6 Both Parties shall be entitled to make oral and/or written representations to the Secondary Dispute Board prior to the Secondary Dispute Board making its final determination. 17.7 Where the Secondary Dispute Board are not able to resolve the Dispute within twenty (20) Working Days of escalation pursuant to clause 17.5, the Secondary Dispute Board shall refer the Dispute for resolution by the Director General (DfT Rail Executive) and the Mayor of the West Midlands who shall seek to resolve the Dispute within twenty (20) Working Days of escalation to them, or such other period as may be reasonable given the nature of the Dispute. 17.8 If the Parties cannot resolve a Dispute in accordance with the above escalation procedure, either Party may at any time refer the Dispute for mediation by serving a written notice on the other Party to that effect (Notice of Mediation). 17.7 17.9 If a Notice of Mediation is given, then the Dispute shall be referred to the CEDR for mediation in accordance with the CEDR's ’s model mediation procedure. If the Parties are unable to agree on the appointment of a mediator, or any other matter relating to the referral or conduct of the mediation, it shall be referred to the then president of CEDR who shall decide such matters. 17.8 17.10 Except where this Agreement has terminated, the parties shall continue to perform their obligations under the Agreement, regardless of the nature of the Dispute and notwithstanding the referral of the Dispute for resolution pursuant to this clause 17. 17.9 WMR 17.11 WMRE acknowledges and accepts that the decision of the Secretary of State in relation to this exercise of any of the Secretary of State Duties is final and binding.

Dispute Resolution Procedure. 17.1 The Parties Remainco and Buyer shall use all reasonable endeavours direct the Independent Accounting Firm to negotiate in good faith render a determination within sixty (60) days after its retention, and settle amicably any dispute or difference of whatever nature between them arising undershall, out ofand shall cause their respective Representatives to, or cooperate with the Independent Accounting Firm during its engagement in connection with this Agreement Agreement. Each Party shall promptly (each such dispute or difference a Dispute). 17.2 Following any referral of a Dispute to the Dispute Resolution Procedure in accordance with the terms of this Agreement, the provisions set out in this clause 17 shall apply. 17.3 The Dispute shall initially be referred for resolution to [the Director General, DfT Rail Executive] and the Chief Executive (or equivalent until appointed) of, WMR (Initial Dispute Board) who shall seek to resolve the matter as soon as reasonably possible and in any event within twenty ten (2010) Working Days Business Days) after the Independent Accounting Firm’s engagement, submit to the Independent Accounting Firm its calculations of escalationthe disputed items or amounts identified in the Spinco Adjustment Dispute Notice and information, arguments and support for their respective positions, and shall concurrently deliver a copy of such materials to the other Party. Each Party shall then be given an opportunity to supplement the information, arguments and support included in its initial submission with one additional submission to respond to any arguments or positions taken by the other Party in such other period as may Party’s initial submission, which supplemental information shall be reasonable given submitted to the nature of Independent Accounting Firm (with a copy thereof to the Disputeother Party) within five (5) Business Days after the first date on which Remainco and Buyer have submitted their respective initial submissions to the Independent Accounting Firm. The Independent Accounting Firm shall thereafter be permitted to request additional or clarifying information from the Parties, and the urgency Parties shall cooperate and shall cause their Representatives to cooperate with such requests of resolutionthe Independent Accounting Firm. The Independent Accounting Firm shall determine, based solely on the materials so presented by the Parties and upon information received in response to such requests for additional or clarifying information and not by independent review, only those issues in dispute specifically set forth in the Spinco Adjustment Dispute Notice and shall render a written report to Remainco and Buyer (the “Spinco Adjustment Report”) in which the Independent Accounting Firm shall, after considering all matters set forth in the Spinco Adjustment Dispute Notice, make a final determination, binding on the Parties, of the appropriate amount of each of the line items in the Spinco Initial Post-Closing Statement as to which Remainco and Buyer disagree as identified in the Spinco Adjustment Dispute Board Notice. During the review by the Independent Accounting Firm, Remainco, Buyer and their respective accountants shall be entitled each make available to request the Independent Accounting Firm interviews with such additional information individuals, and such information, books and records and work papers, as may be reasonably requested from either WMR or required by the Secretary Independent Accounting Firm to fulfill its obligations under this Section 2.3 and preparing and rendering the Spinco Adjustment Report; provided that the accountants of State in respect of the Dispute, including, but Remainco and Buyer shall not limited to, be obligated to make any information to be provided pursuant work papers available to the relevant provisions of this Agreement. 17.4 Both Parties shall be entitled to make oral and/or written representations to the Initial Dispute Board prior to the Initial Dispute Board making its final determination. 17.5 Where the Initial Dispute Board are not able to resolve the Dispute within twenty (20) Working Days of escalation pursuant to clause 17.3, the Initial Dispute Board shall refer the Dispute for determination by [a Minister and the chairperson of WMR] who shall seek to determine the Dispute within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature of the Dispute 17.6 If the Parties cannot resolve a Dispute Independent Accounting Firm except in accordance with such accountants’ normal disclosure procedures and then only after the above escalation procedure, either Party may at any time refer the Dispute for mediation by serving Independent Accounting Firm has signed a written notice on the other Party to that effect (Notice of Mediation). 17.7 If a Notice of Mediation is given, then the Dispute shall be referred to the CEDR for mediation in accordance with the CEDR's model mediation procedure. If the Parties are unable to agree on the appointment of a mediator, or any other matter customary agreement relating to the referral or conduct of the mediation, it shall be referred such access to the then president of CEDR who shall decide work papers in form and substance reasonably acceptable to such mattersaccountants. 17.8 Except where this Agreement has terminated, the parties shall continue to perform their obligations under the Agreement, regardless of the nature of the Dispute and notwithstanding the referral of the Dispute for resolution pursuant to this clause 17. 17.9 WMR acknowledges and accepts that the decision of the Secretary of State in relation to this exercise of any of the Secretary of State Duties is final and binding.

