Common use of Dispute Resolution Clause in Contracts

Dispute Resolution. I 2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 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 the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 a mediation provider 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 to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider 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-binding but informative 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 I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law.

Dispute Resolution. I 2.1 The Parties shall attempt in good faith to negotiate 15.1 A Party claiming that a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining Dispute has arisen must promptly give the other Party from doing a Dispute Notice. 15.2 A Party must not commence any act court proceedings in relation to a Dispute, except proceedings for urgent interlocutory relief, unless it has complied with this Clause 15 in relation to that Dispute. 15.3 Despite the existence of a Dispute, the Parties must continue to perform their obligations under this Contract. 15.4 This Clause 15 does not limit or compelling otherwise affect the rights of the Department, which includes all of its rights under, this Contract, including its right to terminate it. 15.5 If a Party gives a Dispute Notice under this Clause 15, it is open to either Party to give a Notice of any other issue or dispute connected with the initial Dispute, and all other issues or disputes raised shall be deemed to have been included in the initial Dispute Notice. 15.6 If a Dispute Notice has been given by a Party and that Dispute is the subject of the Dispute resolution process under this Clause 15, neither Party may give a further Dispute Notice which commences a new Dispute resolution process for that Dispute without the consent of the other Party. A Party seeking to give a further Dispute Notice or Dispute Notices must provide evidence to the other Party as to do any act. I 2.3 If why the dispute new issues that it wishes to raise cannot be resolved managed as part of resolving the current Dispute, and that the Dispute which warrants the giving of a further Dispute Notice is clearly distinguished from, or does not arise as a result of, the Dispute resolution process that was commenced by the Parties pursuant to clause I 2.1 initial Dispute Notice. 15.7 If a Party gives a Dispute Notice, the Parties shall refer it must seek to mediation pursuant resolve that Dispute through good faith negotiations. 15.8 If the Parties are unable to settle a Dispute within seven days of one Party giving a Dispute Notice to the procedure set out in clause I 2.4 other Party, each Party must appoint a representative with authority to settle the Dispute. The obligations of appointed representatives must meet within a further seven days to attempt to settle the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and the Contractor and its Staff shall comply fully with the requirements of the Contract at all timesDispute. I 2.5 The procedure for mediation and consequential provisions relating 15.9 If the representatives are unable to mediation are as followsresolve the Dispute within seven days of first meeting, the Dispute must be referred within 14 days after their meeting to: a) a neutral adviser in the case of the Department – its Executive Director or mediator (the “Mediator”) shall be chosen by agreement between the PartiesDeputy Secretary of, 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 a mediation provider to appoint a Mediator.their delegate; and b) The Parties shall within ten (10) Working Days in the case of the appointment Training Provider – its CEO. 15.10 The Department’s representative and the CEO must meet with each other to seek to resolve the Dispute within seven days after the end of the Mediator meet with him in order to agree a programme for referral period under Clause 15.9. 15.11 If the exchange Dispute is not resolved within seven days of all relevant information the first meeting of the Department’s representative and the structure to be adopted for negotiations to be held. If considered appropriateTraining Provider's CEO, the Parties Department may at any stage seek assistance from a refer the Dispute to mediation provider administered by the ADC according to provide guidance on a suitable procedureits mediation guidelines. 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) 15.12 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-binding but informative 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 Dispute is referred to arbitration pursuant to mediation by the procedures set out in clause I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save thatDepartment: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to mediation will be referred to and resolved by arbitration conducted in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on ADC's Guidelines for Commercial Mediation operating at the Authority of its intentions and time the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be Dispute is referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000ADC; b) the Authority shall give a written notice of arbitration to Parties must (unless they agree otherwise) conduct the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details mediation within 14 days of the issues to be resolvedmediator being appointed; c) the London Court each Party will pay its own costs of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied attending and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties participating in the absence of any material failure to comply with such rules;mediation; and d) the tribunal shall consist cost of a sole arbitrator to the ADC and the appointed mediator will be agreed by shared equally between the Parties;. e) if 15.13 The Department may notify the Minister of any Dispute. 15.14 In the event that the Department refers the Dispute to mediation and the Parties fail are unable to agree resolve the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted Dispute in accordance withwith Clause 15.12, English lawor the Dispute is not referred to mediation, then the Department may refer the Dispute to the Secretary or the Secretary's nominee for determination. A decision made under a referral in accordance with this Clause 15.14, will be final and binding on both Parties. 15.15 This Clause 15 does not apply to a Dispute arising under Clause 11 or Clause 17 or Clause 11 of Schedule 1.

Dispute Resolution. I 2.1 28.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) 20 Working Days of either Party notifying the other of the dispute and dispute. If necessary such efforts shall involve the escalation of the dispute ultimately to the Commercial Director finance director (or such other person as he may directequivalent) of each Partythe Contractor and the Authority’s Head of Procurement. I 2.2 28.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of the competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 28.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 28.1 the Parties dispute shall refer it be referred to mediation pursuant to the procedure set out in clauseclause 28.5 unless the Authority considers that the dispute is not suitable for resolution by mediation or the Contractor does not agree to mediation. I 2.4 28.4 The obligations performance of the Parties under the Contract shall not ceasebe suspended, cease or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and the Contractor (and its Staff employees, consultants, agents or sub-contractors) shall comply fully with the requirements of the Contract at all times. I 2.5 28.5 The procedure for mediation and consequential provisions relating to mediation are is as follows: a) 28.5.1 a neutral adviser or mediator (“the “Mediator”) shall be chosen by agreement between the Parties, or if . If they are unable to agree upon a Mediator within ten (10) 10 Working Days after a request nomination of a Mediator by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) 10 Working Days from the date of the proposal to appoint a Mediator, nomination or within ten (10) 10 Working Days of notice to either Party discovering that he the nominated Mediator is unable or unwilling to act, apply to a mediation provider the Centre for Effective Dispute Resolution (“CEDR”) to appoint a Mediator. b) 28.5.2 The Parties shall within ten (10) 10 Working Days of the appointment of the Mediator meet with him the appointed Mediator in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider CEDR to provide guidance on a suitable procedure. c) 28.5.3 Unless otherwise agreedagreed in writing, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence confidence, save that details of the settlement may be given to any Central Government department without the permission of the Contractor, and without prejudice to the rights of the Parties in any future proceedings. d) 28.5.4 If the Parties reach agreement on the resolution of the dispute, the agreement shall be recorded in reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives. e) 28.5.5 Failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative written opinionopinion in writing. 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) 28.5.6 If the Parties fail to reach agreement in the structured negotiations within sixty (60) 45 Working Days of the Mediator being appointed, or such longer period as may be agreed by the PartiesParties in writing, 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 I 2.6Courts. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law.

Dispute Resolution. I 2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such dispute. Such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clauseclause I 2.5 unless (a) the Authority considers that the dispute is not suitable for resolution by mediation; or (b) the Contractor does not agree to mediation. I 2.4 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 the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 a mediation provider 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 to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider 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-binding but informative 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 I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute initiate court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit]. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: (i) that the dispute is referred to arbitration; and (ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law.

Dispute Resolution. I 2.1 44.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and dispute, such efforts shall involve the escalation of the dispute ultimately to the Commercial Director of Procurement (or such other person as he may directequivalent) of each Party. I 2.2 44.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of the competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 44.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 44.1 the Parties dispute shall refer it be referred to mediation pursuant to the procedure set out in clauseclause 44.5 unless the Parties agree that the dispute is not suitable for resolution by mediation. I 2.4 44.4 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 the Contractor and its Staff the Contractor’s Personnel shall comply fully with the requirements of the Contract at all times. I 2.5 44.5 The procedure for mediation and consequential provisions relating to mediation are as follows: a) 44.5.1 a neutral adviser or mediator ("the “Mediator”") shall be chosen by agreement between the PartiesParties or, 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, Mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to a mediation provider the Centre for Effective Dispute Resolution to appoint a Mediator. b) The 44.5.2 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. If considered appropriate, the Parties may at any stage seek assistance from a the Centre for Effective Dispute Resolution or other mediation provider to provide guidance on a suitable procedure. c) Unless 44.5.3 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 44.5.4 if the Parties reach agreement on the resolution of the dispute, the agreement shall be recorded in reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives. e) Failing 44.5.5 failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative 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 44.5.6 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 courts unless the dispute is referred to arbitration pursuant to the procedures set out in clause I 2.644.6. I 2.6 44.6 Subject to clause I 2.244.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 44.1, 44.3 and I 2.3 44.5 have been completed save that: a) the 44.6.1 The Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.744.7. b) if 44.6.2 If the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty twenty-one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with the provisions of clause I 2.744.7. c) the 44.6.3 The Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with the provisions of clause I 2.744.7, to which the Authority may consent as it sees fit. I 2.7 44.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.644.6: a) 44.7.1 the arbitration shall be governed by the provisions of the Arbitration Xxx 0000Act 1996; b) 44.7.2 the Authority shall give a written notice of arbitration to the Contractor ("the “Arbitration Notice“") stating: i) 44.7.2.1 that the dispute is referred to arbitration; and ii) 44.7.2.2 providing details of the issues to be resolved; c) 44.7.3 the London Court of International Arbitration (“"LCIA”") procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) clause 44.7.2 shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) 44.7.4 the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) 44.7.5 if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law.clause

Dispute Resolution. I 2.1 The Parties 20.1 If a dispute arises out of or in connection with this Agreement or the performance, validity, or enforceability of it (Dispute) then the parties shall follow the procedure set out in this clause: a) either party shall give to 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 Implementation Manager of Arrow and the Implementation Manager of the Customer shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with resolve the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 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 the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 a mediation provider 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 to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider 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-binding but informative 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 I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7Dispute b) if the Contractor intends Implementation Managers are for any reason unable to commence court proceedings, it shall serve written notice on resolve the Authority of its intentions and the Authority shall have twenty one Dispute within thirty (2130) days following receipt of such notice to serve a reply on service of the Contractor requiring Dispute Notice, the dispute to Dispute shall be referred to and a director of each party who shall attempt in good faith to resolve it; and c) if both parties’ directors are together for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within twenty-eight (28) days of service of the Tel: 0000 000 0000 Web: xxx.xxxxxxxxxxxxxxxxxxx.xx.xx 26 Dispute Notice, the mediator shall be nominated by CEDR. 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 the ADR notice should be sent to CEDR. Unless otherwise agreed between the parties, the mediation will start not later than twenty- eight (28) days after the date of the ADR notice. 20.2 No party may commence any court proceedings under clause 23 in relation to the whole or part of the Dispute until twenty-eight (28) days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 20.3 If the Dispute is not resolved within fourteen (14) days after service of the ADR notice, either party fails to participate or ceases to participate in the mediation before the expiry of that fourteen (14) day period, or the mediation terminates before the expiry of that fourteen (14) day period, the Dispute shall be finally resolved by arbitration the courts of England and Wales in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit23. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law.

Dispute Resolution. I 2.1 11.2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director those persons named in Clause 2.3 (or such other person as he may direct) of each PartyNotices). I 2.2 11.2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 11.2.3 If the dispute cannot be resolved by the Parties pursuant to clause I Clause 11. 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clauseClause 11.2.5 unless (a) the Authority considers that the dispute is not suitable for resolution by mediation; or (b) the Supplier does not agree to mediation. I 2.4 11.2.4 The obligations of the Parties under the Contract shall not ceasebe suspended, cease or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and the Contractor Supplier and its the Staff shall comply fully with the requirements of the Contract at all times. I 2.5 11.2.5 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 PartiesParties or, 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, Mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to a mediation provider the Centre for Effective Dispute Resolution (“CEDR”) 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 to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider CEDR 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 reduced to 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-non- binding but informative written opinionopinion in writing. 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 I 2.6Courts. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law.

Dispute Resolution. I 2.1 34.1 The Parties shall attempt in good faith attempt to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each PartyAgreement. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from 34.2 If any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the such dispute cannot be resolved by in accordance with condition 34.1, the Parties pursuant to clause I 2.1 the relevant Parties shall refer it consider referring the matter to mediation pursuant to the procedure set out in clause I 2.4 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 the Contractor and its Staff shall comply fully accordance with the requirements of the Contract at all timescondition 34.3. I 2.5 34.3 The procedure for mediation and consequential provisions relating to mediation are shall be as follows: a) 34.3.1 a neutral adviser or mediator person ("the “Mediator”") shall be chosen by agreement between the relevant Parties, or if they are unable to agree upon a Mediator alternatively, any Party may 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 14 days from the date of the proposal to appoint a Mediatormediator, or within ten (10) Working Days 14 days of notice to either any Party that he the chosen mediator is unable or unwilling to act, apply to a mediation provider the Centre for Dispute Resolution ("CEDR") to appoint a Mediator.mediator; b) The 34.3.2 the relevant Parties shall within ten (10) Working Days 14 days of the appointment of the Mediator meet with him in order or her to agree a programme timetable for the exchange of all relevant and necessary information and the structure procedure to be adopted for negotiations to be heldthe mediation. If considered appropriate, the relevant Parties may at any stage seek assistance from a mediation provider to provide CEDR guidance on a suitable procedure.; c) Unless 34.3.3 unless otherwise agreed, all negotiations and proceedings in the mediation connected with the dispute and any settlement agreement relating to it shall be conducted in strict confidence and shall be without prejudice to the rights of the relevant Parties in any future proceedings.; d) If 34.3.4 if the relevant Parties reach agreement on the resolution of the dispute, the that agreement shall be recorded put in writing and shall be binding on upon the Parties once it is signed by their duly authorised representatives.relevant Parties; e) Failing 34.3.5 failing agreement, either of the Parties any relevant Party may invite the Mediator to provide a non-binding but informative written opinionopinion in writing. 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 dispute without the prior written consent of both the relevant Parties. f) If the Parties fail to reach agreement in the structured negotiations within 34.4 For a period of 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 I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at from the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days Mediator, or such other period as the relevant Parties may agree, none of the Arbitration Notice being issued by Parties to the Authority under clause I 2.7 (b) or if dispute may commence any proceedings in relation to the person appointed is unable or unwilling matters referred to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English lawMediator.

Dispute Resolution. I 2.1 16.1 A Party claiming that a Dispute has arisen must promptly give the other Party a Dispute Notice. 16.2 The Parties shall must attempt to resolve all Disputes under this Clause 16 before commencing any court proceedings, except proceedings for urgent interlocutory relief. 16.3 Despite the existence of a Dispute, the Parties must continue to perform their obligations under this VET Funding Contract. 16.4 This Clause 16 does not affect the rights of the Department, which includes all of its rights and its right to terminate this VET Funding Contract. 16.5 The Parties must seek to resolve all Disputes acting in good faith and must not unreasonably delay or hinder the dispute resolution process provided for under this Clause 16. 16.6 If a Party provides a Dispute Notice under this Clause 16, it is open to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying to provide a Notice of any other issue or dispute, and all other issues or disputes raised shall be deemed to have been included in the initial Dispute Notice. 16.7 If a Dispute Notice has been served by a Party, neither Party may issue a further Dispute Notice which recommences the Dispute resolution process as specified in this Clause 16 in respect of that Dispute without the consent of the other of the dispute and such efforts shall involve the escalation of the dispute ultimately Party. A Party seeking to the Commercial Director (issue a further Dispute Notice or such other person as he may direct) of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining Dispute Notices must provide evidence to the other Party from doing any act or compelling as to why the other Party new issues that it wishes to do any act. I 2.3 If the dispute raise cannot be resolved managed as part of resolving the current Dispute, and that the Dispute which warrants the issue of a further Dispute Notice is clearly distinguished from, or does not arise as a result of, that which was commenced by the Parties pursuant to clause I 2.1 initial Dispute Notice. 16.8 If the Parties shall refer it are unable to mediation pursuant settle a Dispute within seven days of one Party giving a Dispute Notice to the procedure set out in clause I 2.4 other Party, each Party must appoint a representative with authority to settle the Dispute. The obligations of appointed representatives must meet within a further seven days to attempt to settle the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and the Contractor and its Staff shall comply fully with the requirements of the Contract at all timesDispute. I 2.5 The procedure for mediation and consequential provisions relating 16.9 If the representatives are unable to mediation are as followsresolve the Dispute within seven days of first meeting, the Dispute must be referred within a further seven day period (Referral Period) to: a) a neutral adviser in the case of the Department – its Executive Director or mediator (the “Mediator”) shall be chosen by agreement between Deputy Secretary of the PartiesDepartment, 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 a mediation provider to appoint a Mediator.their delegate; and b) The Parties shall within ten (10) Working Days in the case of the appointment Training Provider – its CEO. 16.10 The Department’s representative and the CEO must meet with each other to seek to resolve the Dispute within seven days of the Mediator meet with him in order to agree a programme for last day of the exchange Referral Period. 16.11 If the Dispute is not resolved within seven days of all relevant information the first meeting of the Department’s representative and the structure to be adopted for negotiations to be held. If considered appropriateCEO, the Parties Department may at any stage seek assistance from a refer the Dispute to mediation provider administered by the Australian Commercial Disputes Centre (ACDC) according to provide guidance on a suitable procedureits mediation guidelines. 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) 16.12 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-binding but informative 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 Dispute is referred to arbitration pursuant to mediation by the procedures set out in clause I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save thatDepartment: a) the Authority may at any time before court proceedings are commenced, serve Parties will agree on a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) mediator within seven days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000referral, failing which a mediator will be provided by ACDC; b) the Authority shall give a written notice of arbitration to Parties must (unless they agree otherwise) conduct the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details mediation within 14 days of the issues to be resolvedmediator being appointed; c) each Party will pay its own costs in relation to attendance at, and participation in, the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules;mediation; and d) the tribunal shall consist cost of a sole arbitrator the ACDC and the appointed mediator will be shared equally between the Parties. 16.13 The Department may notify the Minister of any Dispute. 16.14 In the event that the Department refers the Dispute to be agreed mediation and the Parties are unable to resolve the Dispute pursuant to Clause 16.12, or the Dispute is not referred to mediation, then the Department may refer the Dispute to the Secretary, or such other person nominated by the Secretary, as appropriate. A decision made pursuant to a referral under this Clause 16.14, will be final and binding on both Parties;. e) if the Parties fail 16.15 This Clause 16 does not apply to agree the appointment a Dispute arising under Clause 11 or Clause 18 or Clause 13 of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English lawSchedule 1.

Dispute Resolution. I 2.1 20.1 The Parties shall attempt in good faith to negotiate a settlement to resolve any dispute between them arising out of or in connection with the Contract within twenty (20) 10 Working Days of either Party notifying the other of the dispute and such efforts shall involve include the escalation of the dispute ultimately to the Commercial Director (Supplier’s representative and the Authority’s commercial director or such other person as he may direct) of each Partyequivalent. I 2.2 20.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 20.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 Clause 20.1 the Parties shall refer it to mediation pursuant to the procedure set out in clauseClauses 20.5 to 20.10. I 2.4 20.4 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 the Contractor Supplier and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 The procedure for mediation and consequential provisions relating to mediation are as follows: a) a 20.5 A neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the PartiesParties or, or if they are unable to agree upon a Mediator within ten (10) 10 Working Days after a request by one Party to the other or if the chosen Mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) 10 Working Days from the date of the proposal to appoint a Mediator, Mediator or within ten (10) 10 Working Days of notice to either Party that he is unable or unwilling to act, apply to a mediation provider the Centre for Effective Dispute Resolution to appoint a Mediator. b) 20.6 The Parties shall shall, within ten (10) 10 Working Days of the appointment of the Mediator, meet the Mediator meet with him in order to agree a programme for the exchange disclosure of all relevant information and the structure to be adopted for negotiations to be heldnegotiations. If considered appropriate, the The Parties may at any stage seek assistance from a mediation provider the Centre for Effective Dispute Resolution to provide guidance on a suitable procedure. c) 20.7 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) 20.8 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) 20.9 Failing agreement, either of the Parties may invite the Mediator to provide a non-non- binding but informative 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) 20.10 If the Parties fail to reach agreement in the structured negotiations within sixty (60) 60 Working Days of the Mediator being appointed, or such longer period as may be agreed by the Parties, then any the 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 I 2.6Courts. I 2.6 20.11 Subject to clause I 2.2Clause 20.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 Clauses 20.1 and I 2.3 20.5 to 20.10 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fitcompleted. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law.

Dispute Resolution. I 2.1 (1) The Parties parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty Contract. (202) Working Days of either Party notifying If the other of parties cannot resolve the dispute and such efforts shall involve the escalation pursuant to paragraph (1) of this Condition, the dispute ultimately to may, by agreement between the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot parties, be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it referred to mediation pursuant to the procedure set out in clauseparagraph (4) of this Condition. I 2.4 (3) The obligations performance of the Parties under the Contract Services shall not cease, cease or be suspended or delayed by the reference of a dispute to mediation pursuant to paragraph (or arbitration2) and the Contractor and its Staff shall comply fully with the requirements of the Contract at all timesthis Condition. I 2.5 The procedure for mediation and consequential provisions relating (4) If the parties agree to mediation are as followsrefer the dispute to mediation: (a) a neutral adviser or mediator in order to determine the person who shall mediate the dispute (the “Mediator”) the parties shall be chosen by agreement between choose a neutral adviser or mediator from one of the Parties, dispute resolution providers listed by the Office of Government Commerce on its website or if they are unable in its printed guidance on dispute resolution within 30 days after agreeing to agree upon a Mediator within ten refer the dispute to mediation; (10b) 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 parties 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 a mediation provider to appoint a Mediator. b) The Parties shall within ten (10) Working Days 14 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. If considered appropriate, the Parties parties may at any stage seek assistance from a mediation provider the Office of Government Commerce to provide guidance on a suitable procedure.; (c) Unless 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 parties in any future proceedings.; (d) If if the Parties parties reach agreement on the resolution of the disputedispute within 60 days of the Mediator being appointed, or such longer period as may be agreed between the parties, the agreement shall be recorded in reduced to writing and shall be binding on the Parties parties once it is signed by their duly authorised representatives.both the Authority and the Contractor; (e) Failing agreementfailing agreement within 60 days of the Mediator being appointed, or such longer period as may be agreed between the parties, either of the Parties parties may invite the Mediator to provide a non-binding but informative written opinionopinion in writing. 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 Partiesparties. f(5) If the Parties parties do not agree to refer the dispute to mediation, or if the parties fail to reach agreement as to who shall mediate the dispute pursuant to Condition 22(4)(a) or if they fail to reach agreement in the structured negotiations within sixty (60) Working Days 60 days of the Mediator being appointed, appointed or such longer period as may be agreed by the Partiesparties, 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 I 2.6courts. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law.