Dispute Resolution Procedure. 17.1 6.1 The Parties parties shall use all reasonable endeavours to negotiate attempt in good faith and settle amicably to resolve any dispute or difference of whatever nature between them arising under, out of, of or in connection with this Agreement within 20 working days of either party notifying the other of the dispute (each or such other timescale as shall be agreed between the parties) and such efforts shall involve the escalation of the dispute or difference a Dispute). 17.2 Following any referral of a Dispute to the Dispute Resolution Procedure Commercial Director of the Licensor and the Contractor. If the dispute is not resolved within 20 working days (or such alternative timescale as has been agreed) of notification then it shall be dealt with in accordance with the terms of dispute resolution procedure set out in clause 6.3. 6.2 Where a dispute arises between Licensor and the Contractor in connection with this Agreement, the provisions set out in this clause 17 parties shall apply. 17.3 The Dispute shall initially be referred for resolution to [the Director General, DfT Rail Executive] and the Chief Executive (or equivalent until appointed) of, WMR (Initial Dispute Board) who shall seek to resolve the matter as soon as reasonably possible and in any event within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature of the Dispute, and the urgency of resolution. The Initial Dispute Board shall be entitled to request such additional information as may be reasonably requested from either WMR or notify the Secretary of State in respect of the Dispute, including, but not limited to, any information to be provided pursuant to the relevant provisions of this Agreement. 17.4 Both Parties shall be entitled to make oral and/or written representations to the Initial Dispute Board prior to the Initial Dispute Board making its final determination. 17.5 Where the Initial Dispute Board are not able to resolve the Dispute within twenty (20) Working Days of escalation pursuant to clause 17.3, the Initial Dispute Board shall refer the Dispute for determination by [a Minister Environment Food and the chairperson of WMR] who shall seek to determine the Dispute within twenty (20) Working Days of escalation, or such other period Rural Affairs as may be reasonable given the nature of the Dispute 17.6 If the Parties cannot resolve a Dispute in accordance with the above escalation procedure, either Party may at any time refer the Dispute for mediation by serving a written notice on the other Party to that effect (Notice of Mediation). 17.7 If a Notice of Mediation is given, then the Dispute shall be referred to the CEDR for mediation in accordance with the CEDR's model mediation procedure. If the Parties are unable to agree on the appointment of a mediator, or any other matter relating to the referral or conduct of the mediation, it shall be referred to the then president of CEDR who shall decide such matters. 17.8 Except where this Agreement has terminated, the parties shall continue to perform their obligations under the Agreement, regardless soon as practicable of the nature of the Dispute and notwithstanding the referral of the Dispute for resolution pursuant to this clause 17. 17.9 WMR acknowledges and accepts dispute. The parties acknowledge that the decision of the Secretary of State for Environment Food and Rural Affairs, as a party to the Services Supply Contract, may have an interest in relation to this exercise the outcome of any of such dispute and accordingly the parties agree that the Secretary of State Duties for Environment Food and Rural Affairs shall be kept updated as to the progress of any such dispute. 6.3 If the dispute cannot be resolved by the Parties pursuant to clause 6.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause 6.5 unless (a) the Secretary of State for Environment Food and Rural Affairs considers that the dispute is final not suitable for resolution by mediation; or (b) the Licensor or the Contractor does not agree to mediation. 6.4 The obligations of the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and bindingthe Contractor and the Staff shall comply fully with the requirements of the Contract at all times. 6.5 The procedure for mediation and consequential provisions relating to mediation are as follows: (a) A neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within ten (10) Working Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) Working Days from the date of the proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to the Centre for Effective Dispute Resolution to appoint a Mediator. (b) The Parties shall within ten (10) Working Days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations. If considered appropriate, the Parties may at any stage seek assistance from the Centre for Effective Dispute Resolution to provide guidance on a suitable procedure. (c) Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings. (d) If the Parties reach agreement on the resolution of the dispute, the agreement shall be recorded in writing and shall be binding on the Parties once it is signed by their duly authorised representatives. (e) Failing agreement, either of the Parties may invite the Mediator to provide a non-formative written opinion. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Contract without the prior written consent of both Parties. (f) If the Parties fail to reach agreement in the structured negotiations within sixty (60) Working Days of the Mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the Courts unless the dispute is referred to arbitration pursuant to the procedures set out in clause 6.6. 6.6 Subject to clause 6.2, the Parties shall not institute court proceedings until the procedures set out in clauses 6.1 and 6.3 have been completed save that: a) the Secretary of State for Environment Food and Rural Affairs may at any time before court proceedings are commenced, serve a notice on the Licensor and the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause 6.7.

Dispute Resolution Procedure. 17.1 The In the event of a dispute between the Parties in relation to this Agreement, including any claims, damages, allegations of lawsuits, breaches of this Agreement or dissatisfaction with the Services (each a “Dispute”), the Parties agree to follow the dispute resolution procedure set forth in this Section 17. (a) If a Dispute occurs, either Party may send a notice of dispute resolution procedure to the other Party, which shall use all reasonable endeavours describe the allegations leading to the Dispute, the actions that have been taken in relation to the Dispute, as well as the compensation or reparation that is sought by the Party that initiates the Dispute resolution procedure (a “Notice of Dispute Resolution Procedure”). (b) Within five (5) business days of the receipt of a Notice of Dispute Resolution Procedure by the other Party, each Party shall name a senior representative to negotiate in good faith a commonly acceptable business solution to the Dispute. Such negotiations shall be conducted in complete confidentiality, and settle amicably the Parties shall not use any information obtained as part of such negotiation during any subsequent procedures, except for mediation purposes as set forth under Section 17.1(c). (c) If such Dispute has not been resolved within thirty (30) days of the assignment of a senior representative, and unless such delay is prolonged by the Parties by common agreement in writing, a Party can initiate the following phase of the dispute or difference resolution procedure by notifying the other Party of whatever nature between them arising underits intention to bring the Dispute to mediation (a “Notice of Mediation”). The Notice of Mediation shall contain a summary of the litigious points that are submitted to mediation and that have not been resolved through negotiation. The mediation process shall be confidential. The parties shall complete at least three (3) mediation sessions prior for ending the mediation process. The mediation may be conducted over electronic means if more convenient for the Parties. The mediator must have knowledge of commercial contracts and the technology industry. The Parties must collaborate in good faith to find a mutually agreeable mediator, out ofotherwise, or a competent court pursuant to Section 20.5 may decide on behalf of the Parties. The Parties shall separate the costs relating to the mediation and cover their respective expenses. (d) If the mediation process fails, the Parties may exercise their rights in connection accordance with this Agreement (each such dispute or difference a Dispute)and Applicable Laws. 17.2 Following any referral of a Dispute Notwithstanding anything to the Dispute Resolution Procedure in accordance with the terms of this Agreementcontrary, the provisions set out in this clause 17 Parties shall apply. 17.3 The Dispute shall initially not be referred for resolution to [the Director General, DfT Rail Executive] prevented from requesting injunctions and the Chief Executive (or equivalent until appointed) of, WMR (Initial Dispute Board) who shall seek to resolve the matter as soon as reasonably possible and in any event within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature of the Dispute, and the urgency of resolution. The Initial Dispute Board shall be similar court orders if entitled to request such additional information as may be reasonably requested from either WMR or the Secretary of State in respect of the Dispute, including, but not limited to, any information to be provided pursuant to the relevant provisions of this Agreement. 17.4 Both Parties shall be entitled to make oral and/or written representations to the Initial Dispute Board prior to the Initial Dispute Board making its final determination. 17.5 Where the Initial Dispute Board are not able to resolve the Dispute within twenty (20) Working Days of escalation pursuant to clause 17.3, the Initial Dispute Board shall refer the Dispute for determination do so by [a Minister and the chairperson of WMR] who shall seek to determine the Dispute within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature of the Dispute 17.6 If the Parties cannot resolve a Dispute in accordance with the above escalation procedure, either Party may at any time refer the Dispute for mediation by serving a written notice on the other Party to that effect (Notice of Mediation). 17.7 If a Notice of Mediation is given, then the Dispute shall be referred to the CEDR for mediation in accordance with the CEDR's model mediation procedure. If the Parties are unable to agree on the appointment of a mediator, or any other matter relating to the referral or conduct of the mediation, it shall be referred to the then president of CEDR who shall decide such matters. 17.8 Except where this Agreement has terminated, the parties shall continue to perform their obligations under the Agreement, regardless of the nature of the Dispute and notwithstanding the referral of the Dispute for resolution pursuant to this clause 17or Applicable Laws. 17.9 WMR acknowledges and accepts that the decision of the Secretary of State in relation to this exercise of any of the Secretary of State Duties is final and binding.