Dispute Resolution. I 2.1 36.1. The Parties shall attempt in good faith to negotiate a settlement to of any dispute between them arising out of or in connection with the Contract this Framework Agreement within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each PartyAuthority Representative and the Supplier Representative. I 2.2 36.2. Nothing in this dispute resolution procedure Dispute Resolution Procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 36.3. The obligations of the Parties under this Framework Agreement shall not be suspended, cease or be delayed by the reference of a dispute to mediation or arbitration pursuant to this Clause 36 and the Supplier and Staff shall comply fully with the requirements of this Framework Agreement at all times. 36.4. If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 Clause 36.1, the Parties shall refer it to mediation pursuant to the procedure set out in clauseClause 36.5 unless the Authority considers that the dispute is not suitable for resolution by mediation. I 2.4 The obligations of 36.5. If a dispute is referred to mediation the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 The procedure for mediation and consequential provisions relating to mediation are as followsfollowing provisions: a) 36.5.1. a neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the PartiesParties or, or if they are unable to agree upon a Mediator mediator within ten (10) Working Days after a request by one Party to the other or if the Mediator 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, mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to a mediation provider the Centre of Effective Dispute resolution (“CEDR”) to appoint a Mediator.mediator; b) The 36.5.2. the Parties shall within ten (10) Working Days of the appointment of the Mediator 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. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider the CEDR to provide guidance on a suitable procedure.; c) Unless 36.5.3. 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 36.5.4. if the Parties reach agreement on the resolution of the dispute, the agreement shall be recorded in reduced to writing and shall be binding on the Parties once it is signed with effect from its signature by their duly authorised representatives.; e) Failing 36.5.5. failing agreement, either of the Parties may invite the Mediator mediator to provide a non-binding but informative written opinionopinion in writing. 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 this Framework Agreement without the prior written consent of both Parties.; and f) If 36.5.6. if the Parties fail to reach agreement in the structured negotiations within sixty (60) Working Days of the Mediator 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 arbitration pursuant to Clause 36.6. 36.6. If a dispute cannot be resolved by the Courts Parties pursuant to Clause 36.5 the Parties shall refer it to arbitration pursuant to the procedure set out in Clause 36.7 unless the Authority considers that it is not suitable for resolution by arbitration. 36.7. If a dispute is referred to arbitration pursuant to the procedures set out in clause I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until comply with the procedures set out in clauses I 2.1 and I 2.3 have been completed save thatfollowing provisions: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) 36.7.1. the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) 0000 and the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) LCIA procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to into this Framework Agreement (save that in the Contract event of any conflict between those rules and this Framework Agreement, this Framework Agreement shall prevail); 36.7.2. the decision of the arbitrator shall be binding on the Parties (in the absence of any material failure by the arbitrator to comply with such the LCIA procedural rules); d) 36.7.3. the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if Parties and in the event that the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or Working Days or, if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA;; and f) 36.7.4. the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English lawLondon.

Dispute Resolution. I 2.1 The Parties Each Party shall attempt in good faith use its reasonable endeavours to negotiate a settlement to resolve amicably and expeditiously any dispute which may arise between them arising out of concerning these terms, any Order Form or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 documents incorporated by reference therein. If the a dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out amicably within 7 days of such dispute being notified in clause I 2.4 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 the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 writing by one Party to the other for the purposes of this clause 7 then the dispute shall be determined as follows: 7.1 If the dispute is of a technical nature concerning the interpretation of any Order Form or if relating to the Mediator functions or capabilities of the Software, any applicable Third Party Software or the Services or Third Party Services or any similar or related matter or that the Parties agree is of a technical nature (“Technical Dispute”) then such dispute shall be referred to the next scheduled meeting of the Parties or a meeting of the Parties expeditiously convened for this purpose 7.2 If such meeting cannot resolve a Technical Dispute to the satisfaction of both Parties then the dispute will be referred as a matter of urgency to an appropriately qualified senior manager or director of each Party 7.3 If such senior managers or directors cannot resolve a Technical Dispute within 21 days of the meeting referred to in clause 7.1 or such other period that they may agree then the Parties shall attempt to settle the dispute by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed upon is unable or unwilling between the Parties, the mediator will be nominated by CEDR. To initiate the mediation a Party must give notice in writing (an "ADR Notice") to act, either the other Party to the dispute requesting a mediation. A copy of the request shall within ten (10) be sent to CEDR Solve. The mediation will start not later than 10 Working Days from after the date of the proposal to appoint a MediatorADR Notice. If the matter has not been resolved by mediation within 30 days of the initiation of such procedure, or if a Party will not properly participate in the mediation procedure within ten (10) Working Days 5 days of notice to either Party that he is unable or unwilling to act, apply to a mediation provider to appoint a Mediator. b) The Parties shall within ten (10) Working Days of request by 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. If considered appropriateother Party, the Parties may at any stage seek assistance from a mediation provider 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-binding but informative 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 I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.77.4 b) 7.4 Non-technical disputes shall be referred as a matter of urgency to the managing directors of each Party and if they cannot resolve such dispute within 21 days of it being referred to them then the Contractor intends to commence court proceedings, it dispute shall serve written notice on be determined by the Authority of its intentions English Courts and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing Parties hereby submit to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fitexclusive jurisdiction of those courts for such purpose. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law.

Dispute Resolution. I 2.1 The 25.1 Where any Dispute arises between the Parties in connection with this Agreement, the Parties shall attempt to resolve the Dispute in good faith faith. During the period of the Dispute, the Parties shall continue to negotiate comply with their respective obligations under this Agreement. 25.2 Where the Parties are unable to resolve the Dispute in good faith, the dispute may be escalated to the relevant Parties’ senior representatives (being a settlement senior executive of the relevant Party with sufficient authority to bind the relevant Party in any dispute between them arising out agreement reached in respect of or the Dispute) in connection with order to try and resolve the Contract Dispute. If the Parties’ senior representatives are unable to resolve the Dispute within twenty fifteen (2015) Working Days of either Party notifying referral, the other of the dispute and such efforts Dispute shall involve the escalation of the dispute ultimately be referred to the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Nothing mediation in this dispute accordance with clause 25.4, save for any Lead Authority Disputes which shall be referred to resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 25.3. 25.3 Where a Dispute is a Lead Authority Dispute then the following shall apply: 25.3.1 the Lead Authority shall notify an Alternate Lead Authority (whose identity is to be agreed between the Operator and the Lead Authority or where they cannot agree the identity of the Lead Authority as determined by TfW) in writing, asking for input. Such notice shall provide background information on the issue and reasons why the Lead Authority believes the Operator has not engaged in good faith; 25.3.2 upon receipt of such notice, the Alternate Lead Authority shall consider the information provided in the notice and shall promptly request any additional information from the Operator that may be required to consider the dispute; 25.3.3 upon receipt of such additional information from the Operator, the Alternate Lead Authority shall consider all responses within fifteen (15) Working Days. The Alternate Lead Authority shall notify both the Operator and the Lead Authority of its decision; and 25.3.4 in the event that the Alternate Lead Authority agrees that the Operator has not engaged in good faith, then the Lead Authority may suspend or reduce BES 2 Funding paid to the Operator in respect of the disputed service or services or seek compensation in accordance with Schedule 3; or 25.3.5 in the event that the Alternate Lead Authority agrees that the Operator has engaged in good faith, the BES 2 Funding paid to the Operator shall continue. 25.4 If the Parties are unable to resolve a Dispute within two (2) months, the Parties shall refer it attempt to settle the Dispute by mediation pursuant in accordance with the CEDR Model Mediation Procedure. Within ten (10) Working Days of service of referral to mediation, the mediator shall be nominated by CEDR. To initiate the mediation, one Party must serve notice in writing ("ADR Notice") to the procedure set out in clause I 2.4 The obligations other Party(s) requesting mediation. A copy of the Parties under the Contract shall not cease, or ADR Notice should be suspended or delayed by the reference of a dispute sent to mediation (or arbitration) and the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 CEDR. Unless otherwise agreed between the Parties, or if they are unable to agree upon a Mediator the mediation shall start no later than ten (10) Working Days after the date of the ADR Notice. 25.5 If the Dispute is not resolved within ten (10) Working Days after a request by one service of the ADR Notice, any Party fails to participate or ceases to participate in the other or if mediation before the Mediator agreed upon is unable or unwilling to act, either Party shall within expiry of that ten (10) Working Days from the date of the proposal to appoint a MediatorDay period, or within the mediation terminates before the expiry of that ten (10) Working Days Day period, the Dispute shall be finally resolved by the courts of notice to either Party that he is unable or unwilling to act, apply to a mediation provider to appoint a MediatorEngland and Wales. b) 25.6 The Parties shall within ten (10) Working Days of may by written agreement, agree to vary the appointment of the Mediator meet with him time periods set out in order this clause 25 to agree resolve a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriateDispute. 25.7 Any decision, the Parties may at any stage seek assistance judgement or settlement resulting from a mediation provider to provide guidance on a suitable procedure. c) Unless otherwise agreed, all negotiations connected Dispute determined in accordance 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 clause 25 shall be recorded in writing writing, signed by all the Parties involved, and shall be binding on the Parties once it is signed by their duly authorised representatives. e) Failing agreement, either of Parties. Where the Parties may invite have submitted the Mediator to provide a non-binding but informative 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 Dispute to the Courts unless the dispute is referred to arbitration pursuant to the procedures set out in clause I 2.6. I 2.6 Subject to clause I 2.2of England and Wales, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator Courts of England and Wales shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law.

Dispute Resolution. I 2.1 I2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) 20 Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director finance director (or such other person as he may directequivalent) of each Party. I 2.2 I2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 I2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 I2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clauseclause I2.5 unless (a) the Client considers that the dispute is not suitable for resolution by mediation; or (b) the Contractor does not agree to mediation. I 2.4 I2.4 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 the Contractor and its the Staff shall comply fully with the requirements of the Contract at all times. I 2.5 I2.5 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 PartiesParties or, or if they are unable to agree upon a Mediator within ten (10) 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) 10 Working Days from the date of the proposal to appoint a Mediator, Mediator or within ten (10) 10 Working Days of notice to either Party that he is unable or unwilling to act, apply to a [the Centre for Effective Dispute Resolution or other mediation provider provider] to appoint a Mediator. (b) The Parties shall within ten (10) 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. If considered appropriate, the Parties may at any stage seek assistance from a [the Centre for Effective Dispute Resolution or other mediation provider provider] 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-binding but informative 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) 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 I 2.6I2.6. I 2.6 I2.6 Subject to clause I 2.2I2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 I2.1 and I 2.3 I2.3 have been completed save that: (a) the Authority Client may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7I2.7. (b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority Client of its intentions and the Authority Client shall have twenty one (21) 21 days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7I2.7. (c) the Contractor may request by notice in writing to the Authority Client that any dispute be referred and resolved by arbitration in accordance with clause I 2.7I2.7, to which the Authority Client may consent as it sees fit. I 2.7 I2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6I2.6: (a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000Act 1996; (b) the Authority Client shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“”) stating: (i) that the dispute is referred to arbitration; and (ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law.

Dispute Resolution. I 2.1 43.1 The Supplier shall ensure that it puts in place and maintains throughout the Term clearly defined policies and procedures (including escalation procedures) for dealing with Complaints raised by Contracting Bodies. Copies of such policies and procedures shall be promptly provided to the Authority upon request. The Supplier's implementation of its complaints procedures may be monitored by the Authority to ensure an effective and timely response to each Complaint raised by a Contracting Body. The Supplier shall ensure that the progress of each Complaint is checked and followed up to ensure satisfactory resolution, as confirmed by the Contracting Body's representative. 43.2 The Parties shall attempt in good faith to negotiate a settlement to of any dispute between them arising out of or in connection with the Contract this Framework Agreement within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each PartyAuthority Representative and the Supplier Representative. I 2.2 43.3 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 43.4 The obligations of the Parties under this Framework Agreement shall not be suspended, cease or be delayed by the reference of a dispute to mediation or arbitration pursuant to this Clause 43 and the Supplier and its employees, personnel and associates shall comply fully with the requirements of this Framework Agreement at all times. 43.5 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 Clause 43.2 above, the Parties shall refer it to mediation pursuant to the procedure set out in clauseClause 43.6 below unless the Authority considers that the dispute is not suitable for resolution by mediation. I 2.4 The obligations of the Parties under the Contract shall not cease, or be suspended or delayed by the reference of 43.6 If a dispute is referred to mediation (or arbitration) and the Contractor and its Staff parties shall comply fully with the requirements of the Contract at all times. I 2.5 The procedure for mediation and consequential provisions relating to mediation are as followsfollowing provisions: a) 43.6.1 a neutral adviser or mediator ("the “Mediator”") shall be chosen by agreement between the PartiesParties or, 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, Mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to a mediation provider the CEDR to appoint a Mediator.; b) The 43.6.2 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. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider the CEDR to provide guidance on a suitable procedure.; c) Unless 43.6.3 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 43.6.4 if the Parties reach agreement on the resolution of the dispute, the agreement shall be recorded in reduced to writing and shall be binding on the Parties once it is signed with effect from its signature by their duly authorised representatives.; e) Failing 43.6.5 failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative written opinionopinion in writing. 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 this Framework Agreement without the prior written consent of both Parties.; and f) If 43.6.6 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 arbitration pursuant to Clause 43.7 below. 43.7 If a dispute cannot be resolved by the Courts Parties pursuant to Clause 43.6 above the Parties shall refer it to arbitration pursuant to the procedure set out in Clause 43.8 unless the Authority considers that it is not suitable for resolution by arbitration. 43.8 If a dispute is referred to arbitration pursuant to the procedures set out in clause I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until comply with the procedures set out in clauses I 2.1 and I 2.3 have been completed save thatfollowing provisions: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) 43.8.1 the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) 0000 and the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) LCIA procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to into this Framework Agreement (save that in the Contract event of any conflict between those rules and this Framework Agreement, this Framework Agreement shall prevail); 43.8.2 the decision of the arbitrator shall be binding on the Parties (in the absence of any material failure by the arbitrator to comply with such the LCIA procedural rules); d) 43.8.3 the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if Parties and in the event that the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or 10 Working Days or, if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA;; and f) 43.8.4 the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English lawLondon.

Dispute Resolution. I 2.1 43.1 The Parties shall attempt in good faith to negotiate a settlement to of any dispute between them arising out of or in connection with the Contract this Framework Agreement within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each PartyAuthority Representative and the Supplier Representative. I 2.2 43.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 43.3 The obligations of the Parties under this Framework Agreement shall not be suspended, cease or be delayed by the reference of a dispute to mediation or arbitration pursuant to this Clause 43 and the Supplier and Supplier Staff, personnel and associates shall comply fully with the requirements of this Framework Agreement at all times. 43.4 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 Clause 43.1, the Parties shall refer it to mediation pursuant to the procedure set out in clauseClause 43.5 unless the Authority considers that the dispute is not suitable for resolution by mediation. I 2.4 The obligations of 43.5 If a dispute is referred to mediation the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 The procedure for mediation and consequential provisions relating to mediation are as followsfollowing provisions: a) 43.5.1 a neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the PartiesParties or, 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, Mediator or within ten (10) Working Days of notice to either Party that he the Mediator is unable or unwilling to act, apply to a mediation provider the CEDR to appoint a Mediator.; b) The 43.5.2 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. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider the CEDR to provide guidance on a suitable procedure.; c) Unless 43.5.3 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 43.5.4 if the Parties reach agreement on the resolution of the dispute, the agreement shall be recorded in reduced to writing and shall be binding on the Parties once it is signed with effect from its signature by their duly authorised representatives.; e) Failing agreement43.5.5 if the Parties fail to reach an agreement on the resolution of the dispute, either of the Parties may invite the Mediator to provide a non-binding but informative written opinionopinion in writing. 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 this Framework Agreement without the prior written consent of both Parties.; and f) If 43.5.6 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 arbitration pursuant to Clause 43.6. 43.6 If a dispute cannot be resolved by the Courts Parties pursuant to Clause 43.5 the Parties shall refer it to arbitration pursuant to the procedure set out in Clause 43.5 unless the Authority considers that it is not suitable for resolution by arbitration. 43.7 If a dispute is referred to arbitration pursuant to the procedures set out in clause I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until comply with the procedures set out in clauses I 2.1 and I 2.3 have been completed save that:following provisions; a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) 43.7.1 the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) Act 1996 and the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) LCIA procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to into this Framework Agreement (save that in the Contract event of any conflict between those rules and this Framework Agreement, this Framework Agreement shall prevail); 43.7.2 the decision of the arbitrator shall be binding on the Parties (in the absence of any material failure by the arbitrator to comply with such the LCIA procedural rules); d) 43.7.3 the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if Parties and in the event that the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or Working Days or, if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA;; and f) 43.7.4 the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English lawLondon.

Dispute Resolution. I 2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) level of representative of each Party. I 2.2 Party specified in the Letter of Appointment. Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 . If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 Clause 23.2.1, the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 Clause 23.2.5 unless: the Client considers that the dispute is not suitable for resolution by mediation; or the Solicitor does not agree to mediation. The obligations of the Parties under the Contract shall not ceasebe suspended, cease or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and the Contractor Solicitor and its the Solicitor’s Staff shall comply fully with the requirements of the Contract at all times. I 2.5 . The procedure for mediation and consequential provisions relating to mediation are is as follows: a) : a neutral adviser or mediator (the “Contract Mediator”") shall be chosen by agreement between the PartiesParties or, or if they are unable to agree upon a Contract Mediator within ten (10) Working Days after a request by one Party to the other or if the Contract 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, Contract Mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to a mediation provider the CEDR to appoint a Contract Mediator. b) The ; the Parties shall within ten (10) Working Days of the appointment of the Contract 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. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider the CEDR to provide guidance on a suitable procedure. c) Unless ; 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 ; if the Parties reach agreement on the resolution of the dispute, the agreement shall be recorded in reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives. e) Failing ; failing agreement, either of the Parties may invite the Contract Mediator to provide a non-binding but informative written opinionopinion in writing. 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 ; and if the Parties fail to reach agreement in the structured negotiations within sixty (60) Working Days of the Contract 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 I 2.6courts. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law.

Dispute Resolution. I 2.1 20.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days Agreement. In the event of either Party notifying the other of the any dispute and such efforts shall involve the escalation of the dispute ultimately arising between them, whether as to the Commercial Director construction or application of this Agreement or as to any issue arising under or in connection with it, the Parties shall take all reasonable steps to reach an amicable and timely solution through dialogue and negotiation between their respective representatives on the Management Board. 20.2 In the event that the Management Board is unable to reach agreement within sixty (60} days (or such other person period as he the Management Board may directunanimously agree, in the circumstances of the particular case) of the dispute first being notified of the dispute, the Management Board may agree to: (a) escalate resolution to the respective Chief Executives of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent of the Parties, or such other senior officers of the Parties from seeking from any court as the respective Chief Executives may nominate; or (b) refer the matter to external mediation, the costs of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot which shall be resolved borne by the Parties in equal shares. Alternatively, such a reference may be made in the event that escalation pursuant to clause I 2.1 20.2(b) fails to achieve resolution within sixty (60) days of the Parties shall refer it matter first being notified to the respective Chief Executives or their respective nominees. 20.3 In respect of any reference to mediation pursuant to clause 20.2(b): (a) the procedure set out in clause I 2.4 The obligations performance of the Parties under the Contract Agreement shall not ceasebe suspended, cease or be suspended or delayed by the any reference of a dispute to mediation mediation; (or arbitrationb) and if the Contractor and its Staff shall comply fully with Parties cannot agree on the requirements choice of mediator within fourteen (14) days of the Contract at all times. I 2.5 The procedure decision to refer, they shall apply for mediation and consequential provisions relating to mediation are as follows: a) a neutral adviser or such 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 a mediation provider 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 appointed by the Centre for negotiations to be held. If Effective Dispute Resolution ("CEDR"); (c) if considered appropriate, the Parties may at any stage seek assistance from a mediation provider CEDR to provide guidance on a suitable procedureprocedure for the conduct of any mediation. 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 if mediation produces agreement on the resolution of the dispute, the agreement shall be recorded in reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives.; and (e) Failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative 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 if the Parties fail to reach agreement in the structured negotiations through mediation within sixty (60) Working Days 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 or, by agreement between the dispute is referred Parties, to arbitration pursuant to the procedures set out in clause I 2.6binding arbitration. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) 20.4 No legal or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed byinstituted by any Party until the procedures in clauses 20.1 and (where instituted) clause 20.2 have been completed, but nothing in this clause 20 shall prevent the Parties from seeking from any court of the competent jurisdiction an interim order restraining another Party from doing any act or compelling another Party to do any act where it apprehends reasonably and interpreted in accordance withgood faith that such an interim order shall be necessary to avoid material damage to its reputation or business, English lawor to avoid breach of its legal obligations, or to preserve any rights of action it may have.