Dispute Resolution Procedure. 17.1 The Parties shall use all reasonable endeavours to negotiate in good faith and settle amicably any ‌ 16.1 If a dispute or difference arises out of whatever nature between them arising under, out of, or in connection with this Agreement or the performance, validity or enforceability of it (each such dispute or difference a "Dispute). 17.2 Following any referral of a Dispute to the Dispute Resolution Procedure ") then, except as expressly provided otherwise in accordance with the terms of this Agreement, the provisions Parties shall follow the dispute resolution procedure set out in this clause 17 Clause:‌ 16.1.1 either Party shall apply. 17.3 The Dispute shall initially be referred for resolution give to [the Director General, DfT Rail Executive] and the Chief Executive (or equivalent until appointed) of, WMR (Initial Dispute Board) who shall seek to resolve the matter as soon as reasonably possible and in any event within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature written notice of the Dispute, setting out its nature and full particulars (a "Dispute Notice"), together with relevant supporting documentation. On service of the Dispute Notice the LFFN Programme Director of‌ the Authority and the urgency of resolution. The Initial Dispute Board shall be entitled to request such additional information as may be reasonably requested from either WMR or the Secretary of State in respect [insert first level title] of the Recipient shall attempt in good faith to resolve the Dispute, including, but not limited to, ; 16.1.2 if the LFFN Programme Director of the Authority and the [insert first level title] of the Recipient are for any information to be provided pursuant to the relevant provisions of this Agreement. 17.4 Both Parties shall be entitled to make oral and/or written representations to the Initial Dispute Board prior to the Initial Dispute Board making its final determination. 17.5 Where the Initial Dispute Board are not able reason unable to resolve the Dispute within twenty fifteen (2015) Working Days of escalation pursuant to clause 17.3, the Initial Dispute Board shall refer service of the Dispute for determination by [a Minister and the chairperson of WMR] who shall seek to determine the Dispute within twenty (20) Working Days of escalationNotice, or such other period as may be reasonable given the nature of the Dispute 17.6 If the Parties cannot resolve a Dispute in accordance with the above escalation procedure, either Party may at any time refer the Dispute for mediation by serving a written notice on the other Party to that effect (Notice of Mediation). 17.7 If a Notice of Mediation is given, then the Dispute shall be referred to the CEDR Authority's Senior Responsible Owner for the LFFN Programme and the [insert second level title] of the Recipient who shall attempt in good faith to resolve it; and 16.1.3 if the Authority's Senior Responsible Owner for the LFFN Programme and [insert second level title] of the Recipient are for any reason unable to resolve the Dispute within fifteen (15) Working Days of it being referred to them, the parties shall attempt to settle it by mediation in accordance with the CEDR's CEDR model mediation procedure. If Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (an "ADR Notice") to the other Party requesting a mediation. A copy of the ADR Notice should be sent to CEDR. The mediation shall start not later than thirty (30) Working Days after the date of service of the ADR Notice. Unless otherwise agreed by the Parties, CEDR, in conjunction with the mediator, shall make the necessary arrangements for the mediation including:‌ (a) nominating, and obtaining the agreement of the Parties are unable to, the mediator; (b) organising a suitable venue and dates; (c) organising exchange of documents; (d) meeting with either or both of the Parties (and the mediator if appointed), either together or separately, to agree on discuss any matters or concerns relating to the mediation; and (e) general administration in relation to the mediation. [DCMS: The Recipient titles above must be commensurate with the relevant Authority titles above] 16.2 No Party may commence any court proceedings in relation to any dispute arising out of this agreement until sixty (60) Working Days after the appointment of a mediator, or any other matter relating to the referral or conduct of the mediation, it shall be referred to the then president of CEDR who shall decide such matters. 17.8 Except where this Agreement has terminated, the parties shall continue to perform their obligations under the Agreement, regardless of the nature of the Dispute and notwithstanding the referral of the Dispute for resolution pursuant to this clause 17. 17.9 WMR acknowledges and accepts provided that the decision of the Secretary of State right to issue proceedings is not prejudiced by a delay in relation to this exercise of any of the Secretary of State Duties is final and bindingappointment.

Dispute Resolution Procedure. 17.1 The Parties shall use all reasonable endeavours to negotiate in good faith and settle amicably 19.1 If any dispute or difference arises out of whatever nature between them arising under, out of, or in connection with this Agreement (each such dispute or difference a Dispute). 17.2 Following any referral of a Dispute to the Dispute Resolution Procedure in accordance with the terms of this Agreement, the provisions save as set out in this clause 17 below) the parties shall apply. 17.3 The Dispute shall initially be referred for resolution have the option to [the Director General, DfT Rail Executive] and the Chief Executive (or equivalent until appointed) of, WMR (Initial Dispute Board) who shall seek to resolve the matter as soon as reasonably possible and in any event within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature of the Dispute, and the urgency of resolution. The Initial Dispute Board shall be entitled to request such additional information as may be reasonably requested from either WMR or the Secretary of State in respect of the Dispute, including, but not limited to, any information to be provided pursuant to the relevant provisions of this Agreement. 17.4 Both Parties shall be entitled to make oral and/or written representations to the Initial Dispute Board prior to the Initial Dispute Board making its final determination. 17.5 Where the Initial Dispute Board are not able to resolve the Dispute within twenty (20) Working Days of escalation pursuant to clause 17.3, the Initial Dispute Board shall refer the Dispute for determination settle it by [a Minister and the chairperson of WMR] who shall seek to determine the Dispute within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature of the Dispute 17.6 If the Parties cannot resolve a Dispute in accordance with the above escalation procedure, either Party may at any time refer the Dispute for mediation by serving a written notice on the other Party to that effect (Notice of Mediation). 17.7 If a Notice of Mediation is given, then the Dispute shall be referred to the CEDR for mediation in accordance with the Centre for Effective Dispute Resolution (‘CEDR's model ’) Model Mediation Procedure (‘the Model Procedure’) and the following provisions of this sub-clause: 19.1.1 Either party shall give a notice (‘the ADR Notice’) to the other requesting a mediation procedure. If in accordance with this sub-clause and a copy of the Parties are unable ADR Notice shall be sent to agree on the appointment CEDR; 19.1.2 The Model Procedure shall be amended to take account of a mediator, any relevant provisions in this Agreement or any other matter relating additional agreement which the parties may enter into in relation to the referral or conduct of the mediation; 19.1.3 If there is any question on the conduct of the mediation (including as to the nomination of the mediator) upon which the parties cannot agree within fourteen (14) days from the date of the ADR Notice CEDR will at the request of either party (and after consultation with the parties) decide such question; and 19.1.4 The mediation shall start not later than twenty-eight (28) days after the date of the ADR Notice. 19.2 In the event that such dispute cannot be resolved through mediation in accordance with clause 19.1, it such dispute shall be referred determined by an independent chartered surveyor to be appointed by agreement between the Parties or, in the absence of such agreement, nominated upon the application of either Party by the President (or other appropriate officer) of the Royal Institution of Chartered Surveyors or where the dispute relates to the then president meaning or construction of CEDR this Agreement or the rights of the Parties a barrister of at least ten years’ standing experienced in dealing with agreements of this nature agreed between the Parties or nominated by the President for the time being of the Bar Council or his Deputy. Any such independent chartered surveyor or barrister shall: 19.2.1 act as an expert; 19.2.2 afford to the Parties a reasonable opportunity to make representations (but not so as to prejudice the expert’s rights to reach his decision solely on the basis of his own expertise); 19.2.3 determine who shall decide such mattersbear the fees and expenses of the expert and the costs of his appointment; 19.2.4 at his discretion take advice from suitably qualified members of other professions to clarify issues which do not fall within his expertise as a chartered surveyor or barrister; and 19.2.5 if the advice of an Accountant is required, a suitable member of the Institute of Chartered Accountants in England and Wales shall be agreed between the Parties or in default of agreement shall be nominated by the President of the Institute (or other acting Senior Office for the time being). 17.8 Except where this Agreement has terminated, the parties shall continue to perform their obligations under the Agreement, regardless of the nature of the Dispute and notwithstanding the referral of the Dispute for resolution pursuant to this clause 17. 17.9 WMR acknowledges and accepts that the 19.3 The decision of the Secretary expert in accordance with clause 19.2 shall be final and binding unless within ten (10) Working Days either party gives notice that it is dissatisfied with the decision and reserves the right to commence proceedings. Any dispute in respect of State in relation to this exercise which a notice of any dissatisfaction is given shall be finally determined by the Courts of England and Wales or by arbitration. Any arbitrator shall be nominated by the then current President of the Secretary Law Society of State Duties is final England and bindingWales.