Dispute Resolution. I 2.1 36.1. The Parties shall attempt in good faith to negotiate a settlement to of any dispute between them arising out of or in connection with the Contract this Framework Agreement within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each PartyAuthority Representative and the Supplier Representative. I 2.2 36.2. Nothing in this dispute resolution procedure Dispute Resolution Procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 36.3. The obligations of the Parties under this Framework Agreement shall not be suspended, cease or be delayed by the reference of a dispute to mediation or arbitration pursuant to this Clause 36 and the Supplier and Staff shall comply fully with the requirements of this Framework Agreement at all times. 36.4. If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 Clause 36.1, the Parties shall refer it to mediation pursuant to the procedure set out in clauseClause 36.5 unless the Authority considers that the dispute is not suitable for resolution by mediation. I 2.4 The obligations of 36.5. If a dispute is referred to mediation the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 The procedure for mediation and consequential provisions relating to mediation are as followsfollowing provisions: a) 36.5.1. a neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the PartiesParties or, or if they are unable to agree upon a Mediator mediator within ten (10) Working Days after a request by one Party to the other or if the Mediator 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, mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to a mediation provider the Centre of Effective Dispute resolution (“CEDR”) to appoint a Mediator.mediator; b) The 36.5.2. the Parties shall within ten (10) Working Days of the appointment of the Mediator 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. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider the CEDR to provide guidance on a suitable procedure.; c) Unless 36.5.3. 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 36.5.4. if the Parties reach agreement on the resolution of the dispute, the agreement shall be recorded in reduced to writing and shall be binding on the Parties once it is signed with effect from its signature by their duly authorised representatives.; e) Failing 36.5.5. failing agreement, either of the Parties may invite the Mediator mediator to provide a non-binding but informative written opinionopinion in writing. 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 this Framework Agreement without the prior written consent of both Parties.; and f) If 36.5.6. if the Parties fail to reach agreement in the structured negotiations within sixty (60) Working Days of the Mediator 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 arbitration pursuant to Clause 36.6. 36.6. If a dispute cannot be resolved by the Courts Parties pursuant to Clause 36.5 the Parties shall refer it to arbitration pursuant to the procedure set out in Clause 36.7 unless the Authority considers that it is not suitable for resolution by arbitration. 36.7. If a dispute is referred to arbitration pursuant to the procedures set out in clause I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until comply with the procedures set out in clauses I 2.1 and I 2.3 have been completed save thatfollowing provisions: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) 36.7.1. the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) Act 1996 and the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) LCIA procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to into this Framework Agreement (save that in the Contract event of any conflict between those rules and this Framework Agreement, this Framework Agreement shall prevail); 36.7.2. the decision of the arbitrator shall be binding on the Parties (in the absence of any material failure by the arbitrator to comply with such the LCIA procedural rules); d) 36.7.3. the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if Parties and in the event that the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or Working Days or, if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA;; and f) 36.7.4. the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English lawLondon.

Dispute Resolution. I 2.1 The Notwithstanding anything to the contrary herein, the following procedures shall be used exclusively by the Parties to resolve any dispute under this Agreement (“Dispute”): (a) A meeting shall be held between the Parties within ten (10) days after any Party gives written notice of the Dispute to the other Party (the “Dispute Notice”), which meeting shall be attended by a representative of each Party having decision-making authority regarding the Dispute (subject to board of directors or equivalent approval, if required) to attempt in good faith to negotiate a settlement resolution of the Dispute. (b) If, within thirty (30) days after delivery of the Dispute Notice, the Parties have not succeeded in negotiating a written resolution of the Dispute, upon written request by any Party to the other Party, all Parties will promptly negotiate in good faith to jointly appoint a mutually acceptable neutral person not affiliated with any dispute between them arising out of or other parties (the “Neutral”). The Parties shall seek assistance in connection with the Contract within twenty (20) Working Days of either Party notifying the other appointment of the dispute and such efforts shall involve Neutral from the escalation of American Arbitration Association or the dispute ultimately to the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 The obligations of the Parties under the Contract shall not ceaseCenter for Public Resources, or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 have been 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 a mediation provider 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 to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider 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-binding but informative 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 I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator Neutral within ten (10) days after one Party requests the appointment of a Neutral. The fees and cost of the Arbitration Notice being issued Neutral and of any such assistance shall be shared equally between the Parties. (c) The Neutral appointed shall have a background in the management and operation of hotel facilities or commercial real estate projects, and the Neutral appointed may be rejected by the Authority under clause I 2.7 Parties only for reasons of bias. (bd) The Neutral shall have forty-five (45) days from the time of his or if her appointment to meet with the person appointed is unable or unwilling parties and help them resolve the Dispute, unless the Parties mutually consent to actan extension of this deadline. The cost of this negotiating session, the arbitrator including fees and expenses, shall be appointed borne equally by the LCIA;Parties. f(e) The Parties agree to participate in good faith in a negotiating session(s) with the arbitration proceedings Neutral; provided, however, no Party shall take place in London and be obligated to continue to participate in the English language; and gnegotiation session after such forty-fifth (45th) day. If the arbitration proceedings Parties have not resolved the Dispute in writing within sixty (60) days after the appointment of the Neutral, either Party may elect to terminate the negotiations in writing following the expiration of such sixty (60)-day period and pursue legal action in any New York Court as further set forth in Section 10.11. The provisions of this Section 10.20 shall be governed by, survive the Closing and interpreted in accordance with, English lawany termination of this Agreement.

Dispute Resolution. I 2.1 41.1 The Parties shall attempt in good faith to negotiate a settlement to of any dispute between them arising out of or in connection with the Contract this Framework Agreement within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each PartyAuthority Representative and the Supplier Representative. I 2.2 41.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 41.3 The obligations of the Parties under this Framework Agreement shall not be suspended, cease or be delayed by the reference of a dispute to mediation or arbitration pursuant to this Clause 41 and the Supplier and Supplier Staff, personnel and associates shall comply fully with the requirements of this Framework Agreement at all times. 41.4 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 Clause 41.1, the Parties shall refer it to mediation pursuant to the procedure set out in clauseClause 41.5 unless the Authority considers that the dispute is not suitable for resolution by mediation. I 2.4 The obligations of 41.5 If a dispute is referred to mediation the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 The procedure for mediation and consequential provisions relating to mediation are as followsfollowing provisions: a) 41.5.1 a neutral adviser or mediator (the “Mediator”") shall be chosen by agreement between the PartiesParties or, 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, Mediator or within ten (10) Working Days of notice to either Party that he the Mediator is unable or unwilling to act, apply to a mediation provider the CEDR to appoint a Mediator.; b) The 41.5.2 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. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider the CEDR to provide guidance on a suitable procedure.; c) Unless 41.5.3 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 41.5.4 if the Parties reach agreement on the resolution of the dispute, the agreement shall be recorded in reduced to writing and shall be binding on the Parties once it is signed with effect from its signature by their duly authorised representatives.; e) Failing agreement41.5.5 if the Parties fail to reach an agreement on the resolution of the dispute, either of the Parties may invite the Mediator to provide a non-binding but informative written opinionopinion in writing. 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 this Framework Agreement without the prior written consent of both Parties.; and f) If 41.5.6 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 arbitration pursuant to Clause 41.6. 41.6 If a dispute cannot be resolved by the Courts Parties pursuant to Clause 41.5 the Parties shall refer it to arbitration pursuant to the procedure set out in Clause 41.7 unless the Authority considers that it is not suitable for resolution by arbitration. 41.7 If a dispute is referred to arbitration pursuant to the procedures set out in clause I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until comply with the procedures set out in clauses I 2.1 and I 2.3 have been completed save thatfollowing provisions: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) 41.7.1 the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) Act 1996 and the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) LCIA procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to into this Framework Agreement (save that in the Contract event of any conflict between those rules and this Framework Agreement, this Framework Agreement shall prevail); 41.7.2 the decision of the arbitrator shall be binding on the Parties (in the absence of any material failure by the arbitrator to comply with such the LCIA procedural rules); d) 41.7.3 the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if Parties and in the event that the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or Working Days or, if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA;; and f) 41.7.4 the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English lawLondon.

Dispute Resolution. I 2.1 23.2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) level of representative of each PartyParty specified in the Letter of Appointment. I 2.2 23.2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 23.2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 Clause 23.2.1, the Parties shall refer it to mediation pursuant to the procedure set out in clauseClause 23.2.5 unless: I 2.4 23.2.3.1 the Client considers that the dispute is not suitable for resolution by mediation; or 23.2.3.2 the Solicitor does not agree to mediation. 23.2.4 The obligations of the Parties under the Contract shall not ceasebe suspended, cease or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and the Contractor Solicitor and its the Solicitor’s Staff shall comply fully with the requirements of the Contract at all times. I 2.5 23.2.5 The procedure for mediation and consequential provisions relating to mediation are is as follows: a) 23.2.5.1 a neutral adviser or mediator (the “Contract Mediator”") shall be chosen by agreement between the PartiesParties or, or if they are unable to agree upon a Contract Mediator within ten (10) Working Days after a request by one Party to the other or if the Contract 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, Contract Mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to a mediation provider the CEDR to appoint a Contract Mediator.; b) The 23.2.5.2 the Parties shall within ten (10) Working Days of the appointment of the Contract 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. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider the CEDR to provide guidance on a suitable procedure.; c) Unless 23.2.5.3 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 23.2.5.4 if the Parties reach agreement on the resolution of the dispute, the agreement shall be recorded in reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives.; e) Failing 23.2.5.5 failing agreement, either of the Parties may invite the Contract Mediator to provide a non-binding but informative written opinionopinion in writing. 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.; and f) If 23.2.5.6 if the Parties fail to reach agreement in the structured negotiations within sixty (60) Working Days of the Contract 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 I 2.6courts. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law.

Dispute Resolution. I 2.1 The Parties shall attempt in good faith to negotiate 24.1 In the event of a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts this Agreement, it shall involve the escalation of the dispute ultimately be resolved pursuant to the Commercial Director (or such other person as he may direct) of each Partythis Clause 24. I 2.2 24.2 Nothing in this dispute resolution procedure shall prevent the Parties a Party from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 24.3 The Parties shall each use reasonable endeavours to resolve any dispute by means of a prompt and bona fide discussion between the Authorised Representatives. 24.4 In the event that a dispute is not resolved within five Working Days of any discussion between the Authorised Representatives in accordance with Clause 24.3, it shall be referred to the PCC’s Chief Executive and the Beneficiary’s Chief Executive, or equivalent, to resolve. 24.5 If the dispute canis not be resolved by within 10 Working Days of escalation of the Parties pursuant to clause I 2.1 dispute in accordance with Clause 24.4, the Parties shall refer it to mediation pursuant to the procedure set out in clauseClause 24.7 unless either Party does not agree to mediation. I 2.4 24.6 The obligations of the Parties under the Contract this Agreement shall not cease, or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and the Contractor each Party, its contractors and its Staff their officers, employees and agents shall comply fully with the requirements of the Contract this Agreement at all times. I 2.5 24.7 The procedure for mediation and consequential provisions relating to mediation are as follows: a) a 24.7.1 A neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the PartiesParties or, or if they are unable to agree upon a Mediator within ten (10) 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) 10 Working Days from the date of the proposal to appoint a Mediator, Mediator or within ten (10) 10 Working Days of notice to either Party that he is unable or unwilling to act, apply to a mediation provider the Centre for Effective Dispute Resolution to appoint a Mediator. b) 24.7.2 The Parties shall within ten (10) 10 Working Days of the appointment of the Mediator meet with him the Mediator in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider the Centre for Effective Dispute Resolution to provide guidance on a suitable procedure. c) 24.7.3 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) 24.7.4 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 representativesAuthorised Representatives. e) Failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative 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) 24.7.5 If the Parties fail to reach agreement in the structured negotiations within sixty (60) 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 I 2.6Courts. I 2.6 24.8 Subject to clause I 2.2Clause 24.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 Clauses 24.3, 24.4 and I 2.3 24.5 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fitcompleted. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law.

Dispute Resolution. I 2.1 22.1 The Parties shall attempt Councils undertake and agree to pursue a positive approach towards dispute resolution which seeks in good faith the context of this joint working arrangement to negotiate identify a settlement solution at the lowest operational level that is appropriate to the subject of the dispute and which avoids legal proceedings and maintains a strong working relationship between the parties. 22.2 Any dispute arising in relation to any aspect of this Agreement shall be resolved in accordance with either Option A or Option B of this clause 22. This is without prejudice to the right of any Council under section 103 of the Local Government Act 1972 to refer a dispute about the expenses of a joint committee to be determined by a single arbitrator agreed by the appointing authorities or, in the absence of agreement to be determined by the Welsh Ministers. Option A: 22.3 All disputes, claims or differences between them the Councils arising out of or in connection with this Agreement or its subject matter or formation, including any question regarding its existence, validity or termination, (a “Dispute”) shall, at the Contract written request of any Council, be referred by each Council to its Chief Executive officer. 22.4 If the Councils’ Chief Executive officers do not agree a resolution of the Dispute within twenty (20) Working Business Days of the date of service of any such request, either Party notifying party may require the other party by notice in writing to attempt to settle the Dispute by mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure. Within five Business Days of the dispute date of service of such notice the parties shall each propose a mediator and such efforts shall involve seek to agree as to the escalation selection of a mediator. 22.5 If the Councils are unable to agree on a mediator within ten Business Days of date of service of the dispute ultimately notice referred to in clause 22.4 or the Commercial Director (mediator agreed upon is unable or such other person unwilling to act and the Councils cannot agree upon a substitute, any of the Councils may apply to CEDR to appoint a mediator as he may direct) of each Partysoon as practicable. I 2.2 Nothing in this dispute resolution procedure 22.6 The Councils shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 The obligations within five Business Days 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 the Contractor and its Staff shall comply fully with the requirements appointment of the Contract at all times. I 2.5 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 meet with 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 a mediation provider 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 any relevant information and the structure to be adopted for negotiations to be heldthe negotiations. If considered appropriate, the Parties Councils may at any stage seek assistance from a mediation provider CEDR to provide guidance on a suitable procedure. c) Unless otherwise agreed, all 22.7 All negotiations connected with the dispute and any settlement agreement relating to it Dispute shall be conducted in strict confidence and without prejudice to the rights of the Parties Councils in any future proceedings. d) 22.8 If the Parties Councils reach agreement on the resolution of the disputeDispute, the such agreement shall be recorded in reduced to writing and shall be binding on the Parties and, once it is signed by the Councils or their duly authorised representatives, shall be and remain binding upon the parties. e) Failing agreement, either 22.9 The costs and expenses of the Parties may invite the Mediator to provide a non-binding but informative written opinion. Such an opinion mediation shall be provided on a without prejudice basis borne equally by the Councils. Each Council shall bear its own costs and shall not be used expenses of its participation in evidence in any proceedings relating to the Contract without the prior written consent of both Partiesmediation. f) 22.10 If the Parties fail mediation fails to reach agreement in the structured negotiations secure a resolution within sixty (60) Working ten Business 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 Councils shall attempt to settle the Courts unless the dispute is referred to arbitration pursuant to the procedures set out in clause I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved Dispute by arbitration in accordance with clause I 2.7 b) if under the Contractor intends to commence court proceedings, it shall serve written notice on the Authority Rules of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and which Rules are deemed to be incorporated by reference into this clause) and otherwise in accordance with clause 22.11. 22.11 In the event that an arbitration is commenced pursuant to clause 22.10, the Contract and parties agree that: (a) the tribunal shall consist of one arbitrator who is to be a chartered accountant who is a full member of one of the CCAB bodies if the dispute relates to a financial matter or a solicitor of at least ten years standing as a qualified solicitor if the dispute relates to any other matter; (b) the place of the arbitration shall be Swansea; (c) the decision of the arbitrator shall be final and binding on the Parties parties (save in the case of manifest error). 22.12 In the event that an arbitration is commenced pursuant to clause 22.10 the Joint Committee shall notify the Welsh Government. Option B 22.13 All disputes, claims or differences between the Councils arising out of or in connection with this Agreement or its subject matter or formation, including any question regarding its existence, validity or termination shall, at the written request of any Council be referred to: (a) such chartered accountant who is a full member of one of the CCAB bodies if the dispute relates to a financial matter or a solicitor of at least ten years standing as a qualified solicitor if the dispute relates to any other matter as the Councils may agree in writing; or (b) failing agreement on the identity of the chartered accountant for a dispute relating to a financial matter or the solicitor for a dispute relating to any other matter within seven days of the date of service of the request, such chartered accountant as may be appointed for this purpose on the application of any Council by the President for the time being of one of the CCAB bodies if the dispute relates to a financial matter or such solicitor as may be appointed by the President for the time being of the Law Society of England and Wales if the dispute relates to any other matter. 22.14 The chartered accountant or solicitor appointed under clause 22 (the “Expert”) shall act on the following basis: (a) he shall act as expert and not as arbitrator; (b) his terms of reference shall be to determine the matter in dispute, as notified to him in writing by either party within thirty days of his appointment; (c) the Councils shall each provide the Expert with all information which he reasonably requires and the Expert shall be entitled (to the extent he considers it appropriate) to base his opinion on such information; (d) the Expert’s determination shall (in the absence of any material failure to comply with such rules; dmanifest error) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English languageconclusive; and g(e) the arbitration proceedings Experts’ costs shall be governed byborne in such proportions as the Expert may direct or, and interpreted in accordance withfailing any such direction, English lawshall be borne equally between the Councils unless agreed otherwise by the Councils.

Dispute Resolution. I 2.1 The 14.01 If a dispute occurs between the Parties concerning any matter governed by this Agreement, the disputing Party shall attempt in good faith promptly advise the other Party and the Parties together shall use all reasonable efforts to negotiate resolve the dispute informally. 14.02 If the Parties are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Company Representative, which particulars shall include the following: (a) a settlement to any dispute between them arising out detailed description of or in connection with the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Company shall, within twenty (20) Working Work Days of either Party notifying receipt by the other Company Representative of the dispute and such efforts shall involve written particulars, give the escalation Contractor a decision, in writing, of one of the dispute ultimately to following: (a) that the Commercial Director Company accepts the position of the Contractor; or (or such other person as he may directb) that the Company rejects the position of each Partythe Contractor. I 2.2 Nothing in this dispute resolution procedure shall prevent 14.04 If the Company accepts the position of the Contractor, the Parties from seeking from any court of competent jurisdiction shall enter into an interim order restraining Amending Document to reflect the other Party from doing any act or compelling the other Party to do any actAgreement. I 2.3 14.05 If the Company rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute canis not be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 The obligations of the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute to mediation within fifteen (or arbitration15) and the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 Work Days of notice to either Party that he is unable or unwilling to act, apply to a mediation provider 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 to be held. If considered appropriatemediator, then the Parties may at any stage seek assistance from a mediation provider to provide guidance on a suitable procedure. c) Unless otherwise agreedmay, 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 disputeif they both agree, 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-binding but informative 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 proceed to arbitration pursuant to the procedures set out in clause I 2.6Commercial Arbitration Act. I 2.6 Subject 14.06 If the matter in dispute is not resolved promptly pursuant to clause I 2.2Section 14.01, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority Company Representative may at any time before court proceedings are commenced, serve a notice on give to the Contractor requiring instructions that in his or her opinion are necessary to provide for the dispute proper performance of the Work and to be referred to and resolved by arbitration in accordance with clause I 2.7prevent delays. b) if 14.07 If the Contractor intends receives instructions pursuant to commence court proceedingsSection 14.06, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring shall act immediately to carry out the dispute Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be referred without prejudice to and resolved by arbitration in accordance with clause I 2.7 c) any claim the Contractor may request by notice have concerning the dispute. 14.08 Nothing in writing to the Authority that any this Article precludes either Party from having a dispute be referred and resolved by arbitration in accordance with clause I 2.7a court of competent jurisdiction, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration although no steps shall be governed taken by either Party to initiate legal proceedings until after the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules process described in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English lawSections 14.01 through 14.03 has been completed.

Dispute Resolution. I 2.1 The Parties shall attempt Subject to subsection 23.4 and subsection 24.3, in the event any controversy, claim, dispute, difference or misunderstanding arises out of or relates to this Contract, any term or condition hereof, any of the Work to be performed hereunder or in connection herewith, the respective System Managers of the Owner and the Vendor will meet and negotiate in good faith in an attempt to negotiate a settlement to any dispute between them arising out of amicably resolve such controversy, claim, dispute, difference or misunderstanding in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Nothing in writing. Such System Managers must meet for this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 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 the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 purpose within ten (10) Working Days Business Days, or such other time period mutually agreed to by the Parties, after a request by one Party such controversy, claim, dispute, difference or misunderstanding arises. If the Parties are unable to resolve the other controversy, claim, dispute, difference or if the Mediator agreed upon is unable or unwilling to act, either Party shall misunderstanding through good faith negotiations within such ten (10) Working business day period, each Party will, within five (5) Business Days from after the date expiration of the proposal to appoint a Mediator, or within such ten (10) Working Days of notice to either Party that he is unable or unwilling to actbusiness day period, apply to prepare a mediation provider to appoint a Mediator. b) The Parties shall within ten (10) Working Days of written position statement which summarizes the appointment of unresolved issues and such Party's proposed resolution. Such position statement must be delivered by 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. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider 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 Vendor to the rights Owner's Vice President of Engineering or Operations and by the Parties in any future proceedings. dOwner to the Vendor's corresponding officer or representative for resolution within (5) Business Days, or such other time period mutually agreed to by the Parties. If the Parties reach agreement on continue to be unable to resolve the resolution of the controversy, claim, 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 agreementdifference or misunderstanding, either of the Parties Party may invite the Mediator to provide a non-binding but informative 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 I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by initiate arbitration in accordance with clause I 2.7 b) if the Contractor intends provisions of subsection 23.2 below; provided, however, that with respect to any controversy, claim, dispute, difference or misunderstanding arising out of or relating to this Contract by which either Party seeks to obtain from the other monetary damages in excess of twenty-five million dollars ($25,000,000), either Party, in such case, may commence an action in any state or federal court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice subsection 27.7 to resolve such matter in writing lieu of proceeding with an arbitration pursuant to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced subsection 23.2. The arbitrators hired or otherwise chosen pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration and in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference the terms of this Contract will determine issues of arbitrability pursuant to the terms of this Contract but may not in any way limit, expand or otherwise modify the terms of this Contract nor will they have any authority to award punitive or other damages in excess of compensatory damages (other than as specifically set forth in this Contract) and the decision of the arbitrator shall be binding on the Parties in the absence of each Party irrevocably waives any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) claim thereto when invoking the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English lawprovisions of subsection 23.2.

Dispute Resolution. I 2.1 37.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract Framework Agreement within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each Partydispute. I 2.2 37.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 37.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 Clause 37.1 the Parties shall refer it to mediation pursuant to the procedure set out in clauseClause 37.5 unless:- I 2.4 37.3.1 the Authority considers that the dispute is not suitable for resolution by mediation; or 37.3.2 the Provider does not agree to mediation. 37.4 The obligations of the Parties under the Contract Framework Agreement shall not ceasebe suspended, cease or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and the Contractor Provider and its Staff employees, personnel and associates shall comply fully with the requirements of the Contract Framework Agreement at all times. I 2.5 37.5 The procedure for mediation and consequential provisions relating to mediation are as follows:follows:- a) 37.5.1 a neutral adviser or mediator ("the “Mediator”") shall be chosen by agreement between the PartiesParties or, or if they are unable to agree upon a Mediator within ten (10) Working Days after a request by one Party to the other to appoint a Mediator 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, Mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to a mediation provider the Centre for Effective Dispute Resolution to appoint a Mediator.; b) The 37.5.2 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. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider the Centre for Effective Dispute Resolution (CEDR) to provide guidance on a suitable procedure.; c) Unless 37.5.3 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 37.5.4 if the Parties reach agreement on the resolution of the dispute, the agreement shall be recorded in reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives.; e) Failing 37.5.5 failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative written opinionopinion in writing. 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 this Framework Agreement without the prior written consent of both Parties.; and f) If 37.5.6 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 I 2.6courts. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law.

Dispute Resolution. I 2.1 10.1 Except to the extent of a claim to enforce intellectual property rights or confidentiality obligations, and as a precondition to instituting any legal action permitted by the provisions below, any controversy, claim or dispute between the Parties arising out of or relating to the provision of this Agreement or the breach, termination or a validity thereof shall, upon written request of either Party, immediately be referred jointly for resolution to senior executives of each of the Parties who have authority to settle the controversy and who are at a higher level of management than the person(s) with direct responsibility for day-to-day administration of this Agreement. Within fifteen (15) days after delivery of the written request of a Party, the receiving Party shall submit to the other a written response. The request notice and the response shall each include: (a) a statement of the respective Party’s position and a summary of arguments supporting that position; and (b) the name and title of any other person who will accompany the senior executive. Within thirty (30) days after delivery of the disputing Party’s request notice, the senior executives of both Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt in good faith to negotiate a resolve the controversy. The Parties agree to honor all reasonable requests for information. All negotiations pursuant to this provision are confidential and shall be treated as compromise and settlement to any dispute between them arising out negotiations for purposes of or in connection with applicable rules of evidence. 10.2 If the Contract controversy has not been resolved by negotiation within twenty forty-five (2045) Working Days of either Party notifying the other days of the disputing Party’s request notice, or if the Parties failed to meet within thirty (30) days of such request notice, the Parties agree to attempt to settle the dispute and such efforts shall involve by mediation under the escalation mediation procedure rules then in effect of the dispute ultimately to CPR Institute or any rules mutually agreed upon by the Commercial Director (or such other person as he may direct) Parties. Unless otherwise agreed, the Parties shall select a neutral mediator from the CPR Panels of each PartyDistinguished Neutrals. All mediation proceedings are non-binding. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from 10.3 This mediation must be concluded within any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved period mutually agreed upon by the Parties pursuant to clause I 2.1 or if there is no such agreement, then within forty-five (45) days of the selection of the mediator. Unless the Parties expressly agree otherwise, each Party shall refer it to mediation pursuant to bear its own costs, legal and expert fees incurred in mediation, and evenly share the procedure set out in clause I 2.4 The obligations costs of the mediator. If after proceeding in good faith (i) the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 on a Mediator neutral mediator within ten thirty (1030) 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 days 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 a mediation provider to appoint a Mediator. b) The Parties shall within ten (10) Working Days failure of the appointment senior executives to meet as required in Section 10.2 or the failure of the Mediator meet senior executives to resolve the dispute in accordance with him Section 10.2, whichever is earlier; or (ii) with the assistance of a neutral mediator, the Parties do not resolve the dispute within the period prescribed in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriatethis Section 10.3, the Parties may at any stage seek assistance from a mediation provider to provide guidance on a suitable procedureproceed in accordance with Section 10.4 below. 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-binding but informative 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 10.4 After exhausting the procedures set out forth above, either Party may initiate litigation to resolve the dispute. The litigation shall be commenced only in clause I 2.6. I 2.6 Subject to clause I 2.2the state court or federal court located in Pittsburgh, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 Pennsylvania and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing each Party hereto submits to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions jurisdiction of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute court in which such litigation is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English lawcommenced.

Dispute Resolution. I 2.1 20.1 The Parties shall attempt in good faith to negotiate a settlement to resolve any dispute between them arising out of or in connection with the Contract within twenty (20) 10 Working Days of either Party notifying the other of the dispute and such efforts shall involve include the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each PartySupplier’s EMEA Region Contracts Manager and the Authority’s commercial director. I 2.2 20.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 20.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 Clause 20.1 the Parties shall refer it to mediation pursuant to the procedure set out in clauseClauses 20.5 to 20.10. I 2.4 20.4 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 the Contractor Supplier and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 The procedure for mediation and consequential provisions relating to mediation are as follows: a) a 20.5 A neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the PartiesParties or, or if they are unable to agree upon a Mediator within ten (10) 10 Working Days after a request by one Party to the other or if the chosen Mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) 10 Working Days from the date of the proposal to appoint a Mediator, Mediator or within ten (10) 10 Working Days of notice to either Party that he is unable or unwilling to act, apply to a mediation provider the Centre for Effective Dispute Resolution to appoint a Mediator. b) 20.6 The Parties shall shall, within ten (10) 10 Working Days of the appointment of the Mediator, meet the Mediator meet with him in order to agree a programme for the exchange disclosure of all relevant information and the structure to be adopted for negotiations to be heldnegotiations. If considered appropriate, the The Parties may at any stage seek assistance from a mediation provider the Centre for Effective Dispute Resolution to provide guidance on a suitable procedure. c) 20.7 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) 20.8 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) 20.9 Failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative 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 I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law.

Dispute Resolution. I 2.1 (a) Disputes arising in relation to benefits under the Plan shall be resolved in accordance with the procedures established in the Plan. (b) The Parties shall attempt parties to this Agreement (each, a “party”) are mutually committed to collaborative problem solving for resolving issues that may arise among or between them concerning this Agreement. In the event of a dispute, the complaining party may notify the other party of the dispute in writing and each party to the dispute will each appoint a representative to negotiate in good faith to negotiate a settlement resolve the dispute. These negotiations between representatives of the parties shall continue until the earliest of: (a) the time the dispute has been resolved; (b) the designated representatives have concluded that continued negotiation does not appear likely to resolve the dispute; or (c) thirty (30) days from the date of written notice of the dispute. If the dispute is not resolved through direct negotiations, the parties may, with the consent of all parties, attempt to settle any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately related to the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved Agreement through mediation. Unless otherwise agreed by the Parties pursuant to clause I 2.1 the Parties parties, mediation shall refer it to mediation pursuant to the procedure set out in clause I 2.4 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 the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 The procedure for mediation and consequential provisions relating to mediation are proceed as follows: a) : The parties may agree on a neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the Parties, or if mediator. If they are unable to agree upon on a Mediator mediator within ten thirty (1030) Working Days after a request by one Party days of the agreement to mediate, the other or if the Mediator parties shall contact an agreed upon is unable dispute resolution organization or unwilling service and shall use its selection process to act, either Party select a mediator. Each party shall within ten (10) Working Days from the date bear its own costs 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 a mediation provider to appoint a Mediator. b) The Parties and the parties shall within ten (10) Working Days share the costs 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 heldmediator. If considered appropriate, the Parties may at any stage seek assistance from a The mediation provider 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-binding but informative 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 scheduled within sixty (60) Working Days days of the Mediator being appointed, agreement to mediate. If the direct negotiation process is unsuccessful and the parties do not consent to mediation 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 agreed-upon mediation process does not successfully resolve the dispute is referred to arbitration pursuant to the procedures set out in clause I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one within ninety (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (1090) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling agreement to actmediate, the arbitrator parties shall be appointed entitled to pursue any other remedy allowed by law or this Agreement. However, no party shall pursue such a remedy without first exhausting the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English lawdirect negotiation process.

Dispute Resolution. I 2.1 The Parties procedures for discussion and negotiation set forth in this Section 13.2 shall attempt apply to all disputes, controversies or claims (whether arising in good faith to negotiate contract, tort or otherwise) (each, a settlement to any dispute between them arising “Dispute”) that may arise out of or relate to, or arise under or in connection with this Services Agreement or the Contract within twenty transactions contemplated hereby. (20a) Working Days It is the intent of the Parties to use their respective reasonable best efforts to resolve expeditiously any Dispute between them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, if a Dispute arises, the respective Party Representatives shall consider the Dispute for up to seven (7) business days following receipt of a notice from either Party notifying specifying the other nature of the dispute Dispute, during which time the Party Representatives shall meet in person at least once, and such efforts shall involve attempt to resolve the escalation Dispute. (b) If the Dispute is not resolved by the end of the dispute ultimately seven (7) day period referred to in Section 13.2(a), or if the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent Party Representatives agree that the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute canDispute can not be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 The obligations them, either Party may deliver a notice (an “Escalation Notice”) demanding an in-person meeting involving appropriate representatives of the Parties under the Contract shall not cease, or be suspended or delayed by the reference at a senior level of a dispute to mediation (or arbitration) and the Contractor and its Staff shall comply fully with the requirements management of the Contract at all times. I 2.5 The procedure for mediation and consequential provisions relating to mediation are as follows: a) a neutral adviser or mediator Parties (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 actParties agree, either Party shall within ten (10) Working Days from the date of the proposal to appoint a Mediatorappropriate strategic business unit or division within such entity) (collectively, or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act“Senior Executives”). Thereupon, apply to a mediation provider to appoint a Mediator. b) The Parties shall within ten (10) Working Days each of the appointment Party Representatives shall promptly prepare a memorandum stating (i) the issues in Dispute and each Party’s position thereon, (ii) a summary of the Mediator meet with him in order to agree a programme for the exchange of evidence and arguments supporting each Party’s positions (attaching all relevant information and the structure to be adopted for negotiations to be held. If considered appropriatedocuments), the Parties may at any stage seek assistance from (iii) a mediation provider 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 summary of the Parties in any future proceedings. dnegotiations that have taken place to date, and (iv) If the Parties reach agreement on the resolution name and title of the dispute, the agreement Senior Executive who shall be recorded in writing and represent each Party. The Party Representatives 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 each deliver such memorandum to provide a non-binding but informative 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 I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following respective Senior Executive promptly upon receipt of such notice to serve memorandum from the other Party Representative. The Senior Executives shall meet for negotiations (which may be held telephonically) at a reply on the Contractor requiring the dispute to be referred to mutually agreed time and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator place within ten (10) days of the Arbitration Notice being issued by Escalation Notice, and thereafter as often as the Authority Senior Executives deem reasonably necessary to resolve the Dispute. (c) In the event that the Parties, after complying with the provisions set forth in Sections 13.2(a) and 13.2(b), are unable to resolve a Dispute that arises out of or relates to, arises under clause I 2.7 (b) or if in connection with this Services Agreement or the person appointed is unable or unwilling to acttransactions contemplated hereby, the arbitrator Parties shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted resolve such Dispute in accordance with, English lawwith the provisions set forth in Article VIII of the Master Separation Agreement.

Dispute Resolution. I 2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them All disputes and differences arising out of or in connection with the Contract within twenty this Agreement including in relation to any non-contractual obligation (20a Dispute) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure terms of this Condition 27. In the event that the Grant Recipient or the GLA consider that a Dispute exists, such party shall serve a notice upon the other party (a Notice of Dispute) giving brief details of the Dispute and in the first instance the parties shall use their reasonable endeavours to resolve such Dispute amicably and in good faith and in accordance with this Condition 27. Where either no representatives of both parties are available to meet within the period set out in clause I 2.4 The obligations Condition 27.1.2 or the representatives fail to agree a unanimous resolution of the Parties under Dispute at such meeting, the Contract Dispute shall not cease, or be suspended or delayed by referred to the reference of a dispute to mediation chief executive officers (or arbitrationnominated deputies) of the Grant Recipient and the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 The procedure for mediation and consequential provisions relating to mediation are as follows: a) a neutral adviser or mediator GLA (the “Mediator”) Senior Executives). The Senior Executives shall be chosen by agreement between the Parties, or if they are unable to agree upon a Mediator meet within ten (10) Working Business Days after a request by one Party (or such other longer period not exceeding twenty (20) Business Days as the parties may agree) of such referral to attempt to resolve 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 a mediation provider 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 to be heldDispute. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider 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 Any unanimous resolution of the dispute, the agreement Senior Executives shall be recorded in writing and signed by them and shall be final and binding on unless 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-binding but informative written opinionparties agree otherwise. 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 I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within Dispute remains unresolved after ten (10) days Business Days following referral to the Senior Executives, such Dispute must be dealt with in accordance with Condition 27.2. In the circumstances contemplated in Condition 27.1.5, the parties will attempt to settle the Dispute by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed by the parties, the mediator will be nominated by CEDR. The parties agree that: to initiate the mediation a party must give notice in writing (ADR Notice) to the other party to the Dispute requesting a mediation. A copy of the Arbitration Notice being issued request should be sent to CEDR; the mediation shall start not later than twenty eight (28) days after the date of the ADR Notice; and except where the right to issue proceedings would be prejudiced by a delay, no party may commence any court proceedings in relation to any dispute arising out of this Agreement until it has attempted to settle the Authority under clause I 2.7 (b) dispute by mediation and either the mediation has terminated or if the person appointed is unable or unwilling other party has failed to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and participate in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English lawmediation.

Dispute Resolution. I 2.1 The Parties shall attempt in good faith to negotiate a settlement to If any dispute or disagreement arises between them arising out Pfizer and CytomX in respect of this Agreement, they shall follow the following procedures in an attempt to resolve the dispute or disagreement: 11.9.1. The Party claiming that such a dispute exists shall give notice in connection with writing (a “Notice of Dispute”) to the Contract other Party of the nature of the dispute. 11.9.2. Within fourteen (14) days of receipt of a Notice of Dispute, the Pfizer Alliance Manager and the CytomX Alliance Manager shall meet in person or by teleconference and exchange written summaries reflecting, in reasonable detail, the nature and extent of the dispute, and at this meeting they shall use their reasonable endeavors to resolve the dispute. 11.9.3. If the Alliance Managers are unable to resolve the dispute during the meeting described in Section 11.9.2 or if for any reason such meeting does not take place within twenty the period specified in Section 11.9.2, then the dispute will be referred to the JRC which shall meet no later than forty-five (2045) Working Days days following the initial receipt of the Notice of Dispute and use reasonable endeavors to resolve the dispute. 11.9.4. If the JRC is unable to resolve the dispute during the meeting described in Section 11.9.3 or if for any reason such meeting does not take place within the period specified in Section 11.9.3, then the Senior Vice President and Chief Scientific Officer, Oncology Research Unit, of Pfizer and the Chief Executive Officer of CytomX shall meet at a mutually agreed-upon time and location for the purpose of resolving such dispute. 11.9.5. If, within a further period of thirty (30) days, or if in any event within ninety (90) days of initial receipt of the Notice of Dispute, the dispute has not been resolved, or if, for any reason, the meeting described in Section 11.9.4 has not been held within ninety (90) days of initial receipt of the Notice of Dispute, then the Parties agree that either Party notifying may initiate litigation to resolve the other dispute. 11.9.6. Notwithstanding any provision of the dispute and such efforts shall involve the escalation of the dispute ultimately this Agreement to the Commercial Director (or such other person as he contrary, either Party may direct) of each Party. I 2.2 Nothing immediately initiate litigation in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining seeking any remedy at law or in equity, including the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 The obligations of the Parties under the Contract shall not cease, or be suspended or delayed by the reference issuance of a dispute preliminary, temporary or permanent injunction, to mediation preserve or enforce its rights under this Agreement. The provisions of this Section 11.9 will survive for five (or arbitration5) and the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 years from the date of the proposal to appoint a Mediator, termination or within ten (10) Working Days expiration of notice to either Party that he is unable or unwilling to act, apply to a mediation provider to appoint a Mediatorthis Agreement. 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 to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider 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-binding but informative 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 I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law.

Dispute Resolution. I 2.1 45.2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) level of representative of each PartyParty specified in paragraph 10.1 of the Order Form. I 2.2 45.2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 45.2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 clause 45.2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clauseclause 45.2.5 unless: I 2.4 45.2.3.1 the Customer considers that the dispute is not suitable for resolution by mediation; or 45.2.3.2 the Supplier does not agree to mediation. 45.2.4 The obligations of the Parties under the Contract shall not ceasebe suspended, cease or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and the Contractor Supplier and its the Staff shall comply fully with the requirements of the Contract at all times. I 2.5 45.2.5 The procedure for mediation and consequential provisions relating to mediation are is as follows: a) 45.2.5.1 a neutral adviser or mediator ("the “Mediator”") shall be chosen by agreement between the PartiesParties or, or if they are unable to agree upon a Mediator within ten (10) 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) 10 Working Days from the date of the proposal to appoint a Mediator, Mediator or within ten (10) 10 Working Days of notice to either Party that he is unable or unwilling to act, apply to a the mediation provider specified in paragraph 10 of the Order Form to appoint a Mediator.; b) The 45.2.5.2 the Parties shall within ten (10) 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. If considered appropriate, the Parties may at any stage seek assistance from a the mediation provider specified in paragraph 11 of the Order Form to provide guidance on a suitable procedure.; c) Unless 45.2.5.3 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 45.2.5.4 if the Parties reach agreement on the resolution of the dispute, the agreement shall be recorded in reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives.; e) Failing 45.2.5.5 failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative written opinionopinion in writing. 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.; and f) If 45.2.5.6 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 courts. [ ] ("the dispute Customer") and [ ] ("the Supplier") 1. The Order is referred varied as follows and shall take effect on the date signed by both Parties: [Guidance: Insert details of the Variation] 2. Words and expressions in this Variation shall have the meanings given to arbitration pursuant to them in the procedures set out in clause I 2.6Contract. I 2.6 Subject 3. The Contract, including any previous Variations, shall remain effective and unaltered except as amended by this Variation. Date Name in Capitals Address Date Name in Capitals Address In this schedule the following provisions shall have the meanings given to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration them below: "Breach of Security" in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on security requirements in paragraph 2.5 of the Authority of its intentions Order Form and the Authority shall have twenty one Security Policy, the occurrence of: (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) any unauthorised access to or use of the arbitration shall be governed Services, the Premises, the Sites, the Supplier System and/or any ICT, information or data (including the Confidential Information and the Customer Data) used by the provisions of Customer and/or the Arbitration Xxx 0000; Supplier in connection with this Contract; and/or (b) the Authority shall give a written notice loss and/or unauthorised disclosure of arbitration to any information or data (including the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract Confidential Information and the decision Customer Data), including any copies of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed information or data, used by the PartiesCustomer and/or the Supplier in connection with this Contract; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law.