Dispute Resolution Procedure. 17.1 The Parties shall use Participants adopt the principle that all reasonable endeavours Disputes should be regarded as business problems to negotiate in good faith and settle amicably any dispute or difference of whatever nature between them arising under, out of, or in connection with this Agreement (each such dispute or difference a Dispute). 17.2 Following any referral of a Dispute to the Dispute Resolution Procedure in accordance with the terms of this Agreement, the provisions set out be resolved promptly through business-oriented negotiations described below in this clause 17 shall apply. 17.3 The Dispute shall initially be referred for resolution Section 18.6 before resorting to [the Director General, DfT Rail Executive] and the Chief Executive (or equivalent until appointed) of, WMR (Initial Dispute Board) who shall seek to resolve the matter as soon as reasonably possible and in any event within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature of the Dispute, and the urgency of resolution. The Initial Dispute Board shall be entitled to request such additional information as may be reasonably requested from either WMR or the Secretary of State in respect of the Dispute, including, but not limited to, any information to be provided arbitration pursuant to the relevant provisions of this Agreement. 17.4 Both Parties Section 18.6(f). No Participant shall be entitled to make oral any claim in respect of any Dispute, and/or written representations terminate this Agreement other than pursuant to Sections 18.1 and 18.2(a), without first implementing the following procedure: (a) Any Dispute shall in the first instance be referred by notice in writing (the Referral Notice) by a Participant to the Initial Representatives. The Participant delivering the Referral Notice (the Referring Party) shall identify in the Referral Notice: (i) the matter(s) in dispute; (ii) the relief and/or remedy sought; and (iii) brief reasons for claiming the relief and/or remedy sought, including identification of the relevant provisions in this Agreement. (b) The Representatives shall consider the Dispute Board prior and use the respective commercially reasonable efforts to try to reach agreement to resolve the Dispute. Any agreement of the Representatives to resolve the Dispute shall be final and binding on the Participants and shall be in writing. (c) If the Representatives are unable to, or fail to, resolve the Dispute within [**] days of receiving the Referral Notice, then any Participant may within [**] days of the expiration of this time period refer the Dispute to the Initial Dispute Board making its final determinationJoint Committee. 17.5 Where (d) If a Dispute is referred to the Initial Joint Committee in accordance with Section 18.6(c), the Joint Committee shall consider the Dispute Board are not able and use their respective commercially reasonable efforts to try to resolve the Dispute. Any unanimous agreement of the Joint Committee shall be final and binding on the Participants and shall be in writing. (e) If the Joint Committee fails to resolve the Dispute within twenty (20) Working Days [**] days of escalation pursuant to clause 17.3receiving a copy of the Referral Notice, then any Participant may within [**] days of the Initial Dispute Board shall expiration of this time period refer the Dispute for determination to the Chief Executives. (f) Any Dispute not finally resolved by [a Minister the Chief Executives shall be finally settled by Arbitration as follows: (i) In the event that any Dispute cannot be resolved pursuant to this Section 18.6, such Dispute shall be finally settled by binding arbitration (Arbitration) under the Rules of Arbitration (the Rules) of the International Chamber of Commerce (ICC) in force at the time of such Arbitration and the chairperson United States Federal Arbitration Act of WMR] who shall seek to determine the Dispute within twenty (20) Working Days of escalation1925, as amended, by one or such other period as may be reasonable given the nature of the Dispute 17.6 If the Parties cannot resolve a Dispute three arbitrators appointed in accordance with the above escalation procedureRules. The seat of the arbitration shall be New York, either Party may at any time refer New York. The language of the Dispute for mediation by serving a written notice on the other Party to that effect (Notice of Mediation)arbitration shall be English. 17.7 If a Notice of Mediation is given(ii) In any Arbitration relating to any Dispute, then the Dispute arbitrator or arbitrators shall be referred required to select one of the CEDR proposals submitted by or on behalf of AGA or INO-T and shall not be permitted to determine an alternative or compromise remedy. (iii) The arbitral award shall be in writing, shall detail the disputed matters and reasons on which the arbitral award is based, and shall (except as provided in this Section 18.6 with respect to actions or applications for mediation interim relief), be the sole and exclusive remedy among the Participants regarding any Dispute. The arbitral award shall be final and binding upon the Participants and shall not be subject to appeal of any court or other authority. Notwithstanding the foregoing, any party may file an application in accordance with the CEDR's model mediation procedureUnited States federal courts sitting in the Borough of Manhattan seeking pre-arbitral attachment, injunctive or other forms of interim relief to compel, aid or facilitate the arbitration or to maintain the status quo pending completion of the arbitration. If Judgment upon the Parties are unable to agree on award or order may be entered in the appointment Supreme Court of a mediatorthe State of New York sitting in the Borough of Manhattan, the United States District Court for the Southern District of New York or any other matter relating court of competent jurisdiction, and application may be made to any such court for enforcement thereof. Each Participant agrees not to oppose the registration or enforcement of any such judgment in any other jurisdiction and to consent to jurisdiction and venue in any applicable court for purposes of registration or enforcement of any such judgment. Each Participant accepts and submits to the referral or conduct jurisdiction of the mediation, it shall be referred seat of arbitration referenced above and to the then president New York State and United States federal courts sitting in the Borough of CEDR who shall decide such matters. 17.8 Except where this Agreement has terminated, the parties shall continue Manhattan (and to perform their obligations under the Agreement, regardless any court in which appeals from those courts may be heard) with regard to enforcement of the nature of the Dispute and notwithstanding the referral of the Dispute arbitral award or application for resolution pursuant to injunctive or other interim relief, as provided in this clause 17. 17.9 WMR acknowledges and accepts Section 18.6. Each Participant waives any defense or objection that the decision of the Secretary of State it could have in relation to this exercise diplomatic immunity, lack of jurisdiction, improper venue, inconvenient forum or competence. Process in any such action or proceeding may be served on any Participant anywhere in the world. Each Participant irrevocably consents to the service of any and all process in any action or proceeding by the mailing or delivery of copies of such process to it at its address for notices specified in Section 23.6. (iv) This Agreement and the rights and obligations of the Secretary of State Duties is final Participants shall remain in full force and bindingeffect pending the award in any Arbitration proceeding hereunder.