Dispute Resolution. I 2.1 35.1. The Parties shall attempt in good faith to negotiate a settlement to of any dispute between them arising out of or in connection with the Contract this Framework Agreement within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each PartyAuthority Representative and the Supplier Representative. I 2.2 35.2. Nothing in this dispute resolution procedure Dispute Resolution Procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 35.3. The obligations of the Parties under this Framework Agreement shall not be suspended, cease or be delayed by the reference of a dispute to mediation or arbitration pursuant to this Clause 35 and the Supplier and Staff shall comply fully with the requirements of this Framework Agreement at all times. 35.4. If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 Clause 35.1, the Parties shall refer it to mediation pursuant to the procedure set out in clauseClause 35.5 unless the Authority considers that the dispute is not suitable for resolution by mediation. I 2.4 The obligations of 35.5. If a dispute is referred to mediation the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 The procedure for mediation and consequential provisions relating to mediation are as followsfollowing provisions: a) 35.5.1. a neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the PartiesParties or, or if they are unable to agree upon a Mediator mediator within ten (10) Working Days after a request by one Party to the other or if the Mediator 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, mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to a mediation provider CEDR to appoint a Mediator.mediator; b) The 35.5.2. the Parties shall within ten (10) Working Days of the appointment of the Mediator 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. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider the CEDR to provide guidance on a suitable procedure.; c) Unless 35.5.3. 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 35.5.4. if the Parties reach agreement on the resolution of the dispute, the agreement shall be recorded in reduced to writing and shall be binding on the Parties once it is signed with effect from its signature by their duly authorised representatives.; e) Failing 35.5.5. failing agreement, either of the Parties may invite the Mediator mediator to provide a non-binding but informative written opinionopinion in writing. 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 this Framework Agreement without the prior written consent of both Parties.; and f) If 35.5.6. if the Parties fail to reach agreement in the structured negotiations within sixty (60) Working Days of the Mediator 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 arbitration pursuant to Clause 35.6. 35.6. If a dispute cannot be resolved by the Courts Parties pursuant to Clause 35.5 the Parties shall refer it to arbitration pursuant to the procedure set out in Clause 35.7 unless the Authority considers that it is not suitable for resolution by arbitration. 35.7. If a dispute is referred to arbitration pursuant to the procedures set out in clause I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until comply with the procedures set out in clauses I 2.1 and I 2.3 have been completed save thatfollowing provisions: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) 35.7.1. the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) 0000 and the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) LCIA procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to into this Framework Agreement (save that in the Contract event of any conflict between those rules and this Framework Agreement, this Framework Agreement shall prevail); 35.7.2. the decision of the arbitrator shall be binding on the Parties (in the absence of any material failure by the arbitrator to comply with such the LCIA procedural rules); d) 35.7.3. the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if Parties and in the event that the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or Working Days or, if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA;; and f) 35.7.4. the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English lawLondon.

Dispute Resolution. I 2.1 The Parties shall attempt (a) If a dispute arises between the parties in good faith relation to negotiate this Agreement, the dispute must be dealt with in accordance with this clause. (b) Any party claiming that a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying exists must notify the other party to the dispute (Second Party) in writing of the dispute and such efforts shall involve the escalation nature of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each Partydispute. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 (c) If the dispute canis not be resolved by Agreement within five working days of the Parties pursuant Second Party receiving the notice referred to clause I 2.1 in paragraph (b) above, either party may refer the Parties shall refer it matter to mediation pursuant conducted by a mediator agreed between the parties within a further five working days or failing Agreement within that period the dispute will be referred to the procedure set out Resolution Institute (ACN 008 651 232); Xxxxx 0, 00-00 Xxxxxx Xxxxxx, Xxxxxx XXX 0000; email: xxxxxxx@xxxxxxxxxx.xxxxxxxxx; telephone: (00-0) 0000 0000, for facilitation of a mediation in clause I 2.4 accordance with Resolution Institute's Mediation Rules. The obligations location of the Parties under mediation will be Melbourne in the Contract shall not cease, or be suspended or delayed by the reference State of a dispute to mediation (or arbitration) and the Contractor and its Staff shall comply fully with the requirements Victoria. The costs of the Contract at all timesmediator shall be borne equally between the disputing parties. The chosen mediator shall determine the procedures for the mediation. The chosen mediator will not have the power or authority to make any other determination in relation to the dispute. I 2.5 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 a mediation provider 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 to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider 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 parties have not mediated a 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-binding but informative 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 dispute 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 I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) 10 working days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to actselection of a mediator, the arbitrator neither party shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed byobliged to continue any attempt at mediation under this clause, and interpreted either party may then commence such legal proceedings as it thinks fit in accordance withrelation to the dispute. (e) If invoices are unpaid for [14] days, English lawMy Internship has the right to engage debt collection services for the collection of unpaid and undisputed debt, and the right to commence legal proceedings for any outstanding amounts owed to us. The candidate acknowledges and agrees that he/she will be liable for and will pay all costs including debt collection, commission, solicitor’s fees and any out of pocket expense, and that MyInternship may place a default against the candidate with a credit reporting agency.

Dispute Resolution. I 2.1 The Parties shall attempt in good faith to negotiate 17.1 In the event of a settlement to any dispute between them arising out of or the Partners in connection with this Agreement, the Contract matter shall be referred to the Director of Social Services for CCBC, DCC, FCC, GC, IOAC, WCBC and the Chief Operating Officer for the Health Board (or equivalent post holders) who shall use their best endeavours to resolve the dispute. 17.2 In the event that the dispute remains unresolved having followed the procedure in Clause 17.1 the matter shall be referred in writing by any Partner or Partners to the Chief Executives (or equivalent) of the Partners who shall endeavour to settle the dispute between them. 17.3 If the Chief Executives fail to resolve the dispute within twenty (20) Working Days of either Party notifying the other working days of the dispute and such efforts shall involve the escalation of having been referred to them, the dispute ultimately to the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it referred to mediation pursuant to the procedure set out in clauseclause 17.5. I 2.4 17.4 The obligations performance of the Parties under the Contract Agreement shall not ceasebe suspended, cease or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and the Contractor and its Staff Partners shall comply fully with the requirements of the Contract Agreement at all times. I 2.5 17.5 The procedure for mediation and consequential provisions relating to mediation are as follows: a(i) a A neutral adviser or mediator (“the “Mediator”) shall be chosen by agreement between the PartiesPartners, or or, if they are unable to agree upon a Mediator within ten (10) 10 Working Days after a request by one Party Partner to the other Partners or if the Mediator agreed upon is unable or unwilling to act, either Party any of the Partners shall within ten (10) 10 Working Days from the date of the proposal to appoint a Mediator, Mediator or within ten (10) 10 Working Days of notice to either Party the other Partners that he is unable or unwilling to act, apply to a mediation provider the Centre for Effective Dispute Resolution (“CEDR”) to appoint a Mediator. b(ii) The Parties Partners shall within ten (10) 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. If considered appropriate, the Parties Partners may at any stage seek assistance from a mediation provider CEDR to provide guidance on a suitable procedure. c(iii) 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 Partners in any future proceedings. d(iv) If the Parties Partners reach agreement on the resolution of the dispute, the agreement shall be recorded in reduced to writing and shall be binding on the Parties Partners once it is signed by their duly authorised representatives. e(v) Failing agreement, either any of the Parties Partners may invite the Mediator to provide a non-binding but informative written opinionopinion in writing. 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 Agreement without the prior written consent of both Partiesthe Partners. f(vi) If the Parties Partners fail to reach agreement in the structured negotiations within sixty (60) 60 Working Days of the Mediator being appointed, or such longer period as may be agreed by the PartiesPartners, 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 I 2.6Courts. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law.

Dispute Resolution. I 2.1 The Parties shall attempt in good faith to negotiate a settlement to of any dispute between them arising out of or in connection with the Contract this Framework Agreement within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Authority Representative and the Supplier Representative. Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 . The obligations of the Parties under this Framework Agreement shall not be suspended, cease or be delayed by the reference of a dispute to mediation or arbitration pursuant to this Clause 46 and the Supplier and Supplier’s Staff, personnel and associates shall comply fully with the requirements of this Framework Agreement at all times. If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 Clause 46.1, the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 The obligations of Clause 46.5 unless the Authority considers that the dispute is not suitable for resolution by mediation. If a dispute is referred to mediation the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 The procedure for mediation and consequential provisions relating to mediation are as follows: a) following provisions: a neutral adviser or mediator ("the “Mediator”") shall be chosen by agreement between the PartiesParties or, 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, Mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to a mediation provider the CEDR to appoint a Mediator. b) The ; 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. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider the CEDR to provide guidance on a suitable procedure. c) Unless ; 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 ; if the Parties reach agreement on the resolution of the dispute, the agreement shall be recorded in reduced to writing and shall be binding on the Parties once it is signed with effect from its signature by their duly authorised representatives. e) Failing ; failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative written opinionopinion in writing. 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 this Framework Agreement without the prior written consent of both Parties. f) If ; and 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 arbitration pursuant to Clause 46.6. If a dispute cannot be resolved by the Courts Parties pursuant to Clause 46.5 the Parties shall refer it to arbitration pursuant to the procedure set out in Clause 46.7 unless the Authority considers that it is not suitable for resolution by arbitration. If a dispute is referred to arbitration pursuant to the procedures set out in clause I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until comply with the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) provisions: the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) Act 1996 and the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to into this Framework Agreement (save that in the Contract event of any conflict between those rules and this Framework Agreement, this Framework Agreement shall prevail); the decision of the arbitrator shall be binding on the Parties (in the absence of any material failure by the arbitrator to comply with such the LCIA procedural rules; d) ); the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if Parties and in the event that the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or Working Days or, if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) ; and the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English lawLondon.

Dispute Resolution. I 2.1 The 14.01 If a dispute occurs between the Parties concerning any matter governed by this Agreement, the disputing Party shall attempt in good faith promptly advise the other Party and the Parties together shall use all reasonable efforts to negotiate resolve the dispute informally. 14.02 If the Parties are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to CoastalNRM Representative, which particulars shall include the following: (a) a settlement to any dispute between them arising out detailed description of or in connection with the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 CoastalNRM shall, within twenty (20) Working Work Days of either Party notifying the other receipt by CoastalNRM Representative of the dispute and such efforts shall involve written particulars, give the escalation Contractor a decision, in writing, of one of the dispute ultimately to following: (a) that XxxxxxxXXX accepts the Commercial Director position of the Contractor; or (or such other person as he may directb) that CoastalNRM rejects the position of each Partythe Contractor. I 2.2 Nothing in this dispute resolution procedure shall prevent 14.04 If CoastalNRM accepts the position of the Contractor, the Parties from seeking from any court of competent jurisdiction shall enter into an interim order restraining Amending Document to reflect the other Party from doing any act or compelling the other Party to do any actAgreement. I 2.3 14.05 If CoastalNRM rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute canis not be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 The obligations of the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute to mediation within fifteen (or arbitration15) and the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 Work Days of notice to either Party that he is unable or unwilling to act, apply to a mediation provider 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 to be held. If considered appropriatemediator, then the Parties may at any stage seek assistance from a mediation provider to provide guidance on a suitable procedure. c) Unless otherwise agreedmay, 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 disputeif they both agree, 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-binding but informative 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 proceed to arbitration pursuant to the procedures set out in clause I 2.6Commercial Arbitration Act. I 2.6 Subject 14.06 If the matter in dispute is not resolved promptly pursuant to clause I 2.2Section 14.01, CoastalNRM Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Parties Contractor shall not institute court proceedings until act immediately to carry out the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) Work pursuant to the Authority may at instructions, but any time before court proceedings are commenced, serve a notice on Work performed by the Contractor requiring the dispute in this respect shall be without prejudice to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) any claim the Contractor may request by notice have concerning the dispute. 14.08 Nothing in writing to the Authority that any this Article precludes either Party from having a dispute be referred and resolved by arbitration in accordance with clause I 2.7a court of competent jurisdiction, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration although no steps shall be governed taken by either Party to initiate legal proceedings until after the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules process described in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English lawSections 14.01 through 14.03 has been completed.

Dispute Resolution. I 2.1 (a) Either party may commence the dispute resolution process of this Section 5.2 by giving the other party written notice (a “Dispute Notice”) of any of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreement. The Parties parties shall attempt in good faith to negotiate resolve any Dispute by negotiation between executive officers of each party (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a settlement senior management level, who are at a higher level of management than the Persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days after delivery of the Dispute Notice, the receiving party shall submit to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 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 the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 The procedure for mediation and consequential provisions relating to mediation are as follows: a) a neutral adviser or mediator written response (the “MediatorResponse”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such party’s Senior Party Representative and any other Persons who will accompany the Senior Party Representative at the meeting at which the parties will attempt to settle the Dispute. Within thirty (30) days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information regarding the Dispute or a Response thereto. (b) All negotiations, conferences and discussions pursuant to this Section 5.2 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 a mediation provider 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 to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider 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 confidential and shall be binding on treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the Parties once it course of such negotiations, conferences and discussions that is signed by their duly authorised representativesnot otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. e(c) Failing agreement, either Any Dispute regarding the following matters is not required to be negotiated prior to seeking relief from an arbitrator: (i) breach of any obligation of confidentiality or waiver of Privilege; and (ii) any other claim where interim relief is sought to prevent serious and irreparable injury to one of the Parties may invite parties. However, the Mediator to provide a non-binding but informative written opinion. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating parties to the Contract without the prior written consent of both Parties. f) If the Parties fail Dispute shall make a good faith effort to reach agreement in the structured negotiations within sixty (60) Working Days of the Mediator being appointednegotiate such Dispute, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred according to the Courts unless the dispute above procedures, while such arbitration is referred to arbitration pursuant to the procedures set out in clause I 2.6pending. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law.

Dispute Resolution. I 2.1 I2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) 20 Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director finance director (or such other person as he may directequivalent) of each Party. I 2.2 I2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 I2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 I2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clauseclause I2.5 unless (a) the Client considers that the dispute is not suitable for resolution by mediation; or (b) the Contractor does not agree to mediation. I 2.4 I2.4 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 the Contractor and its the Staff shall comply fully with the requirements of the Contract at all times. I 2.5 I2.5 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 PartiesParties or, or if they are unable to agree upon a Mediator within ten (10) 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) 10 Working Days from the date of the proposal to appoint a Mediator, Mediator or within ten (10) 10 Working Days of notice to either Party that he is unable or unwilling to act, apply to a [the Centre for Effective Dispute Resolution or other mediation provider provider] to appoint a Mediator. (b) The Parties shall within ten (10) 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. If considered appropriate, the Parties may at any stage seek assistance from a [the Centre for Effective Dispute Resolution or other mediation provider provider] 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-binding but informative 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) 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 I 2.6I2.6. I 2.6 I2.6 Subject to clause I 2.2I2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 I2.1 and I 2.3 I2.3 have been completed save that: (a) the Authority Client may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7I2.7. (b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority Client of its intentions and the Authority Client shall have twenty one (21) 21 days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7I2.7. (c) the Contractor may request by notice in writing to the Authority Client that any dispute be referred and resolved by arbitration in accordance with clause I 2.7I2.7, to which the Authority Client may consent as it sees fit. I 2.7 I2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6I2.6: (a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000Act 1996; (b) the Authority Client shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“”) stating: (i) that the dispute is referred to arbitration; and (ii) providing details of the issues to be resolved; (c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 I2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; (d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; (e) if the Parties fail to agree the appointment of the arbitrator within ten (10) 10 days of the Arbitration Notice being issued by the Authority Client under clause I 2.7 I2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; (f) the arbitration proceedings shall take place in London and in the English language; and (g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law]].

Dispute Resolution. I 2.1 38.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each PartyFramework Agreement. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 38.2 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 Clause 38.1, the Parties shall refer it dispute may, by agreement between the Parties, be referred to mediation pursuant to the procedure set out in clauseClause 38.4. I 2.4 38.3 The obligations performance of the Parties under the Contract Services shall not cease, cease or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and the Contractor and its Staff shall comply fully with the requirements of the Contract at all timespursuant to Clause 38.2. I 2.5 38.4 The procedure for mediation and consequential provisions relating to mediation are as follows: a) a A neutral adviser advisor or mediator (“the “Mediator”) shall be chosen by agreement between the PartiesParties or, or if they are unable to agree upon a the identity of the Mediator within ten fourteen (1014) Working Days days after a the request by one Party to the other (provided that there remains agreement for mediation), or if the Mediator agreed upon is unable or unwilling to act, either Party shall within ten fourteen (1014) Working Days days from the date of the proposal to appoint a Mediator, Mediator or within ten fourteen (1014) Working Days days of notice to either Party that he is unable or unwilling to act, apply to a mediation provider the Centre for Dispute Resolution (CEDR) to appoint a Mediator. b) The Parties shall within ten fourteen (1014) Working Days 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. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider the CEDR 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 reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representativesboth the Authority’s and the Contractor’s Representatives. e) Failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative written opinionopinion in writing. 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 Framework Agreement 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 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 I 2.6courts. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law.

Dispute Resolution. I 2.1 The 19.1 This Clause 19 shall not apply to any undisputed unpaid Fees which, for the avoidance of any doubt, shall be deemed to be a material breach and shall be dealt with under Clause 6.8 or Clause 7.2.(a), at Company’s sole discretion. 19.2 If a dispute arises between Customer and Company in relation to any other matter the representatives for each Party to the applicable Statement of Work shall, in the first instance attempt to agree a resolution for such dispute. If after 30 consecutive days (or such other time as the Parties may agree in writing) such representatives, each acting reasonably, are unable to resolve the dispute, Customer and Company shall attempt arrange for a senior representative to attend one or more meeting solely in order to resolve the matter in dispute. Such meetings shall be conducted in such manner and at such venue (including a meeting conducted over the telephone) as to promote a consensual resolution of the dispute in question and each Party shall act in good faith faith. 19.3 If the senior representatives are unable to negotiate a settlement resolve the matter in question within 30 consecutive days (or such other time as the Parties may agree in writing) then the Parties will attempt to any dispute between them arising out of or settle it by mediation in connection accordance with the Contract within twenty Centre for Effective Dispute Resolution (20"CEDR") Working Days of Model Mediation Procedure or any other model mediation procedure as agreed between the Parties. To initiate a mediation either Party notifying may give notice in writing (a "Mediation Notice") to the other requesting mediation of the dispute and shall send a copy thereof to CEDR or agreed equivalent mediation organisation asking them to nominate a mediator. The mediation shall commence within 28 consecutive days of the Mediation Notice being served. Neither of the Parties will terminate such efforts shall involve mediation until each has made its opening presentation and the escalation 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 the other agreed model mediation procedure). Neither Party will commence legal proceedings against the other until 30 consecutive days after such mediation of the dispute ultimately in question has failed to resolve the Commercial Director (or dispute. Each Party will co- operate with any person appointed as mediator providing him with such information and other person assistance as he may direct) shall require and will pay his costs, as he shall determine or, in the absence of each Partysuch determination, such costs will be shared equally. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 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 the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 a mediation provider 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 to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider 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-binding but informative 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 I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 19.4 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration not resolved in accordance with I 2.7 (b) shall Clauses 19.2 or 19.3, the dispute may be applied and are deemed to be incorporated referred by reference either Party to the Contract English courts and the decision of Parties submit to the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English lawnon-exclusive jurisdiction for that purpose.

Dispute Resolution. I 2.1 In the event a dispute arises between the Parties regarding this Agreement, including where a Party determines that the other is not complying with the Agreement, the Parties will use the following process to attempt to resolve the dispute. 9.1.1. A Party will provide the other with written notice of the dispute. The notice will describe the dispute, or if the notice arises from non-compliance with the Agreement, describe evidence of non-compliance and the steps the Party believes are needed to restore compliance with the Agreement. Unless otherwise provided for in the Agreement, the Party receiving notice will have 30 days from the date it receives the notice to restore compliance with the Agreement. If the non- compliance issue is of such a nature that it cannot reasonably be cured within 30 days, the Party on notice of its non-compliance will have such additional time as required to restore its compliance with the applicable terms of the Agreement, as long as it is acting in a reasonable manner and in good faith. 9.1.2. If the non-compliant Party does not reasonably correct the non-compliance concern or if the dispute is not otherwise resolved between the Parties shall within the time allowed, the Parties will attempt to settle the issue through good faith negotiation. This may be done at any management level, including at a level higher than persons directly responsible for administration of the Agreement. 9.1.3. If the Parties are unable to resolve the issue through such negotiation, or such negotiations have not resolved the dispute or non-compliance concern within 30 days from the date a Party first issues written notice as provided in Section 9.1.1 and the Parties have not agreed to an extension of time to negotiate, the Parties will submit the issue to the SOC, City Mayor, and the County Chair (“HRS Leaders”). The HRS Leaders will attempt to resolve the dispute or non-compliance concern on terms acceptable to both Parties. 9.1.4. If the HRS Leaders are unable to resolve the dispute or non-compliance concern within 30 days of their first meeting regarding the issue, and the Parties have not agreed to an extension of time for the HRS Leaders to resolve the dispute, the Parties will then attempt in good faith to negotiate a settlement resolve the issue by facilitated mediation. The Parties agree to any attend at least four hours of mediation before resorting to arbitration, litigation, or some other dispute between them arising out resolution procedure. The Parties agree to schedule the mediation within 60 days of or in connection with written notice from the Contract within twenty (20) Working Days of either Party notifying the other of HRS Leaders that it is unable to resolve the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each Partynon-compliance concern. I 2.2 Nothing 9.1.5. The Parties will attempt to use the services of a mutually agreed upon mediator, with a preference for a mediator with experience in this dispute resolution procedure shall prevent mediating disputes between local governments. If the Parties cannot mutually agree on a mediator within 14 business days of having submitted a possible mediator candidate, or the mediation is unsuccessful, either party may proceed to arbitration or litigation. 9.1.6. Each Party is responsible for its own dispute-related costs. The Parties will each pay for half of any mutually retained mediator or arbitrator’s services and costs. 9.1.7. Nothing prevents a Party from seeking from any resorting to a court of competent jurisdiction an interim order restraining in those instances where injunctive relief may be appropriate; or, if the other Party from doing any act or compelling the other Party Parties agree, seek arbitration to do any act. I 2.3 If resolve the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 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 the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 a mediation provider 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 to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider 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-binding but informative written opinioncompliance concern. Such an opinion shall Any dispute submitted for arbitration will 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 I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration settled in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by commercial arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions rules of the Arbitration Xxx 0000; b) the Authority shall give a written notice Services of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules Portland, Inc., then in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied effect, and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding judgment on the Parties award may be entered in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English lawcourt having jurisdiction.

Dispute Resolution. I 2.1 The Parties All disputes over the interpretation, application or enforceability of this Agreement shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately be resolved according to the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Nothing in this following dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act.procedures: I 2.3 a. If the dispute cannot be resolved by the Parties pursuant personnel directly involved, the parties will consider the following mediation process before invoking formal arbitration: i. Each party will designate a representative with appropriate authority to clause I 2.1 be its representative in the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 The obligations of the Parties under dispute. ii. Either representative may request the Contract shall assistance of a qualified mediator. If the parties cannot ceaseagree on the qualified mediator within five days of the request for a mediator, a qualified mediator will be appointed by the Municipal Boundary Review Director of the Office of Land Information Services of the State of Wisconsin Department of Administration, or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and the Contractor and its Staff shall comply fully with the requirements of the Contract at all timeshis successor. I 2.5 iii. The procedure for mediation and consequential provisions relating to mediation are as follows: a) a neutral adviser or mediator (the “Mediator”) session shall be chosen by agreement between the Parties, or if they are unable to agree upon a Mediator take place 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 a mediation provider to appoint a Mediator. b) The Parties shall within ten (10) Working Days 30 days of the appointment of the Mediator meet respective representative designated by the parties, or the designation of a mediator, whichever occurs last. iv. In the event that a mediator is used, each party shall provide the mediator with him in order a brief memorandum setting forth its position with regard to agree a programme the issues that need to be resolved at least 10 days prior to the first scheduled mediation session. The Parties will also produce all information reasonably required for the exchange mediator to understand the issues presented. The mediator may require the Parties to supplement such information. v. The mediator does not have authority to impose a settlement upon the Parties but will attempt to help the Parties reach a satisfactory resolution of all relevant information and their dispute. To the structure to be adopted for negotiations to be held. If considered appropriateextent authorized by law, the mediation session(s) are private. The Parties and their representatives may at any stage seek assistance from a attend mediation provider to provide guidance on a suitable procedure. c) Unless otherwise agreed, all negotiations connected sessions. Other persons may attend only with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights permission of the Parties and with the consent of the mediator. The Parties shall maintain the confidentiality of the mediation and shall not rely on, or introduce as evidence in any future proceedings. d) If arbitral, judicial, or other proceeding, views expressed or suggestions made by the Parties reach agreement on the resolution other party with respect to a possible settlement of the dispute, or admissions made by the agreement other party in the course of mediation proceedings. vi. The expenses of a mediator, if any, shall be recorded in writing and shall be binding on borne equally by 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-binding but informative 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. fb. If unresolved after (a) If above, either Party may seek a judicial determination of the Parties fail to reach agreement matter by the filing of an action 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 I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Circuit Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision Winnebago County, State of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English lawWisconsin according statute.

Dispute Resolution. I 2.1 The Parties shall attempt in good faith to negotiate a settlement to of any dispute between them arising out of or in connection with the Contract this Framework Agreement (“Dispute”) within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Authority Representative and the Supplier Representative. Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 . The obligations of the Parties under this Framework Agreement shall not be suspended, cease or be delayed by the reference of a dispute to mediation or arbitration pursuant to this Clause 16 and the Supplier and its employees, personnel and associates shall comply fully with the requirements of this Framework Agreement at all times. If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 Clause 16.1, the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 The obligations of Clause 16.4 unless the Authority considers that the dispute is not suitable for resolution by mediation. If a dispute is referred to mediation the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 The procedure for mediation and consequential provisions relating to mediation are as follows: a) following provisions: a neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the PartiesParties or, 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, Mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to a mediation provider the CEDR to appoint a Mediator. b) The ; 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. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider the CEDR to provide guidance on a suitable procedure. c) Unless ; 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 ; if the Parties reach agreement on the resolution of the dispute, the agreement shall be recorded in reduced to writing and shall be binding on the Parties once it is signed with effect from its signature by their duly authorised representatives. e) Failing ; failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative written opinionopinion in writing. 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 this Framework Agreement without the prior written consent of both Parties. f) If ; and 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 arbitration pursuant to Clause 16.5. If a Dispute cannot be resolved by the Courts Parties pursuant to Clause 16.4 or the Authority considers that the Dispute is not suitable for resolution by Mediation, then either Party may (at any time before proceedings are commenced) refer it to arbitration pursuant to the procedure set out in Clause 16.6 unless the Authority considers that it is not suitable for resolution by arbitration. If a dispute is referred to arbitration pursuant to the procedures set out in clause I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until comply with the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) provisions: the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) 0000 and the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) LCIA procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to into this Framework Agreement (save that in the Contract event of any conflict between those rules and this Framework Agreement, this Framework Agreement shall prevail); the decision of the arbitrator shall be binding on the Parties (in the absence of any material failure by the arbitrator to comply with such the LCIA procedural rules; d) ); the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if Parties and in the event that the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or Working Days or, if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) ; and the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English lawLondon.

Dispute Resolution. I 2.1 The Parties shall attempt in good faith to negotiate a settlement 12.1 Prior to any dispute between them arising out of difference or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it disagreement being referred to mediation pursuant to the procedure set out in clause I 2.4 The obligations remaining provisions of this paragraph 12 the Parties under shall seek to resolve the Contract shall not cease, or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 The procedure for mediation and consequential provisions relating to mediation are matter as follows: a) a neutral adviser or mediator (12.1.1 in the “Mediator”) first instance the issue shall be chosen considered by agreement between chief officers with delegated responsibility for the Parties, or Service 12.1.2 if they the aforementioned chief officers are unable to agree upon a Mediator resolve the matter within ten (10) Working Days after a request by one Party to 30 working days then the other or if the Mediator agreed upon is unable or unwilling to act, either Party issue 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 a mediation provider 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 to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider 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-binding but informative 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 Head of Paid Service of the dispute is referred Local Authorities and the Chief Executive officer of the other Parties 12.1.3 if the Heads of Paid Service/Chief Executive officer are not able to arbitration pursuant resolve the matter within a further thirty (30) working days the provisions of paragraph(s) 12.2 and 12.3 shall take effect 12.2 In the event of the Heads of Paid Service/Chief Executive officer not being able to resolve the procedures set out in clause I 2.6. I 2.6 Subject to clause I 2.2, matter shall be dealt with by the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save thatfollowing mediation procedure: a) 12.2.1 for the Authority may at any time before court proceedings are commenced, serve purpose of this paragraph 12.2 a dispute shall be deemed to arise when one Party serves on the other a notice on in writing stating the Contractor requiring nature of the dispute 12.2.2 every dispute to notified under this paragraph 12.2 shall first be referred to and resolved by arbitration mediation in accordance with clause I 2.7the mediation procedures of the Alternative Dispute Resolution Group London b) if 12.2.3 the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration mediator shall be governed agreed upon by the provisions Parties and failing such agreement within fifteen (15) working days of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree one Party requesting the appointment of a mediator and proposing a name then the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator mediator shall be appointed by the LCIA;head of the division of the Welsh Government for the time being with responsibilities for the oversight of the Services f) 12.2.4 unless agreed otherwise the arbitration proceedings Parties shall take place in London share equally the costs of mediation 12.2.5 the use of mediation will not be construed under the doctrines of laches waiver or estoppel to affect adversely the rights of any Party and in particular any Party may seek a preliminary injunction or other judicial relief at any time if in its judgment such action is necessary to avoid irreparable damage 12.3 In the English language; and g) event of the arbitration proceedings Parties failing to reach agreement following mediation the following procedure s shall be governed by, and interpreted followed: 12.3.1 in accordance with, English law.the event of the Parties failing to reach agreement on their dispute or difference following mediation pursuant to paragraph

Dispute Resolution. I 2.1 21.1 The dispute procedure specified in this clause shall not apply to Billing Disputes, which shall be dealt with in accordance with the relevant Annex E. 21.2 It is understood and agreed that the Parties shall attempt carry out this Interconnection Agreement in the spirit of mutual co-operation and good faith and shall seek to resolve amicably any disputes arising between them. 21.3 Without prejudice to the rights of either Party to suspend the provision of Services pursuant to Clause 15, during any period of dispute, before or until resolution, a Party, without prior approval of the Authority, shall not disrupt Services being provided to the other Party, or take any other actions, that might materially and adversely affect that Party’s Services. Each Party shall continue to fulfil its obligations under this Agreement during the pendency of a dispute or any procedures. 21.4 The procedures set out as under are without prejudice to any other rights and remedies that may be available in respect of any breach of any provisions of this Agreement including urgent interlocutory relief. 21.5 Any time limits or provisions contained herein may only be varied by agreement of the Parties. 21.6 Either Party (the “Disputing Party”) may invoke the dispute procedure specified in this clause, and if it wishes so to do it shall serve written notice of the dispute (“Dispute”) to the Nominated Representative of the other Party (the “Disputed Party”). The notice shall contain all relevant details including the nature and the extent of the Dispute. 21.7 Following notice under Clause 21.6 the Parties shall consult in good faith to negotiate try to resolve the Dispute involving the appropriate senior managers within fifteen (15) Business Days of serving the written notice of Dispute. 21.8 If the Parties do not reach an agreement on a settlement Dispute raised through correspondence within fifteen (15) Business Days noted in Clause 21.7, either Party may notify to any dispute between them arising out the other Party its intention to escalate the Dispute. If a notice of or in connection intention to escalate a Dispute has been provided by one Party to the other, the Parties shall promptly set up a committee with an equal number of appropriate representatives from either Party (“Coordination Committee”) 21.9 The Co-ordination Committee shall meet within ten (10) Business Days of the Contract receipt of notice under Clause 21.8. If the Co-ordination Committee has not resolved a Dispute within twenty (20) Working Business Days of after it meets or is required to meet to review the Dispute: (a) either Party notifying may refer the other of the dispute and such efforts shall involve the escalation of the dispute ultimately Dispute to the Commercial Director (or such other person as he may direct) Authority with prior notice of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 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 the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 intention to the other or if the Mediator agreed upon is unable or unwilling Party, such Dispute to act, either Party shall within ten be resolved in accordance with Clause 22; or (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 a mediation provider 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 to be held. If considered appropriate, the Parties by mutual agreement may at any stage seek assistance from a mediation provider refer the Dispute to provide guidance on a suitable procedure. c) Unless otherwise agreedthe arbitration, all negotiations connected with the dispute and any settlement agreement relating such arbitration to it shall be conducted in confidence and without prejudice accordance with Clause 23. 21.10 In the event of a reference to the rights of the Parties in any future proceedings. d) If the Parties reach agreement on the resolution of the disputeAuthority, 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-binding but informative 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 I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 compile a detailed dispute report, which shall include origin, nature, extent, issues and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to proposals for resolution and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing make their respective reports available to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator each other within ten (10) 28 days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English lawreferral.

Dispute Resolution. I 2.1 The Parties (a) Except as provided in Section 9(c) of this Agreement, the parties shall attempt in good faith to negotiate a settlement to resolve any dispute between them arising out of or in connection relating to this Agreement promptly by confidential negotiations between persons who have authority to settle the controversy. For the purposes of this Agreement, the following persons shall have authority to settle disputes hereunder (each an “Authorized Person”): (i) the RP Plant Supervisor and his MH counterpart with respect to disputes arising from services to be provided hereunder, and (ii) the Contract within chief financial officers of the parties with respect to all other disputes arising hereunder. All such negotiations shall be treated as compromise and settlement negotiations for purposes of the relevant rules of evidence. Any party may give the other party written notice of any dispute. Within ten (10) business days after delivery of such notice, the receiving party shall submit to the other a written response. The initial notice and the response shall include a statement of each party’s position and a summary of the arguments supporting that position. Within twenty (20) Working Days business days after the date of either Party notifying the initial notice, the applicable Authorized Persons (and/or their delegates) shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the dispute. All reasonable requests for information made by one party to the other of shall be honored promptly. (b) If the parties do not meet or the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute canhas not be been resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 The obligations foregoing negotiation within thirty (30) business days of the Parties disputing party’s initial notice, the parties shall endeavor to settle the dispute by non binding mediation under the Contract then current CPR Model Mediation Procedure for Business Disputes. Unless otherwise agreed the parties shall not ceaseselect a mediator from the CPR Panels of Neutrals. The mediation shall take place in New York, or be suspended or delayed by the reference of a dispute to mediation (or arbitration) New York and the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 concluded within ten seventy-five (1075) 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 days from the date of the proposal disputing party’s initial notice, unless the parties mutually agree 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 a mediation provider to appoint a Mediatoran extension. 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 to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider 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 dispute is not settled through the resolution of foregoing mediation procedure, either party may refer the disputedispute to, and the agreement dispute shall be recorded settled by, arbitration, before three (3) independent arbitrators in writing and shall be binding on accordance with the Parties once it is signed by their duly authorised representatives. e) Failing agreementthen current CPR Non-Administered Arbitration Rules then in effect. To initiate arbitration under this subsection 15(c), either of the Parties may invite the Mediator to provide a non-binding but informative 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 no later than sixty (60) Working Days days after the conclusions of such mediation the Mediator being appointed, or such longer period as may be agreed by aggrieved party shall give 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 I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a other party written notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if Article 20, describing the Contractor claim and the amount as to which it intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one initiate arbitration. Within fifteen (2115) days following after the receipt of such notice notice, each party shall select one person to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7act as arbitrator, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator two so selected shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of select a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the third arbitrator within ten (10) days of their appointment. If the Arbitration Notice being issued arbitrators selected by the Authority under clause I 2.7 (b) or if the person appointed is parties are unable or unwilling fail to actagree upon the third arbitrator, the third arbitrator shall be appointed selected by the LCIA; fCPR. At least one of the arbitrators so selected shall be an attorney actively engaged in the practice of law for at least (10) years and familiar with agreements comparable to this Agreement. Any such arbitration shall be conducted in New York. NY. The arbitrators shall apply New York law, regardless of its choice of law principles. The reasonable expenses of the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed byborne equally by the parties. Each party shall bear the cost of its counsel and other experts. The parties shall agree on a schedule for conducting the arbitration, including the exchange of documents and interpreted the examination of witnesses. The award of the arbitrators shall be accompanied by a reasoned opinion. Judgment upon the award rendered by the arbitrators may be entered in accordance with, English lawany court having jurisdiction of the parties and the subject and matter of the dispute.

Dispute Resolution. I 2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the [ConsReq Commercial Director or see Guidance Notes for alternative] (or such other person as he may direct) of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 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 the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 a mediation provider 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 to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider 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-binding but informative 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 I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law. [ClauseOpt J European Social Fund (ESF) [[InfoNote This section is for inclusion in W2W contracts where ESF funding or Match Funding applies or may apply in the future. To ensure that ESF requirements for unlimited liability are adequately reflected advice on the requirements should be sought from Legal Group/CPPT ].

Dispute Resolution. I 2.1 The Parties shall attempt in good faith to negotiate a settlement to 12.1 If any dispute between them arising arises out of or in connection with the Contract within twenty (20) Working Days of either Party notifying Agreement, the parties shall promptly notify each other of the matter in dispute and such efforts (“Dispute”), which shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 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 the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 a mediation provider 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 to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider 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-binding but informative 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 first instance be referred to the Courts unless Council Representative and the Provider Representative who shall use all reasonable skill, care and diligence to ensure that they receive the views of all parties and considers all solutions proposed with the objective of resolving the dispute is referred and achieving an agreed solution. 12.2 Where the Council Representative and the Provider Representative do not achieve within 14 days of notification of a Dispute a solution acceptable to arbitration pursuant all parties involved, and provided no right of termination has been exercised, then senior representatives of both parties shall meet promptly, and in any event within 21 days of notification of the Dispute, in good faith to discuss and seek to resolve the procedures Dispute. 12.3 Subject to clause 11 (Disputed Sums), the provision of the Service and the Places and the payment of the Grants shall not be affected or suspended in the event of and during any Dispute. 12.4 If within 30 days of notification of a Dispute the processes set out in this clause I 2.610 do not resolve such Dispute to the satisfaction of both parties, either party may refer any Dispute to an adjudicator. I 2.6 Subject to clause I 2.212.5 To initiate adjudication, a party must serve the Parties shall not institute court proceedings until the procedures set out other with notice in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commencedwriting, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings18 (Notices), it shall serve written notice on the Authority of its intentions intention to refer the Dispute to adjudication ("Adjudication Notice"), setting out the nature of the Dispute and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fitredress sought. I 2.7 In 12.6 If the event that any arbitration proceedings parties are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail unable to agree the appointment of the arbitrator an adjudicator within ten (10) days of the Arbitration Notice being issued request by the Authority under clause I 2.7 referring party for such an appointment then an appropriate expert (bwilling to act in that capacity hereunder) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA;President of the Centre for Effective Dispute Resolution and the parties agree to accept such appointment. f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings 12.7 Disputes shall be governed bydecided by such adjudicator in accordance with the latest Rules of Adjudication of the Centre for Effective Dispute Resolution as in place at the time of the Dispute being referred to such adjudicator, and interpreted costs shall be borne in accordance withsuch proportions as the adjudicator may determine to be fair and reasonable in all the circumstances or, English lawif the adjudicator makes no such determination, by the parties in equal proportions. 12.8 Nothing in this clause 12 shall prevent either party from applying to a court for interim measures.

Dispute Resolution. I 2.1 27.1 The Parties Authority and the Service Provider shall attempt use all reasonable endeavours to negotiate in good faith to negotiate a settlement to and settle any dispute between them arising or difference that may arise out of or in connection with relate to this Agreement or any relevant Call-Off Contract (“Dispute”) before resorting to litigation. 27.2 If the Dispute is not settled through discussion between the Contract Manager and a representative of the Service Provider within twenty (20) Working a period of seven Business Days of either Party notifying the other of date on which the dispute and such efforts shall involve Dispute arose, the escalation of Parties may refer the dispute ultimately Dispute in writing to the Commercial Director a director or chief executive (or such other person as he may directequivalent) (“Senior Personnel”) of each Partyof the Parties for resolution. I 2.2 Nothing in this dispute resolution procedure shall prevent 27.3 If the Parties from seeking from any court Dispute is not resolved within 14 Business Days of competent jurisdiction an interim order restraining referral to the Senior Personnel, either Party may propose by notice to the other Party from doing any act (“Notice”) that a structured mediation or compelling negotiation be entered into with the other Party to do any actassistance of a mediator. I 2.3 27.4 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 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 the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 on a Mediator within ten (10) Working Days after a request by one Party to the other mediator, or if the Mediator agreed upon mediator is unable or unwilling to actact within 28 Business Days of the service of the Notice, either Party shall within ten may apply to the Centre for Effective Dispute Resolution (10“CEDR”) Working Days from the date of the proposal in London to appoint a Mediator, mediator. The costs of that mediator shall be divided equally between the Parties or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to a mediation provider to appoint a Mediatoras the Parties may otherwise agree in writing. b) The Parties shall within ten (10) Working Days of the appointment of the Mediator meet with him in order 27.5 Where a dispute is referred to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriatemediation under Clause 27.3, the Parties will attempt to settle such Dispute by mediation in accordance with the model mediation procedures published by CEDR or such other procedures as the mediator may at any stage seek assistance from a mediation provider to provide guidance on a suitable procedurerecommend. 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) 27.6 If the Parties reach agreement on the resolution of the disputeDispute, the such agreement shall be recorded in writing and once signed by the Parties’ authorised representatives, shall be final and 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-binding but informative 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) 27.7 If either Party refuses at any time to participate in the mediation procedure and in any event if the Parties fail to reach agreement in on the structured negotiations Dispute within sixty (60) Working 40 Business Days of the Mediator being appointed, or such longer period as service of the Notice either Party 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 I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court commence proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7Clause 40. b) if 27.8 For the Contractor intends avoidance of doubt, the Service Provider shall continue to commence court proceedings, it shall serve written notice on provide the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration Services in accordance with clause I 2.7 c) the Contractor may request by notice in writing Call-Off Contract and without delay or disruption while the Dispute is being resolved pursuant to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fitthis Clause 27. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration 27.9 Neither Party shall be governed by prevented from, or delayed in, seeking any order for specific performance or for interim or final injunctive relief as a result of the provisions of the Arbitration Xxx 0000; b) the Authority this Clause 27 and Clause 27 shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules not apply in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence respect of any material failure to comply with circumstances where such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English lawremedies are sought.