Dispute Resolution Procedure. 17.1 The Parties 11.1 Disputes under this Agreement (a) Wherever this Agreement provides that the Secretary of State may reasonably determine any matter, LNER may, unless this Agreement expressly provides otherwise, dispute whether a determination made by the Secretary of State is reasonable, but the Secretary of State's determination shall use all reasonable endeavours prevail unless and until it is agreed or found to negotiate in good faith and settle amicably any have been unreasonable. (b) Where either Party is entitled, pursuant to the terms of this Agreement, to refer a dispute or difference arising out of whatever nature between them arising under, out of, or in connection with this Agreement (each for resolution or determination in accordance with the Dispute Resolution Rules, then such dispute shall, unless the Parties otherwise agree and subject to any duty of the Secretary of State under section 55 of the Act, be resolved or difference a Dispute). 17.2 Following any referral of a Dispute determined by arbitration pursuant to the Dispute Resolution Procedure Rules. (c) Where, in accordance the absence of an express provision in this Agreement entitling it to do so, either Party wishes to refer a dispute arising out of or in connection with this Agreement to arbitration pursuant to the terms of this AgreementDispute Resolution Rules, the provisions set out in this clause 17 following process shall apply.: 17.3 The Dispute (i) the Party seeking to refer to arbitration shall initially serve a written notice upon the other Party stating (i) the nature and circumstances of the dispute, (ii) the relief sought including, to the extent possible, an indication of any amount(s) claimed, and (iii) why it is considered that the dispute should be referred for resolution to [resolved by way of arbitration rather than litigation; (ii) the Director General, DfT Rail Executive] and the Chief Executive (or equivalent until appointed) of, WMR (Initial Dispute Board) who other Party shall seek to resolve the matter as soon as reasonably possible and in any event respond within twenty (20) Working Days Weekdays of escalation, or such other period as may be reasonable given the nature service of the Disputenotice confirming whether or not referral of the dispute to arbitration is agreed. In the absence of any response, and the urgency of resolution. The Initial Dispute Board referral to arbitration shall be entitled deemed not to request have been agreed; (iii) in the event that the Parties agree to refer the dispute to arbitration then it shall be resolved or determined in accordance with the Dispute Resolution Rules; (iv) 92in the event that the Parties do not agree to refer the dispute to arbitration then it shall be resolved or determined in accordance with clause 18 (Governing Law and Jurisdiction); and (v) nothing in this clause 11.1 shall preclude either Party from commencing, continuing or otherwise taking any step by way of litigation in pursuit of the resolution or determination of the dispute unless an agreement is reached to refer the dispute to arbitration. (d) The arbitrator in any dispute referred for resolution or determination under the Dispute Resolution Rules shall be a suitably qualified person chosen by agreement between the Parties or, in default of agreement, chosen by the Secretary of the Access Disputes Committee from a panel of persons agreed from time to time for such additional information as may be reasonably requested from either WMR or purposes between the Secretary of State and LNER or, in respect default of agreement as to the arbitrator or as to such panel, selected on the application of any Party by the President of the Dispute, including, but not limited to, any information Law Society or the President of the Institute of Chartered Accountants in England and Wales from time to be provided pursuant to the relevant provisions of this Agreement. 17.4 Both Parties shall be entitled to make oral and/or written representations to the Initial Dispute Board prior to the Initial Dispute Board making its final determination. 17.5 Where the Initial Dispute Board are not able to resolve the Dispute within twenty time (20) Working Days of escalation pursuant to clause 17.3, the Initial Dispute Board shall refer the Dispute for determination by [a Minister and the chairperson of WMR] who shall seek to determine the Dispute within twenty (20) Working Days of escalation, or such other period as person to whom they may be reasonable given the nature of the Dispute 17.6 If the Parties cannot resolve a Dispute in accordance with the above escalation procedure, either Party may at any time refer the Dispute for mediation by serving a written notice on the other Party to that effect (Notice of Mediationdelegate such selection). 17.7 If a Notice of Mediation is given, then the Dispute shall be referred to the CEDR for mediation in accordance with the CEDR's model mediation procedure. If the Parties are unable to agree on the appointment of a mediator, or any other matter relating to the referral or conduct of the mediation, it shall be referred to the then president of CEDR who shall decide such matters. 17.8 Except where this Agreement has terminated, the parties shall continue to perform their obligations under the Agreement, regardless of the nature of the Dispute and notwithstanding the referral of the Dispute for resolution pursuant to this clause 17. 17.9 WMR acknowledges and accepts that the decision of the Secretary of State in relation to this exercise of any of the Secretary of State Duties is final and binding.

Dispute Resolution Procedure. 17.1 The Parties 13.1 If a Dispute arises then except as expressly provided in this Contract, the parties shall use all reasonable endeavours follow the procedure set out in this clause: (a) either party shall give to negotiate the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the Authorised Representatives of both the Authority and the Supplier shall attempt in good faith to resolve the Dispute; (b) if the Authorised Representatives of the Authority the Supplier are for any reason unable to resolve the Dispute within 14 days of service of the Dispute Notice, the Dispute shall be referred to senior officers of both the Authority and the Supplier who shall attempt in good faith to resolve it; and (c) if the senior officers of the Authority and the Supplier are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties will attempt to settle amicably any dispute or difference it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of whatever nature between them arising under, out of, or in connection with this Agreement (each such dispute or difference a Dispute)the ADR notice should be sent to CEDR Solve. The mediation will start not later than 30 days after the date of the ADR notice. 17.2 Following any referral of a Dispute 13.2 The Supplier shall continue to provide the Dispute Resolution Procedure Services in accordance with the terms of this Agreement, the provisions set out in this clause 17 shall applyContract until a Dispute has been resolved. 17.3 13.3 The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute under clause 37 and 38 which shall initially be referred for resolution to [apply at all times. 13.4 If the Director General, DfT Rail Executive] and Dispute is not resolved within 60 days after service of the Chief Executive (or equivalent until appointed) of, WMR (Initial Dispute Board) who shall seek to resolve the matter as soon as reasonably possible and in any event within twenty (20) Working Days of escalationADR notice, or such other period as may be reasonable given either party fails to participate or to continue to participate in the nature mediation before the expiration of the Disputesaid period of 60 days, and the urgency of resolution. The Initial Dispute Board shall be entitled to request such additional information as may be reasonably requested from either WMR or the Secretary of State in respect mediation terminates before the expiration of the Disputesaid period of 60 days, including, but not limited to, any information to be provided pursuant to the relevant provisions of this Agreement. 17.4 Both Parties shall be entitled to make oral and/or written representations to the Initial Dispute Board prior to the Initial Dispute Board making its final determination. 17.5 Where the Initial Dispute Board are not able to resolve the Dispute within twenty (20) Working Days of escalation pursuant to clause 17.3, the Initial Dispute Board shall refer the Dispute for determination by [a Minister and the chairperson of WMR] who shall seek to determine the Dispute within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature of the Dispute 17.6 If the Parties cannot resolve a Dispute in accordance with the above escalation procedure, either Party may at any time refer the Dispute for mediation by serving a written notice on the other Party to that effect (Notice of Mediation). 17.7 If a Notice of Mediation is given, then the Dispute shall be referred to finally resolved by the CEDR for mediation courts of England and Wales in accordance with the CEDR's model mediation procedure. If the Parties are unable to agree on the appointment clause 37 and 38 of a mediator, or any other matter relating to the referral or conduct of the mediation, it shall be referred to the then president of CEDR who shall decide such mattersthese General Terms. 17.8 Except where this Agreement has terminated, the parties shall continue to perform their obligations under the Agreement, regardless of the nature of the Dispute and notwithstanding the referral of the Dispute for resolution pursuant to this clause 17. 17.9 WMR acknowledges and accepts that the decision of the Secretary of State in relation to this exercise of any of the Secretary of State Duties is final and binding.