Dispute Resolution. I 2.1 (a) If the Customer disagrees with or is otherwise dissatisfied with any Supply Item, Invoice or any other act or determination by TEN under these Terms & Conditions (Disputed Matter), the Customer must provide a notice of that dispute (Dispute Notice) which sets out: (1) the details of the Disputed Matter; and (2) the basis for the Customer disputing each Disputed Matter. (b) The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with Customer must submit the Contract within twenty Dispute Notice within: (201) Working the time period specified under the relevant Terms & Conditions; or (2) if no timeframe is specified, five Business Days of either Party notifying the other Customer becoming aware of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each PartyDisputed Matter. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 (c) If the dispute canCustomer does not be resolved by provide a Dispute Notice within the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure timeframe set out in clause I 2.4 The obligations clause 15(b), the Customer will be taken to have waived its right to make any Claim in respect of the Parties under Disputed Matter. (d) If a Dispute Notice is given to TEN in accordance with clause 15(a), then TEN must give to the Contract shall Customer a written response to each of the Disputed Matters as set out in the Dispute Notice within ten Business Days (Response). (e) If TEN and the Customer have not ceaseresolved the Disputed Matters within ten Business Days of the Response being delivered in accordance with clause 15(d), or any party may request that the dispute be suspended or delayed by the reference of a dispute referred to mediation (or arbitration) and the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 providing notice 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 a mediation provider to appoint a Mediatorparty in writing. 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 to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider 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-binding but informative 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 parties fail to reach agreement in agree as to the structured negotiations appointment of a mediator within sixty (60) Working ten Business Days of the Mediator being appointednotice provided under clause 15(e), or such longer period as then either party may apply to the Queensland Law Society Inc. to appoint a mediator. (g) All costs involved in mediation must be agreed paid equally by the Parties, then any parties. (h) The parties must attend the mediation and try to resolve the dispute. (i) A party may not start court proceedings in relation to a dispute or difference between them may be referred to the Courts unless the dispute is referred to arbitration pursuant to until it has exhausted the procedures set out in clause I 2.6this clause, but neither party is prevented from applying to a court at any stage for urgent injunctive or other relief. I 2.6 Subject to (j) Nothing in this clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at prevents any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority party from exercising any of its intentions and the Authority shall have twenty one (21) days following receipt of such notice rights or permits any party to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to not comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority any Obligations under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English lawthese Terms & Conditions.

Dispute Resolution. I 2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with Newco, on the Contract within twenty (20) Working Days of either Party notifying one hand, and Xxxxxxx, on the other hand, shall by written notice to the other, appoint respective principal points of contact (each, a “Service Coordinator”) who shall be responsible for the day-to-day implementation or monitoring (as applicable) of the dispute and such efforts shall involve Services, including attempted resolution of any issues that may arise during the escalation performance of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Nothing in Parties’ obligations under this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction Agreement. In addition, Xxxxxxx will appoint an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 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 the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 The procedure for mediation and consequential provisions relating to mediation are as follows: a) a neutral adviser or mediator executive sponsor (the “MediatorXxxxxxx Executive Sponsor”) 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 written notice to either Party that he is unable or unwilling to actNewco, apply to a mediation provider to and Newco will appoint a Mediator. ban executive sponsor (the “Newco Executive Sponsor”) 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. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider 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-binding but informative 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 I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 Xxxxxxx. In the event that the Service Coordinators are unable to resolve any arbitration proceedings are commenced pursuant to clause I 2.6: a) issues regarding the arbitration shall be governed by the provisions performance of the Arbitration Xxx 0000; b) the Authority shall give Services hereunder after a written notice period of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days (the “Disputed Issues”), the Disputed Issues may be referred to a separation management committee (the “Separation Management Committee”), which shall be at least four (4) persons and solely comprised of an equal number of members of Xxxxxxx’x and Newco’s management teams responsible for acquisition integration. If the Arbitration Notice being issued Separation Management Committee is unable to reach resolution on any Disputed Issues after a period of seven (7) days, such Disputed Issues shall be submitted to the Xxxxxxx Executive Sponsor and Newco Executive Sponsor for resolution within seven (7) days and any unresolved disputes after such seven (7) day period, the Parties may pursue an Action in accordance with Section 18(l); provided, however, that nothing herein shall prevent or limit either Party’s right to seek temporary, preliminary or permanent equitable, including injunctive, relief. Without limiting the foregoing, any resolution of such Disputed Issues agreed to in writing by the Authority under clause I 2.7 (b) or if Xxxxxxx Executive Sponsor and the person appointed is unable or unwilling to actNewco Executive Sponsor shall be considered final and binding upon the Parties. For the avoidance of doubt, unless otherwise directed in writing by the Recipient, the arbitrator Provider shall continue to provide all Services during the pendency of any dispute hereunder. Unless otherwise mutually agreed to by the Parties, all communications relating to the Services shall be appointed by directed first, to the LCIA; f) Service Coordinators and second, to the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings Separation Management Committee. The initial Service Coordinators shall be governed byset forth on Exhibit [A] attached hereto and the Parties may replace their respective Service Coordinator(s) at any time by providing written notice to the other Party. Each Party may replace its members on the Separation Management Committee at any time by providing written notice to the other Party, and interpreted in accordance witheach of Xxxxxxx and Newco may replace the Xxxxxxx Executive Sponsor and the Newco Executive Sponsor, English lawrespectively, at any time by providing written notice to the other Party.

Dispute Resolution. I 2.1 The Parties shall attempt 14.1 If a dispute arises between the Council and the BID Company in good faith to negotiate a settlement relation to any matter which cannot be resolved either party may refer such dispute between them arising to the dispute resolution procedure set out in Clause 14.2 or 14.3, as appropriate, below. 14.2 In the first instance each of or the Council and the BID Company shall arrange for senior representatives of both parties to meet solely in connection order to resolve the matter in dispute. Such meeting(s) shall be minuted and conducted in such manner and at such venue (including a meeting conducted over the telephone) as to promote a consensual resolution of the dispute in question. 14.3 If the meeting(s) referred to in Clause 14.2 does not resolve the matter in question then the parties will attempt to settle it by mediation in accordance with the Contract within twenty Centre for Effective Dispute Resolution (20“CEDR”) Working Days of either Party notifying Model Mediation Procedure or any other model mediation procedure as agreed by the parties. In such circumstances the following shall apply: 14.3.1 to initiate a mediation the parties may give notice in writing (a Mediation Notice) to the other requesting mediation of the dispute and shall send a copy thereof to CEDR or an equivalent mediation organisation as agreed by the parties asking them to nominate a mediator; 14.3.2 the mediation shall commence within 28 days of the Mediation Notice being served; 14.3.3 neither party will terminate such efforts shall involve mediation until each of them has made its opening presentation and the escalation 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); 14.3.4 neither party to the mediation will commence legal proceedings against the other until 30 days after such mediation of the dispute ultimately in question has failed to resolve the Commercial Director (or dispute; 14.3.5 the parties will co-operate with any person appointed as mediator providing him with such information and other person assistance as he may direct) of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act require and will pay his costs, as he shall determine or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 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 the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 a mediation provider 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 to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider 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-binding but informative 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 I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to determination such costs will be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English languageshared equally; and g) the arbitration proceedings 14.3.6 nothing in this clause 14 shall be governed by, and interpreted in accordance with, English lawprejudice or prohibit either party from pursuing any claim via court proceedings.

Dispute Resolution. I 2.1 Either party may commence the dispute resolution process of this Section 6.2 by giving the other party written notice with detailed description and underlying facts (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to this Services Agreement or the breach, termination, enforceability or validity hereof (a “Dispute”) which has not been resolved in the normal course of business. The Parties parties shall attempt in good faith to negotiate a settlement to resolve any dispute Dispute by negotiation between them arising out of or executives (excluding Offeror Related Directors as such term is defined in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute Tender Offer Agreement between Symphony Investors LLC, Supervalu Inc., and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may directCerberus Capital Management, L.P., dated January 10, 2013) of each Party. I 2.2 Nothing in party hereto (“Senior Party Representatives”) who have authority to settle the Dispute and who are at a higher level of management than the persons who have direct responsibility for the administration of this dispute resolution procedure Services Agreement. Within 15 days after delivery of the Dispute Notice, the receiving party shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining submit to the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 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 the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 The procedure for mediation and consequential provisions relating to mediation are as follows: a) a neutral adviser or mediator written response (the “MediatorResponse”). The Dispute Notice and the Response shall include (i) shall be chosen by agreement between a statement setting forth 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 position of the proposal party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such party’s Senior Party Representative and any other persons who will accompany the Senior Party Representative at the meeting at which the parties will attempt to appoint settle the Dispute. Within 30 days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties shall meet at a Mediatormutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties shall cooperate in good faith with respect to any reasonable requests for exchanges of information regarding the Dispute or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to a mediation provider to appoint a MediatorResponse thereto. 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 to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider 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. di) 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-binding but informative written opinion. Such an opinion shall be provided on a without prejudice basis and shall Dispute has 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 been resolved within sixty (60) Working Days days after delivery of the Mediator being appointedDispute Notice, or such longer period if the parties fail to meet within 30 days after delivery of the Dispute Notice as hereinabove provided, the parties shall submit the matter to arbitration contemplated by Section 6.2(c) or any other dispute resolution procedure that may be agreed by the Partiesparties. (ii) All negotiations, then any dispute or difference between them may be referred to the Courts unless the dispute is referred to arbitration conferences and discussions pursuant to this Section 6.2 shall be confidential and shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the procedures set out in clause I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt course of such notice to serve a reply on the Contractor requiring the dispute to be referred to negotiations, conferences and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority discussions that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration is not otherwise independently discoverable shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law.

Dispute Resolution. I 2.1 The Parties shall attempt in good faith In the event that the School and Board have disputes regarding the terms and conditions of the charter or any other issue regarding the School and authorizer’s relationship, both parties agree to negotiate follow the process below: i. In the event of a settlement to any dispute between them arising out the School and Granite School District, the staff and Board of or Directors/Trustees of the School and District agree to first frame the issue in connection written format, then refer the issue to the Superintendent of the District and Principal of the School. In the event that the authorizer believes that the dispute relates to an issue that could lead to revocation of the charter, this shall be specifically noted in the written dispute statement. ii. The principal and superintendent shall informally meet and confer in a timely fashion to attempt to resolve the dispute. In the event that this informal meeting fails to resolve the dispute, both parties shall identify two governing board members from their respective boards who shall jointly meet with the Contract superintendent and principal and attempt to resolve the dispute. If this joint meeting fails to resolve the dispute, the superintendent and the principal shall meet to jointly identify a neutral, third party mediator. iii. The principal and superintendent are required to meet at least once, but may mutually agree to meet more than once if it appears that further meetings may successfully resolve the issue. If the Parties do not successfully resolve the dispute by this informal meeting, then the Party finding the informal meeting unsatisfactory shall provide written notice to the other Party, demanding mediation. The demand for mediation may not be given prior to the first informal meeting, and shall not be given any later than ninety (90) calendar days following the completion of the first informal meeting. The demand for mediation shall be sent certified mail-return receipt requested to the other Party, and shall set forth all of the issues that Party deems outstanding that must be submitted to mediation. iv. The Party in receipt of the demand for mediation shall respond within twenty (20) Working Days of either Party notifying business days listing any issues it deems appropriate for submission to the other mediator. v. Within twenty (20) calendar days or less of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent written Request for Mediation, the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 shall agree on one mediator. If the dispute Parties cannot agree on a mediator, they will request appointment of a mediator by Utah Dispute Resolution. The costs of mediation shall be resolved borne by the Parties pursuant to clause I 2.1 equally. Recommendations from the Parties mediator shall refer it to mediation pursuant to the procedure set out in clause I 2.4 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 the Contractor and its Staff shall comply fully with the requirements of the Contract at all timesnon-binding. I 2.5 The procedure vi. Any such controversies (except those for mediation and consequential provisions relating to mediation are as follows: a) a neutral adviser or mediator (which the “Mediator”appropriate remedy should be injunctive relief) 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 a mediation provider 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 to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider 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-binding but informative 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 mediated 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 I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) calendar days of the Arbitration Notice being issued by date on the Authority under clause I 2.7 (b) written demand for mediation, or if the person appointed soonest date thereafter that the mediator is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English lawavailable.

Dispute Resolution. I 2.1 The a. Step One – Negotiation. In the event of a dispute concerning any matter pertaining to this Agreement, the Parties involved shall attempt in good faith to negotiate adjust their differences by informal negotiation. The Party perceiving a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying disagreement persisting after informal attempts at resolution shall notify the other Parties in writing of the dispute and such efforts shall involve the escalation general nature of the dispute ultimately to the Commercial Director (or such other person issues. The letter shall be identified as he may direct) of each Party. I 2.2 Nothing in this dispute resolution procedure a formal request for negotiation and it shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 The obligations propose a date for representatives of the Parties under the Contract to meet. The other Parties shall not cease, or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 respond in writing within ten (10) Working Days after a request by one Party business days. The response shall succinctly and directly set out that Party’s view of the issues or state that there is no disagreement. The Parties shall accept the date to the other meet or if the Mediator agreed upon is unable or unwilling to act, either Party shall within propose an alternate meeting date not more than ten (10) Working Days from business days later than the date proposed by the Party initiating dispute resolution. The representatives of the proposal Parties shall meet in an effort to appoint resolve the dispute. If a Mediatorresolution is reached, or the resolution shall be memorialized in a memorandum signed by all Parties, which shall become an addendum to this Agreement. Each Party will bear the cost of its own attorneys, consultants, and other Step One expenses. Negotiation under this provision shall not exceed 90 days. If a resolution is not reached within ten (10) Working Days of notice 90 days, the Parties shall proceed to either Party that he is unable or unwilling to act, apply to a mediation provider to appoint a Mediatormediation. bb. Step Two – Mediation. If the dispute has not been resolved by negotiation within ninety (90) The Parties shall within ten (10) Working Days days of the appointment initial letter proposing negotiation, any Party may demand mediation. The mediator shall be chosen by agreement. Each Party will bear the cost of its own attorneys, consultants, and other Step Two expenses. The parties to the mediation will share the cost of the Mediator meet with him mediator. A successful mediation shall result in order a memorandum agreement, which shall become an addendum to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be heldthis Agreement. Mediation under this provision shall not exceed 90 days. If considered appropriatethe mediation is not successful within 90 days, the Parties may at any stage seek assistance from a mediation provider proceed to provide guidance on a suitable procedurelitigation. c) c. Step Three – Litigation. 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 agreed by the Parties in writing, Step One and Step Two must be exhausted as a condition precedent to filing of any future proceedings. d) If legal action. A Party may initiate an action without exhausting Steps One or Two if the statute of limitations is about to expire and the Parties cannot 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 a tolling agreement, or if either of Party determines the Parties may invite the Mediator to provide a non-binding but informative 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 appointedpublic health, safety, 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 welfare is referred to arbitration pursuant to the procedures set out in clause I 2.6threatened. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law.

Dispute Resolution. I 2.1 35.1. The Parties shall attempt in good faith to negotiate a settlement to of any dispute between them arising out of or in connection with the Contract this Framework Agreement within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each PartyAuthority Representative and the Supplier Representative. I 2.2 35.2. Nothing in this dispute resolution procedure Dispute Resolution Procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 35.3. The obligations of the Parties under this Framework Agreement shall not be suspended, cease or be delayed by the reference of a dispute to mediation or arbitration pursuant to this Clause 35 and the Supplier and Staff shall comply fully with the requirements of this Framework Agreement at all times. 35.4. If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 Clause 35.1, the Parties shall refer it to mediation pursuant to the procedure set out in clauseClause 35.5 unless the Authority considers that the dispute is not suitable for resolution by mediation. I 2.4 The obligations of 35.5. If a dispute is referred to mediation the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 The procedure for mediation and consequential provisions relating to mediation are as followsfollowing provisions: a) 35.5.1. a neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the PartiesParties or, or if they are unable to agree upon a Mediator mediator within ten (10) Working Days after a request by one Party to the other or if the Mediator 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, mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to a mediation provider the Centre of Effective Dispute resolution (“CEDR”) to appoint a Mediator.mediator; b) The 35.5.2. the Parties shall within ten (10) Working Days of the appointment of the Mediator 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. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider the CEDR to provide guidance on a suitable procedure.; c) Unless 35.5.3. 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 35.5.4. if the Parties reach agreement on the resolution of the dispute, the agreement shall be recorded in reduced to writing and shall be binding on the Parties once it is signed with effect from its signature by their duly authorised representatives.; e) Failing 35.5.5. failing agreement, either of the Parties may invite the Mediator mediator to provide a non-binding but informative written opinionopinion in writing. 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 this Framework Agreement without the prior written consent of both Parties.; and f) If 35.5.6. if the Parties fail to reach agreement in the structured negotiations within sixty (60) Working Days of the Mediator 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 arbitration pursuant to Clause 35.6. 35.6. If a dispute cannot be resolved by the Courts Parties pursuant to Clause 35.5 the Parties shall refer it to arbitration pursuant to the procedure set out in Clause 35.7 unless the Authority considers that it is not suitable for resolution by arbitration. 35.7. If a dispute is referred to arbitration pursuant to the procedures set out in clause I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until comply with the procedures set out in clauses I 2.1 and I 2.3 have been completed save thatfollowing provisions: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) 35.7.1. the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) Act 1996 and the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) LCIA procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to into this Framework Agreement (save that in the Contract event of any conflict between those rules and this Framework Agreement, this Framework Agreement shall prevail); 35.7.2. the decision of the arbitrator shall be binding on the Parties (in the absence of any material failure by the arbitrator to comply with such the LCIA procedural rules); d) 35.7.3. the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if Parties and in the event that the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or Working Days or, if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA;; and f) 35.7.4. the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English lawLondon.

Dispute Resolution. I 2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) 20 Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 I2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clauseclause I2.5 unless (a) the Authority considers that the dispute is not suitable for resolution by mediation; or (b) the Contractor does not agree to mediation. I 2.4 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 the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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) 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) 10 Working Days from the date of the proposal to appoint a Mediator, or within ten (10) 10 Working Days of notice to either Party that he is unable or unwilling to act, apply to a mediation provider to appoint a Mediator. b) The Parties shall within ten (10) 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. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider 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-binding but informative 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) 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 I 2.6. I 2.6 Subject to clause I 2.2I2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 I2.1 and I 2.3 I2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7I2.7. b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) 21 days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7I2.7. c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7I2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6I2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000Act 1996; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 I2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) 10 days of the Arbitration Notice being issued by the Authority under clause I 2.7 I2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law.. FORM OF AGREEMENT IN WITNESS of which this Contract has been duly executed by the Parties on the date and year written below. SIGNED for and on behalf of SIGNED for and on behalf of The Secretary of State for Work and Pensions Name Name Position Position Signature Signature Date Date SCHEDULE 1 – THE SERVICES

Dispute Resolution. I 2.1 The Parties shall attempt in good faith If the parties are unable to negotiate a settlement to resolve any dispute between them arising out of under or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 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 the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 The procedure for mediation and consequential provisions relating to mediation are this Agreement, the parties may resolve such disagreement or dispute as follows: (a) a neutral adviser or mediator Either party may, by written notice to the other party (the “Mediator”"DISPUTE NOTICE"), request that a designated representative from each of the parties attempt to resolve the matter. Within fifteen (15) shall be chosen by agreement between days after delivery of the PartiesDispute Notice such representatives of both parties will use good faith efforts to schedule a meeting at a mutually acceptable time and place to attempt to resolve the dispute. (b) If the matter has not been resolved within thirty (30) days after delivery of the Dispute Notice, or if they such representatives fail to meet within fifteen (15) days after delivery of such Dispute Notice, either party may initiate mediation in accordance with the procedures set forth in (C) below. All negotiations conducted by such representatives shall be confidential and shall be treated as compromise and settlement negotiations for purposes of federal and state rules of evidence. (c) If such representatives are unable to resolve the dispute or have failed to meet, the parties may elect to participate in a nonbinding mediation procedure as follows: (A) A mediator will be selected by having counsel for each party agree upon on a Mediator within ten single person to act as mediator. The parties' counsel as well as up to three (103) 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 representatives of each of the proposal to appoint parties will appear before the mediator at a Mediatortime and place determined by the mediator, or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to a mediation provider 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 to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider 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-binding but informative 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 more than sixty (60) Working Days days after delivery of the Mediator being appointed, or such longer period as may Dispute Notice. The fees of the mediator and other costs of the mediation will be agreed shared equally 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 I 2.6parties. I 2.6 Subject (B) Each party will present a review of the matter and its position with respect to clause I 2.2, such matter. At the Parties conclusion of both presentations the parties may ask questions of each other. Either party may abandon the mediation procedure at the end of the presentation and question periods and the mediation procedure shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on either party. (C) If the Parties matter is not resolved after applying the mediation procedure set forth above, or if either party refuses to take part in the absence mediation process, either party may initiate legal proceedings to resolve their dispute. (D) The provisions of any material failure to comply with such rules; d) the tribunal this Section 13 shall consist of not preclude a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten party form instituting legal proceedings seeking injunctive relief (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to actincluding, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed bywithout limitation, and interpreted in accordance with, English law.a temporary restraining

Dispute Resolution. I 2.1 48.2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director level of either Customer Representative or Supplier Representative (or such other person as he may direct) of each Partyappropriate). I 2.2 48.2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 48.2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 clause 48.2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clauseclause 48.2.5 unless: I 2.4 48.2.3.1 the Customer considers that the dispute is not suitable for resolution by mediation; or 48.2.3.2 the Supplier does not agree to mediation. 48.2.4 The obligations of the Parties under the Contract shall not ceasebe suspended, cease or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and the Contractor Supplier and its the Staff shall comply fully with the requirements of the Contract at all times. I 2.5 48.2.5 The procedure for mediation and consequential provisions relating to mediation are is as follows: a) 48.2.5.1 a neutral adviser or mediator ("the “Mediator”") shall be chosen by agreement between the PartiesParties or, 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, Mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, [apply to a the mediation provider specified in paragraph 11 of the Order Form to appoint a Mediator]/[apply to the Centre for Effective Dispute Resolution (“CEDR”) to appoint a Mediator.]; b) The 48.2.5.2 the Parties shall within ten (10) 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. If considered appropriate, the Parties may at any stage seek assistance from a the mediation provider specified in paragraph 11 of the Order Form to provide guidance on a suitable procedure.; c) Unless 48.2.5.3 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 48.2.5.4 if the Parties reach agreement on the resolution of the dispute, the agreement shall be recorded in reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives.; e) Failing 48.2.5.5 failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative written opinionopinion in writing. 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.; and f) If 48.2.5.6 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 courts. [□ ] ("the dispute Customer") and [□ ] ("the Supplier") 1. The Order is referred varied as follows and shall take effect on the date signed by both Parties: [Guidance: Insert details of the Variation] 2. Words and expressions in this Variation shall have the meanings given to arbitration pursuant to them in the procedures set out in clause I 2.6Contract. I 2.6 Subject 3. The Contract, including any previous Variations, shall remain effective and unaltered except as amended by this Variation. Signature Date Name in Capitals Address Signature Date Name in Capitals Address In this schedule the following provisions shall have the meanings given to clause I 2.2them below: 2.7 of the Order Form and the Security Policy, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save thatoccurrence of: (a) any unauthorised access to or use of the Authority may at Services, the Premises, the Sites, the Supplier System and/or any time before court proceedings are commencedICT, serve a notice on information or data (including the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions Confidential Information and the Authority shall have twenty one (21Customer Data) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed used by the provisions of Customer and/or the Arbitration Xxx 0000;Supplier in connection with this Contract; and/or (b) the Authority shall give a written notice loss and/or unauthorised disclosure of arbitration to any information or data (including the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract Confidential Information and the decision Customer Data), including any copies of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed information or data, used by the PartiesCustomer and/or the Supplier in connection with this Contract; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law.