Dispute Resolution Procedure. 17.1 13.1 This Partnering Agreement is based on collaborative working and any disagreement will normally be resolved though lead officers. Either Party may call an extraordinary meeting of the Project Board by service of not less than 5 Working Days' written notice and each Party agrees to procure that its nominated Project Board members shall attend all extraordinary meetings called in accordance with this Clause. 13.2 The members of the relevant meeting shall use their best endeavours to resolve disputes arising out of this agreement. If any dispute referred to a meeting is not resolved at that meeting then either Party, by notice in writing to the other, may refer the dispute to the Chief Executives of the Parties who shall co-operate in good faith to resolve the dispute as amicably as possible within 10 Working Days of service of such notice. If the Chief Executives fail to resolve the dispute in the allotted time, then the Parties shall, within that period, on the written request of either Party enter into an alternative Dispute Resolution Procedure with the assistance of a mediator agreed by the Parties or, in default of such agreement within five Working Days of receipt of such request, appointed, at the request of either Party, by the Centre for Dispute Resolution (or such other similar body as is agreed). 13.3 The Parties shall use all reasonable endeavours then submit to negotiate in good faith the supervision of the mediation by the Centre for Dispute Resolution (or such other similar body as is agreed) for the exchange of relevant information and settle amicably any dispute or difference of whatever nature between them arising under, out of, or in connection with this Agreement (each such dispute or difference a Dispute)for setting the date for negotiations to begin. 17.2 Following 13.4 Recourse to this Dispute Resolution Procedure shall be binding on the Parties as to submission to the mediation but not as to its outcome. Accordingly all negotiations connected with the dispute shall be conducted in strict confidence and without prejudice to the rights of the Parties in any referral future legal proceedings. Except for any Party's right to seek interlocutory relief in the courts, no Party may commence other legal proceedings under the jurisdiction of the courts or any other form of arbitration until 15 Working Days after the Parties have failed to reach a Dispute to binding settlement by mediation (at which point the Dispute Resolution Procedure shall be deemed to be exhausted). 13.5 If, with the assistance of the mediator, the Parties reach a settlement, such settlement shall be reduced to writing and, once signed by the duly authorised representative of each of the Parties, shall remain binding on the Parties. 13.6 The Parties shall bear their own legal costs of this Dispute Resolution Procedure, but the costs and expenses of mediation shall be borne by the Parties equally. 13.7 While the Dispute Resolution Procedure referred to in this Clause 13 is in progress and any Party has an obligation to make a payment to another Party or to allow a credit in respect of such payment, the sum relating to the matter in dispute shall be paid into an interest bearing deposit account to be held in the names of the relevant Parties at a clearing bank and such payment shall be a good discharge of the Parties' payment obligations under this agreement (subject to such determination by the Dispute Resolution Procedure that a further payment is due from one Party to the other). Following resolution of the dispute, whether by mediation or legal proceedings, the sum held in such account shall be payable as determined in accordance with the terms of this Agreement, the provisions set out in this clause 17 shall apply. 17.3 The Dispute shall initially be referred for resolution to [the Director General, DfT Rail Executive] and the Chief Executive (mediation or equivalent until appointed) of, WMR (Initial Dispute Board) who shall seek to resolve the matter as soon as reasonably possible and in any event within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature of the Disputelegal proceedings, and the urgency of resolution. The Initial Dispute Board interest accrued shall be entitled allocated between the Parties pro rata according to request such additional information as may be reasonably requested from either WMR or the Secretary of State in respect split of the Dispute, including, but not limited to, any information to be provided pursuant to principal sum as between the relevant provisions of this AgreementParties. 17.4 Both Parties shall be entitled to make oral and/or written representations to the Initial Dispute Board prior to the Initial Dispute Board making its final determination. 17.5 Where the Initial Dispute Board are not able to resolve the Dispute within twenty (20) Working Days of escalation pursuant to clause 17.3, the Initial Dispute Board shall refer the Dispute for determination by [a Minister and the chairperson of WMR] who shall seek to determine the Dispute within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature of the Dispute 17.6 If the Parties cannot resolve a Dispute in accordance with the above escalation procedure, either Party may at any time refer the Dispute for mediation by serving a written notice on the other Party to that effect (Notice of Mediation). 17.7 If a Notice of Mediation is given, then the Dispute shall be referred to the CEDR for mediation in accordance with the CEDR's model mediation procedure. If the Parties are unable to agree on the appointment of a mediator, or any other matter relating to the referral or conduct of the mediation, it shall be referred to the then president of CEDR who shall decide such matters. 17.8 Except where this Agreement has terminated, the parties shall continue to perform their obligations under the Agreement, regardless of the nature of the Dispute and notwithstanding the referral of the Dispute for resolution pursuant to this clause 17. 17.9 WMR acknowledges and accepts that the decision of the Secretary of State in relation to this exercise of any of the Secretary of State Duties is final and binding.

Dispute Resolution Procedure. 17.1 The Parties 12.1 If a Dispute arises then except as expressly provided in this Contract, the parties shall use all reasonable endeavours follow the procedure set out in this clause: (a) either party shall give to negotiate the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the Authorised Representatives of both the Commissioner and the Provider shall attempt in good faith to resolve the Dispute; (b) if the Authorised Representatives of the Commissioner and the Provider are for any reason unable to resolve the Dispute within 14 days of service of the Dispute Notice, the Dispute shall be referred to senior officers of both the Commissioner and the Provider who shall attempt in good faith to resolve it; and (c) if the senior officers of the Commissioner and the Provider are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties will attempt to settle amicably any dispute or difference it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of whatever nature between them arising under, out of, or in connection with this Agreement (each such dispute or difference a Dispute)the ADR notice should be sent to CEDR Solve. The mediation will start not later than 30 days after the date of the ADR notice. 17.2 Following any referral of a Dispute 12.2 The Provider shall continue to provide the Dispute Resolution Procedure Services in accordance with the terms of this Agreement, the provisions set out in this clause 17 shall applyContract until a Dispute has been resolved. 17.3 12.3 The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute under clause 36 and 37 which shall initially be referred for resolution to [apply at all times. 12.4 If the Director General, DfT Rail Executive] and Dispute is not resolved within 60 days after service of the Chief Executive (or equivalent until appointed) of, WMR (Initial Dispute Board) who shall seek to resolve the matter as soon as reasonably possible and in any event within twenty (20) Working Days of escalationADR notice, or such other period as may be reasonable given either party fails to participate or to continue to participate in the nature mediation before the expiration of the Disputesaid period of 60 days, and the urgency of resolution. The Initial Dispute Board shall be entitled to request such additional information as may be reasonably requested from either WMR or the Secretary of State in respect mediation terminates before the expiration of the Disputesaid period of 60 days, including, but not limited to, any information to be provided pursuant to the relevant provisions of this Agreement. 17.4 Both Parties shall be entitled to make oral and/or written representations to the Initial Dispute Board prior to the Initial Dispute Board making its final determination. 17.5 Where the Initial Dispute Board are not able to resolve the Dispute within twenty (20) Working Days of escalation pursuant to clause 17.3, the Initial Dispute Board shall refer the Dispute for determination by [a Minister and the chairperson of WMR] who shall seek to determine the Dispute within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature of the Dispute 17.6 If the Parties cannot resolve a Dispute in accordance with the above escalation procedure, either Party may at any time refer the Dispute for mediation by serving a written notice on the other Party to that effect (Notice of Mediation). 17.7 If a Notice of Mediation is given, then the Dispute shall be referred to finally resolved by the CEDR for mediation courts of England and Wales in accordance with the CEDR's model mediation procedure. If the Parties are unable to agree on the appointment clause 36 and 37 of a mediator, or any other matter relating to the referral or conduct of the mediation, it shall be referred to the then president of CEDR who shall decide such mattersthese General Terms. 17.8 Except where this Agreement has terminated, the parties shall continue to perform their obligations under the Agreement, regardless of the nature of the Dispute and notwithstanding the referral of the Dispute for resolution pursuant to this clause 17. 17.9 WMR acknowledges and accepts that the decision of the Secretary of State in relation to this exercise of any of the Secretary of State Duties is final and binding.

Dispute Resolution Procedure. 17.1 The Parties 11.1 Disputes under this Agreement (a) Wherever this Agreement provides that the Secretary of State may reasonably determine any matter, LNER may, unless this Agreement expressly provides otherwise, dispute whether a determination made by the Secretary of State is reasonable, but the Secretary of State's determination shall use all reasonable endeavours prevail unless and until it is agreed or found to negotiate in good faith and settle amicably any have been unreasonable. (b) Where either Party is entitled, pursuant to the terms of this Agreement, to refer a dispute or difference arising out of whatever nature between them arising under, out of, or in connection with this Agreement (each for resolution or determination in accordance with the Dispute Resolution Rules, then such dispute shall, unless the Parties otherwise agree and subject to any duty of the Secretary of State under section 55 of the Act, be resolved or difference a Dispute). 17.2 Following any referral of a Dispute determined by arbitration pursuant to the Dispute Resolution Procedure Rules. (c) Where, in accordance the absence of an express provision in this Agreement entitling it to do so, either Party wishes to refer a dispute arising out of or in connection with this Agreement to arbitration pursuant to the terms of this AgreementDispute Resolution Rules, the provisions set out in this clause 17 following process shall apply.: 17.3 The Dispute (i) the Party seeking to refer to arbitration shall initially serve a written notice upon the other Party stating (i) the nature and circumstances of the dispute, (ii) the relief sought including, to the extent possible, an indication of any amount(s) claimed, and (iii) why it is considered that the dispute should be referred for resolution to [resolved by way of arbitration rather than litigation; (ii) the Director General, DfT Rail Executive] and the Chief Executive (or equivalent until appointed) of, WMR (Initial Dispute Board) who other Party shall seek to resolve the matter as soon as reasonably possible and in any event respond within twenty (20) Working Days Weekdays of escalation, or such other period as may be reasonable given the nature service of the Disputenotice confirming whether or not referral of the dispute to arbitration is agreed. In the absence of any response, and the urgency of resolution. The Initial Dispute Board referral to arbitration shall be entitled deemed not to request have been agreed; (iii) in the event that the Parties agree to refer the dispute to arbitration then it shall be resolved or determined in accordance with the Dispute Resolution Rules; (iv) in the event that the Parties do not agree to refer the dispute to arbitration then it shall be resolved or determined in accordance with clause 17 (Governing Law and Jurisdiction); and (v) nothing in this clause 11.1 shall preclude either Party from commencing, continuing or otherwise taking any step by way of litigation in pursuit of the resolution or determination of the dispute unless an agreement is reached to refer the dispute to arbitration. (d) The arbitrator in any dispute referred for resolution or determination under the Dispute Resolution Rules shall be a suitably qualified person chosen by agreement between the Parties or, in default of agreement, chosen by the Secretary of the Access Disputes Committee from a panel of persons agreed from time to time for such additional information as may be reasonably requested from either WMR or purposes between the Secretary of State and LNER or, in respect default of agreement as to the arbitrator or as to such panel, selected on the application of any Party by the President of the Dispute, including, but not limited to, any information Law Society or the President of the Institute of Chartered Accountants in England and Wales from time to be provided pursuant to the relevant provisions of this Agreement. 17.4 Both Parties shall be entitled to make oral and/or written representations to the Initial Dispute Board prior to the Initial Dispute Board making its final determination. 17.5 Where the Initial Dispute Board are not able to resolve the Dispute within twenty time (20) Working Days of escalation pursuant to clause 17.3, the Initial Dispute Board shall refer the Dispute for determination by [a Minister and the chairperson of WMR] who shall seek to determine the Dispute within twenty (20) Working Days of escalation, or such other period as person to whom they may be reasonable given the nature of the Dispute 17.6 If the Parties cannot resolve a Dispute in accordance with the above escalation procedure, either Party may at any time refer the Dispute for mediation by serving a written notice on the other Party to that effect (Notice of Mediationdelegate such selection). 17.7 If a Notice of Mediation is given, then the Dispute shall be referred to the CEDR for mediation in accordance with the CEDR's model mediation procedure. If the Parties are unable to agree on the appointment of a mediator, or any other matter relating to the referral or conduct of the mediation, it shall be referred to the then president of CEDR who shall decide such matters. 17.8 Except where this Agreement has terminated, the parties shall continue to perform their obligations under the Agreement, regardless of the nature of the Dispute and notwithstanding the referral of the Dispute for resolution pursuant to this clause 17. 17.9 WMR acknowledges and accepts that the decision of the Secretary of State in relation to this exercise of any of the Secretary of State Duties is final and binding.

Dispute Resolution Procedure. 17.1 The 10.1 All disputes between any of the Parties shall use all reasonable endeavours arising out of or relating to negotiate in good faith and settle amicably any dispute or difference of whatever nature between them arising under, out of, or in connection with this Agreement (each such shall be referred, by any Party involved in the dispute, to the parties specified in the Detailed Transition Plan acting as a joint body for dispute or difference a Dispute)resolution. 17.2 Following any referral 10.2 If the dispute cannot be resolved by the Parties’ representatives nominated under Xxxxxx 10.1 within a maximum of seven (7) days (or such other time as otherwise agreed in writing by the Parties) after it has been referred to them under Clause 10.1 then: 10.2.1 if the dispute is of a Dispute technical nature or is expressed by this Agreement to be subject to expert determination, by agreement between the Dispute Resolution Procedure Parties it may be referred for final determination to an expert (referred to in this Clause as the “Neutral Adviser”) who shall be deemed to act as expert and not as arbitrator; or 10.2.2 the Parties will attempt to settle the dispute by mediation in accordance with the terms of this Agreement, the provisions set out in this clause 17 CEDR Model Mediation Procedure or failing that it shall applybe determined pursuant to Clause 12.10. 17.3 10.3 The Dispute Neutral Adviser shall initially be referred selected by the agreement of the Parties or, failing agreement, within seven (7) days after a request by one Party to the others, shall be chosen at the request of any Party by the President for resolution to [the Director General, DfT Rail Executive] and time being of the Chief Executive (or equivalent until appointed) of, WMR (Initial Dispute Board) Chartered Institute of Arbitrators who shall seek be requested to resolve choose a suitably qualified and experienced Neutral Adviser for the matter as soon as reasonably possible dispute in question. 10.4 Seven (7) days after the Neutral Adviser has accepted the appointment the relevant Parties shall submit a written report on the dispute to the Neutral Adviser and in to each other and seven (7) days thereafter shall submit any event written replies they wish to make to the Neutral Adviser and to each other. 10.5 The relevant Parties will then afford the Neutral Adviser all necessary assistance which the Neutral Adviser requires to consider the dispute. 10.6 The Neutral Adviser shall be instructed to deliver their determination to the relevant Parties within twenty seven (207) Working Days of escalation, days (or such other period as may be reasonable given agreed between the nature Parties) after the submission of the Dispute, written reports pursuant to Clause 10.4. 10.7 Decisions of the Neutral Adviser shall be final and binding and not subject to appeal except in the case of fraud or manifest error. 10.8 The Neutral Adviser shall have the same powers to require any relevant Party to produce any documents or information to him and the urgency other relevant Parties as an arbitrator and each relevant Party shall in any event supply to him such information which it has and is material to the matter to be resolved and which it could be required to produce on discovery. 10.9 The fees of resolution. The Initial Dispute Board the Neutral Adviser shall be entitled to request such additional information as may be reasonably requested from either WMR or borne by the Secretary of State Parties in respect of the Dispute, including, but not limited to, any information to be provided pursuant proportions determined by the Neutral Adviser having regard (amongst other things) to the relevant provisions of this Agreement. 17.4 Both Parties shall be entitled to make oral and/or written representations to the Initial Dispute Board prior to the Initial Dispute Board making its final determination. 17.5 Where the Initial Dispute Board are not able to resolve the Dispute within twenty (20) Working Days of escalation pursuant to clause 17.3, the Initial Dispute Board shall refer the Dispute for determination by [a Minister and the chairperson of WMR] who shall seek to determine the Dispute within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature of the Dispute 17.6 If the Parties cannot resolve a Dispute in accordance with the above escalation procedure, either Party may at any time refer the Dispute for mediation by serving a written notice on the other Party to that effect (Notice of Mediation). 17.7 If a Notice of Mediation is given, then the Dispute shall be referred to the CEDR for mediation in accordance with the CEDR's model mediation procedure. If the Parties are unable to agree on the appointment of a mediator, or any other matter relating to the referral or conduct of the mediation, it shall be referred to the then president of CEDR who shall decide such matters. 17.8 Except where this Agreement has terminated, the parties shall continue to perform their obligations under the Agreement, regardless of the nature of the Dispute and notwithstanding the referral of the Dispute for resolution pursuant to this clause 17. 17.9 WMR acknowledges and accepts that the decision of the Secretary of State relevant Parties in relation to the dispute in question. 10.10 Work and activity to be carried out under this exercise of any of the Secretary of State Duties is final and bindingAgreement shall not cease or be delayed by this Dispute Resolution Procedure.

Dispute Resolution Procedure. 17.1 The Parties shall use all reasonable endeavours to negotiate in good faith If a Dispute arises between the Council and settle amicably any dispute or difference the Supplier out of whatever nature between them arising under, out of, or in connection with this Agreement the Contract, the Parties shall each use reasonable endeavours to resolve such Dispute by means of prompt discussion at an appropriate managerial level within ten (each such dispute or difference a Dispute). 17.2 Following any referral 10) Working Days of written notice of the Dispute being served by one Party on the other without recourse to legal proceedings. If a Dispute is not resolved within ten (10) Working Days of referral under clause 42.1 then either Party may escalate it to senior representatives of each Party for resolution who shall meet for discussion within ten (10) Working or longer period as the Parties may agree. Provided that both Parties consent, a Dispute not resolved in accordance with clauses 42.1 and 42.2, shall first be referred to mediation or other alternative Dispute resolution procedure as agreed between the Parties, each acting in good faith, pursuant to the procedure set out in clause 42.4. The procedure for mediation is as follows: a neutral adviser or mediator ("the Mediator") shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within ten (10) Working Days after a request by one Party to the other, either Party shall apply to the Centre for Effective Dispute Resolution Procedure (“CEDR”) at Xxxxxxxx Xxxxx, 0 Xxxxxxx Xxxxxxxx Xxxxxx, Xxxxxx, X00 0XX to appoint a Mediator; the Parties shall within ten (10) Working Days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held; unless otherwise agreed, all negotiations connected with the Dispute and any settlement agreement relating to it shall be conducted in confidence; if the Parties reach agreement on the resolution of the Dispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives; unless otherwise agreed the Parties will share equally the costs of mediation, and the use of mediation will be without prejudice to the rights of the Parties in any future proceedings if the mediation does not achieve an agreed resolution of the Dispute within thirty (30) Working Days (or such longer period as the Parties may agree) of the notice of Dispute being served. Unless the Contract shall have already been terminated or abandoned the Supplier shall in every case continue to provide the Goods and/or Services in accordance with the terms of this Agreement, the provisions set out in this clause 17 shall applyContract at all times. 17.3 The Dispute shall initially be referred for resolution to [the Director General, DfT Rail Executive] and the Chief Executive (or equivalent until appointed) of, WMR (Initial Dispute Board) who shall seek to resolve the matter as soon as reasonably possible and in any event within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature of the Dispute, and the urgency of resolution. The Initial Dispute Board shall be entitled to request such additional information as may be reasonably requested from either WMR or the Secretary of State in respect of the Dispute, including, but not limited to, any information to be provided pursuant to the relevant provisions of this Agreement. 17.4 Both Parties shall be entitled to make oral and/or written representations to the Initial Dispute Board prior to the Initial Dispute Board making its final determination. 17.5 Where the Initial Dispute Board are not able to resolve the Dispute within twenty (20) Working Days of escalation pursuant to clause 17.3, the Initial Dispute Board shall refer the Dispute for determination by [a Minister and the chairperson of WMR] who shall seek to determine the Dispute within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature of the Dispute 17.6 If the Parties cannot resolve a Dispute in accordance with the above escalation procedure, either Party may at any time refer the Dispute for mediation by serving a written notice on the other Party to that effect (Notice of Mediation). 17.7 If a Notice of Mediation is given, then the Dispute shall be referred to the CEDR for mediation in accordance with the CEDR's model mediation procedure. If the Parties are unable to agree on the appointment of a mediator, or any other matter relating to the referral or conduct of the mediation, it shall be referred to the then president of CEDR who shall decide such matters. 17.8 Except where this Agreement has terminated, the parties shall continue to perform their obligations under the Agreement, regardless of the nature of the Dispute and notwithstanding the referral of the Dispute for resolution pursuant to this clause 17. 17.9 WMR acknowledges and accepts that the decision of the Secretary of State in relation to this exercise of any of the Secretary of State Duties is final and binding.

Dispute Resolution Procedure. 17.1 The Parties If at least two of the Stockholders dispute the calculation of EBITDA for any Covered Year, then the Stockholders disputing such calculation (a “Disputing Stockholder”) shall use all notify CNS or Parent in writing of such dispute, setting forth, in reasonable endeavours detail, the basis for such dispute (“Dispute Notice”) within 30 days following delivery of the Contingent Payment Statement. If no Dispute Notice is received prior to negotiate in good faith the expiration of such 30-day period, the Contingent Payment Statement shall be final, conclusive and settle amicably binding on the parties hereto. During the period of review of the Contingent Payment Statement and the period of any dispute under this Section 2(b)(vi), Parent and its independent public accountants (the “Parent’s Auditors”) shall give the Stockholders and the Stockholders’ accountants (the “Stockholder’s Accountants”) such access during normal business hours to the books and records of CNS, including the working papers of the Parent’s Auditors, as the Stockholders and the Stockholder’s Accountants shall reasonably request in order to investigate or difference assert the basis for any such dispute. The parties will have 30 days following the date of whatever nature between them arising under, out ofthe Dispute Notice, or in connection with this Agreement (each such dispute or difference a Dispute). 17.2 Following any referral of a Dispute to the Dispute Resolution Procedure in accordance with the terms of this Agreementlonger period as they may mutually agree upon, the provisions set out in this clause 17 shall apply. 17.3 The Dispute shall initially be referred for resolution to [the Director General, DfT Rail Executive] and the Chief Executive (or equivalent until appointed) of, WMR (Initial Dispute Board) who shall seek to resolve the dispute between themselves. If the parties have not resolved such dispute within such period, then the dispute shall be settled by binding arbitration by an accounting firm mutually acceptable to the Stockholders and CNS; provided, that if the Stockholders shall be unable to agree upon an accounting firm, the matter as soon as reasonably possible and shall be resolved by arbitration in any event within twenty (20) Working Days of escalation, or such other period as may be reasonable given New York City under the nature rules then obtaining of the DisputeAmerican Arbitration Association; provided, however, that the arbitrator(s) shall be an accountant familiar with accounting for companies reporting under federal securities law and who shall be a member, partner, principal of or hold a similar position with, a firm which is a member of the PCAOB. The arbitrator shall consider only matters of accounting and matters that are in dispute with respect to the calculation of EBITDA for the Covered Year in question. The fees and expenses of Parent’s Auditors shall be paid by Parent, and the urgency fees and expenses of resolution. The Initial Dispute Board Stockholder’s Accountants shall be entitled to request such additional information as may be reasonably requested from either WMR or paid by the Secretary of State in respect of the Dispute, including, but not limited to, any information to be provided pursuant to the relevant provisions of this AgreementDisputing Stockholders. 17.4 Both Parties shall be entitled to make oral and/or written representations to the Initial Dispute Board prior to the Initial Dispute Board making its final determination. 17.5 Where the Initial Dispute Board are not able to resolve the Dispute within twenty (20) Working Days of escalation pursuant to clause 17.3, the Initial Dispute Board shall refer the Dispute for determination by [a Minister and the chairperson of WMR] who shall seek to determine the Dispute within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature of the Dispute 17.6 If the Parties cannot resolve a Dispute in accordance with the above escalation procedure, either Party may at any time refer the Dispute for mediation by serving a written notice on the other Party to that effect (Notice of Mediation). 17.7 If a Notice of Mediation is given, then the Dispute shall be referred to the CEDR for mediation in accordance with the CEDR's model mediation procedure. If the Parties are unable to agree on the appointment of a mediator, or any other matter relating to the referral or conduct of the mediation, it shall be referred to the then president of CEDR who shall decide such matters. 17.8 Except where this Agreement has terminated, the parties shall continue to perform their obligations under the Agreement, regardless of the nature of the Dispute and notwithstanding the referral of the Dispute for resolution pursuant to this clause 17. 17.9 WMR acknowledges and accepts that the decision of the Secretary of State in relation to this exercise of any of the Secretary of State Duties is final and binding.