Dispute Resolution. I 2.1 (a) The Parties shall parties will attempt to settle any claim or controversy arising out of this Agreement or the subject matter hereof through consultation and negotiation in good faith in a spirit of mutual cooperation. Such matters will be initially addressed by the Director of MRI Engineering of ViewRay and the Engineering Director of Tesla, who shall use reasonable efforts to negotiate a settlement attempt to resolve the dispute through good faith negotiations by telephone or in person as may be agreed. If they fail to resolve the dispute within thirty (30) days after either party notifies the other of the dispute, then the matter will be escalated to the Sr. VP of Engineering of ViewRay and the Operations Director of Tesla, or their designees for resolution. They will use reasonable efforts to attempt to resolve the dispute through good faith negotiations by telephone or in person as may be agreed. If they fail to resolve the dispute within thirty (30) days after it is referred to them and do not mutually agree to extend the time for negotiation, then the dispute will be submitted to arbitration in accordance with the procedure set forth in Section 10.2(b). (b) Except with respect to actions by either party seeking equitable or declaratory relief, any dispute between them claim or controversy arising out of in whole or in part under or in connection with this Agreement or the Contract within twenty (20subject matter hereof that is not resolved pursuant to Section 10.2(a) Working Days of either Party notifying the other of the dispute will be referred to and such efforts shall involve the escalation of the dispute ultimately to finally resolved by arbitration in accordance with the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 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 the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 The procedure for mediation and consequential provisions relating to mediation are as follows: a) a neutral adviser or mediator Arbitration Rules (the “MediatorRules”) shall of the American Arbitration Association as such Rules may be chosen modified by agreement between this Agreement, by one arbitrator, who will be agreed upon by the Parties, or if they parties. If the parties are unable to agree upon a Mediator single arbitrator within ten thirty (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 a mediation provider 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 to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider 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-binding but informative 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 I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (2130) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall is demanded, three arbitrators will be applied and are deemed to be incorporated used, one selected by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator each party within ten (10) days after the conclusion of the Arbitration Notice being issued 30-day period and a third selected by the Authority under clause I 2.7 first two within 10 days thereafter. Unless the parties agree otherwise, they will be limited in their discovery to directly relevant documents. Responses or objections to a document request will be served twenty (b20) or if days after receipt of the person appointed is unable or unwilling request. The arbitrator(s) will resolve any discovery disputes. The foregoing arbitration proceedings may be commenced by either party by notice to act, the arbitrator shall be appointed other party. Unless otherwise agreed by the LCIA; f) the parties, all such arbitration proceedings shall take place will be held in London New York, New York if initiated by Tesla and in London, England if initiated by ViewRay; provided that proceedings may be conducted by telephone conference call with the consent of the arbitrator. All arbitration proceedings will be conducted in the English language; language and the arbitrator(s) will apply the law of Delaware. The arbitrator(s) will only have the authority to award actual money damages (with interest on unpaid amounts from the date due) and g, except with respect to a breach or nonperformance of any provision of this Agreement relating to Confidential Information, the arbitrator(s) will not have the authority to award indirect, incidental, consequential, exemplary, special or punitive damages, and the parties expressly waive any claimed right to such damages. The arbitration will be of each party’s individual claims only, and no claim of any other party will be subject to arbitration in such proceeding. The costs and expenses of the arbitration, but not the costs and expenses of the parties, will be shared equally by the parties. If a party fails to [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. proceed with arbitration, unsuccessfully challenges the arbitration proceedings shall award, or fails to comply with the arbitration award, the other party is entitled to costs, including reasonable attorneys’ fees, for having to compel arbitration or defend or enforce the award. Except as otherwise required by law, the parties and the arbitrator(s) will maintain as confidential all information or documents obtained during the arbitration process, including the resolution of the dispute. Judgment on the award granted in any arbitration hereunder may be governed byentered in any court having jurisdiction over the award or any of the parties or any of their respective assets. The provisions of this Section 10.2(b) will not apply to any claim or controversy involving infringement or misappropriation of any Intellectual Property Right of either party, in which case the Claim or controversy may be brought in the state or federal court located in the Southern District of New York. The parties knowingly and interpreted in accordance with, English lawvoluntarily waive their rights to have their dispute tried and adjudicated by a judge and jury except as expressly provided herein.

Dispute Resolution. I 2.1 The Parties shall attempt in good faith recognize that a bona fide dispute as to negotiate a settlement certain matters may arise from time to any dispute between them arising out of or in connection with time during the Contract within twenty (20) Working Days of either Party notifying Term relating to the other conduct of the dispute and such efforts shall involve Research Program, Work Plan Activities, either Party’s rights or obligations hereunder or otherwise relating to the escalation validity, enforceability or performance of this Agreement, including disputes relating to alleged breach or termination of this Agreement but excluding any disputes relating to Article 6 hereof or disputes relating to the determination of the dispute ultimately to validity, scope, infringement, enforceability, inventorship or ownership of the Commercial Director Parties’ respective Patent Rights (or such other person as he may direct) hereinafter, a “Dispute”). In the event of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the occurrence of any Dispute, the Parties from seeking from any court shall follow the following procedures in an attempt to resolve the dispute or disagreement: 10.9.1. The Party claiming that such a Dispute exists shall give notice in writing (a “Notice of competent jurisdiction an interim order restraining Dispute”) to the other Party from doing any act or compelling of the other Party to do any actnature of the Dispute. I 2.3 10.9.2. Within [***] days of receipt of a Notice of Dispute, the ImmunoGen Alliance Manager and the CytomX Alliance Manager shall meet in person or by teleconference and exchange written summaries reflecting, in reasonable detail, the nature and extent of the Dispute, and at this meeting they shall use their reasonable endeavors to resolve the Dispute. 10.9.3. If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 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 the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 Alliance Managers are unable to agree upon a Mediator within ten (10) Working Days after a request by one Party to resolve the other Dispute during the meeting described in Section 10.9.2 hereof or if for any reason such meeting does not take place within 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 a mediation provider to appoint a Mediator. b) The Parties shall within ten (10) Working Days of the appointment of the Mediator meet with him period specified in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider 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-binding but informative 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 PartiesSection 10.9.2 hereof, then any dispute or difference between them may the Dispute will be referred to the Courts unless JRC which shall meet no later than [***] days following the dispute initial receipt of the Notice of Dispute and use reasonable endeavors to resolve the Dispute. 10.9.4. If the JRC is referred unable to resolve the Dispute during the meeting described in Section 10.9.3 hereof or if for any reason such meeting does not take place within the period specified in Section 10.9.3 hereof, then the Chief Executive Officer of ImmunoGen and the Chief Executive Officer of CytomX shall meet at a mutually agreed-upon time and location for the purpose of resolving such Dispute. 10.9.5. If, within [***] days of initial receipt of the Notice of Dispute, the Dispute has not been resolved, or if, for any reason, the meeting described in Section 10.9.4 hereof has not been held within [***] days of initial receipt of the Notice of Dispute, then the Parties agree that such Dispute shall be finally resolved through binding arbitration to be administered by JAMS pursuant to the procedures set out in clause I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 its Comprehensive Arbitration Rules and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to Procedures and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedingsExpedited Procedures in those Rules, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed specifically modified by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English lawthis Section 10.9.5.

Dispute Resolution. I 2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 I2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clauseclause I2.5 unless (a) the Authority considers that the dispute is not suitable for resolution by mediation; or (b) the Provider does not agree to mediation. I 2.4 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 the Contractor Provider and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 a mediation provider 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 to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider 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-binding but informative 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 I 2.6I2.6. I 2.6 Subject to clause I 2.2I2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 I2.1 and I 2.3 I2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor Provider requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7I2.7. b) if the Contractor Provider intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor Provider requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7I2.7. c) the Contractor Provider may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7I2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6I2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor Provider (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 I2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 I2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law. This agreement has been entered into on the date stated at the beginning of it.

Dispute Resolution. I 2.1 The Parties shall 15.1 If a dispute arises between the parties in connection with this Agreement, the parties agree to use the following procedure as a condition precedent to any party pursuing other available remedies: (a) either party may notify the other by written notice (“Notice of Dispute”) of the existence of a dispute and a desire to resolve the dispute by mediation; (b) a meeting will be held promptly between the parties, attended by individuals with decision-making authority regarding the dispute, to attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other resolution of the dispute and dispute; (c) if, within forty-eight (48) hours after such efforts shall involve the escalation of the dispute ultimately a meeting or such further period as is agreeable to the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 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 the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 The procedure for mediation and consequential provisions relating to mediation are as follows: a) a neutral adviser or mediator parties (the “MediatorNegotiation Period”) 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 a mediation provider 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 to be held. If considered appropriate), the Parties may at any stage seek assistance from parties have not succeeded in negotiating a mediation provider 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, they agree to submit the agreement shall dispute to mediation and to bear equally the costs of mediation; (d) the parties will jointly appoint a mutually acceptable mediator (who must be recorded an expert in writing and shall be binding on the Parties once it is signed by their duly authorised representatives.subject matter of the dispute), within forty- eight (48) hours of the conclusion of the Negotiation Period; (e) Failing agreement, either the parties agree to participate in good faith in the mediation and negotiations related thereto for a period of thirty (30) days following appointment of the Parties may invite the Mediator to provide a non-binding but informative 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, mediator or for such longer period as the parties may be agreed by agree. If the Partiesparties are not successful in resolving the dispute through mediation or if the mediation has not commenced within fourteen (14) days following the appointment of the mediator or if the parties cannot agree upon the mediator appointment, then any dispute or difference between them may be referred to the Courts unless parties agree that the dispute is referred to arbitration pursuant to the procedures set out in clause I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve will be settled by a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration single arbitrator in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedingsCommercial Arbitration Act, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7R.S.B.C. 1996, to which the Authority may consent Chapter 55, as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the amended. The decision of the arbitrator shall will be final and binding and will not be subject to appeal on the Parties in the absence a question of any material failure to comply with such rules;fact, law, or mixed fact and law; and d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the costs of mediation or arbitration proceedings will be awarded by the mediator or arbitrator in his or her absolute discretion. 15.2 In no event shall take place in London the foregoing be construed as impeding or affecting the District’s authority to enforce its zoning and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English lawother regulatory bylaws.

Dispute Resolution. I 2.1 The Parties shall attempt 23.1 Any doubts, differences, claims or disputes (the Dispute) which arise between the parties as regards any act, matter or thing in good faith respect of this Agreement will be dealt with in the following manner: 23.1.1 referral as to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other scope and nature of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Nothing Dispute will be made by a party in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 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 the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 written notice to the other or if party. The parties will seek a resolution by meeting as soon as reasonably practicable once the Mediator agreed upon is unable or unwilling to act, either Party shall dispute has arisen. This should be within ten 24 hours (10in the case a Dispute arises during principal photography) Working Days from the date of the proposal to appoint a Mediator, or within ten 3 working days (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to a mediation provider 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 to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider to provide guidance on a suitable procedure. cother time outside of principal photography) 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-binding but informative 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 they may agree in writing Either party may request an observer or representative to support and/or assist them at any stage. The “meeting” may be agreed held by phone or teleconference if required. 23.1.2 If such parties do not reach agreement within 24 hours (in the Parties, then case a Dispute arises during principal photography) or within 48 hours (at any dispute other time outside of principal photography) or difference between them such further period as they may be referred to agree in writing after the Courts unless the dispute is referred to arbitration pursuant to the procedures meeting set out in clause I 2.622.1.1, then the Dispute will be referred to a mutually agreed neutral and independent industry member as mediator, or alternatively the parties may appoint a mutually agreed independent professional mediation service who will endeavour to assist the parties to resolve the Dispute. The mediator will set the timetable (including the date by which the dispute resolution procedure will expire irrespective of whether or not the Dispute has been resolved). I 2.6 Subject to clause I 2.223.1.3 If the dispute has not been resolved within the specified timeframe, then unless the parties otherwise agree, the dispute resolution procedure will terminate and each of the parties will be entitled to pursue such legal remedies as it thinks fit. 23.1.4 Except for the costs of the mediator which shall be shared equally between the parties, each party will pay its own costs associated with this dispute resolution procedure unless the mediator determines otherwise. 23.1.5 During the dispute resolution process the Parties shall not institute court proceedings until the procedures will continue to perform all of their respective obligations under this Agreement. 23.2 Except as set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time clause 18.1 nothing in this clause will prevent either party from taking immediate steps to seek urgent interlocutory relief before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fitan appropriate court. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law.

Dispute Resolution. I 2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out 19.1 After receipt of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 The obligations of the Parties under the Contract shall not cease, or be suspended or delayed by the reference notice of a dispute to mediation (or arbitration) and the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 from one Party to the other or if Other Party, 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 a mediation provider to appoint a Mediator. b) The Parties shall actively and in good faith negotiate with a view to speedy resolution of any dispute or difference within ten (10) Working 10 Business Days of the appointment notice being received by the Other Party. The dispute may arise between the Parties concerning the interpretation of this Agreement or relating to any other matter arising under this Agreement. In the first instance good faith negotiations shall occur: (a) between two designated employees of the Mediator meet with him in order to agree a programme for Parties; and (b) failing resolution, by negotiation between the exchange Chief Executive Officers of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider to provide guidance on a suitable procedurerespective Parties. c) Unless otherwise agreed, all negotiations connected with the 19.2 Where any dispute and any settlement agreement relating is not resolved pursuant to it shall be conducted in confidence and without prejudice clause 19.1 within 10 Business Days of one Party giving notice to the rights other of the Parties in any future proceedings. d) If the Parties reach agreement on a proposal for 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, dispute either of the Parties Party may invite the Mediator to provide a non-binding but informative 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 I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring require the dispute to be referred to and resolved mediation by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such a notice to serve a reply on the Contractor requiring Other Party setting out the general nature of the dispute. 19.3 Within 10 Business Days of the notice referring the dispute to be referred mediation the Parties shall agree on the appointment of a mediator and in consultation with the mediator determine a location, timetable and procedure for the mediation. 19.4 Each of the Parties shall appoint a representative who shall have authority to reach an agreed solution and resolved by arbitration in accordance with clause I 2.7effect settlement. c) the Contractor may request by notice in writing 19.5 In all matters relating to the Authority that any dispute be referred mediation the Parties and resolved by arbitration their representatives shall act in accordance with clause I 2.7, good faith and use their best endeavours to which ensure the Authority may consent as it sees fitexpeditious completion of the mediation procedure. I 2.7 In 19.6 All proceedings and disclosures in the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) course of the arbitration mediation shall be governed by conducted and made without prejudice to the provisions rights and positions of the Arbitration Xxx 0000;Parties in any subsequent arbitration or other legal proceedings. b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details 19.7 Any decision or recommendation of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator mediator shall be binding on the Parties in the absence respect of any material failure to comply with such rules;matters unless within 10 Business Days either Party notifies the Other Party in writing that it rejects the mediator’s determination. d) 19.8 The costs of the tribunal mediation, other than the Parties' legal costs, shall consist of a sole arbitrator to be agreed borne equally by the Parties, who shall be jointly and severally liable to the mediator in respect of the mediator's fees. 19.9 Where at the conclusion of a mediation pursuant to clauses 19.3 to 19.8 any question or difference, the subject of a mediation notice, may be referred by either Party to arbitration under the Arbitration Xxx 0000 before a sole arbitrator. In relation to an arbitration conducted pursuant to this clause the Parties agree that: (a) in addition to the stated methods of giving notice, email shall also be permitted; e(b) if the Parties fail will endeavour to agree the appointment choice of the an arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, and failing agreement the arbitrator shall be appointed by the LCIAPresident of the Wellington District Law Society; f(c) the venue of the arbitration proceedings shall take place in London and in be determined by the English languagearbitrator; (d) the arbitrator shall not appoint any expert to advise except with the written consent of both Parties; and g(e) the arbitration proceedings Second Schedule to the Arbitration Xxx 0000 applies; and (f) No reference to mediation or the outcome of mediation (if any) shall be governed bymade. 19.10 The Distributor and the Network User shall continue to perform their respective obligations pursuant to the provisions of this Agreement pending the resolution of any question, and interpreted in accordance with, English lawdispute or difference. 19.11 This clause 19 does not apply to any variations to any of the Charges that the Distributor makes except as a result of a dispute pursuant to clause 27.4.

Dispute Resolution. I 2.1 The 14.01 If a dispute occurs between the Parties concerning any matter governed by this Agreement, the disputing Party shall attempt in good faith promptly advise the other Party and the Parties together shall use all reasonable efforts to negotiate resolve the dispute informally. 14.02 If the Parties are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Chinook Representative, which particulars shall include the following: (a) a settlement to any dispute between them arising out detailed description of or in connection with the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 Chinook shall, within twenty (20) Working Work Days of either Party notifying receipt by the other Chinook Representative of the dispute and such efforts shall involve written particulars, give the escalation Contractor a decision, in writing, of one of the dispute ultimately to following: (a) that Chinook accepts the Commercial Director position of the Contractor; or (or such other person as he may directb) that Chinook rejects the position of each Partythe Contractor. I 2.2 Nothing in this dispute resolution procedure shall prevent 14.04 If Chinook accepts the position of the Contractor, the Parties from seeking from any court of competent jurisdiction shall enter into an interim order restraining Amending Document to reflect the other Party from doing any act or compelling the other Party to do any actAgreement. I 2.3 14.05 If Chinook rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute canis not be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 The obligations of the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute to mediation within fifteen (or arbitration15) and the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 Work Days of notice to either Party that he is unable or unwilling to act, apply to a mediation provider 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 to be held. If considered appropriatemediator, then the Parties may at any stage seek assistance from a mediation provider to provide guidance on a suitable procedure. c) Unless otherwise agreedmay, 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 disputeif they both agree, 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-binding but informative 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 proceed to arbitration pursuant to the procedures set out in clause I 2.6Commercial Arbitration Act. I 2.6 Subject 14.06 If the matter in dispute is not resolved promptly pursuant to clause I 2.2Section 14.01, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority Chinook Representative may at any time before court proceedings are commenced, serve a notice on give to the Contractor requiring instructions that in his or her opinion are necessary to provide for the dispute proper performance of the Work and to be referred to and resolved by arbitration in accordance with clause I 2.7prevent delays. b) if 14.07 If the Contractor intends receives instructions pursuant to commence court proceedingsSection 14.06, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring shall act immediately to carry out the dispute Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be referred without prejudice to and resolved by arbitration in accordance with clause I 2.7 c) any claim the Contractor may request by notice have concerning the dispute. 14.08 Nothing in writing to the Authority that any this Article precludes either Party from having a dispute be referred and resolved by arbitration in accordance with clause I 2.7a court of competent jurisdiction, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration although no steps shall be governed taken by either Party to initiate legal proceedings until after the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules process described in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English lawSections 14.01 through 14.03 has been completed.

Dispute Resolution. I 2.1 11.1 If a dispute arises out of or relates to this Agreement (including any dispute as to the meaning, performance, validity, subject matter, breach or termination of this Agreement or as to any claim in tort, in equity or pursuant to any statute) (Dispute), any court or arbitration proceedings shall not be commenced by or against a Party relating to the Dispute unless the Parties have complied with this clause, except where a Party seeks urgent interlocutory relief. 11.2 The Party claiming that a Dispute has arisen under or in relation to this Agreement is to give written notice to the other Parties to the Dispute, specifying the nature of the Dispute (Dispute Notice). 11.3 The Parties agree to mediate the Dispute in accordance with the Mediation Rules of the Law Society of New South Wales and to take action to have the Dispute mediated within 7 working days of the receipt of the Dispute Notice. 11.4 The Parties agree that the President of the Law Society of New South Wales or the President’s nominee will select the mediator and determine the mediator’s remuneration. 11.5 The Parties to the mediation will be jointly responsible for the fees of the mediation and each party shall attempt bear its own costs. 11.6 The Parties may, but are not required, to enter into a written agreement before mediating a Dispute. 11.7 If any procedural aspects are not specified sufficiently in good faith the rules under Clause 11.2, the Parties agree to negotiate conduct the mediation regarding those aspects in accordance with the determination of the mediator whose decision regarding those aspects is final and binding on the Parties. 11.8 A legal representative acting for either of the Parties may participate in the mediation. 11.9 From the time when a settlement Dispute Notice is served, neither Party shall take action to terminate this Agreement, until after the conclusion of the mediation. 11.10 Should mediation fail to resolve any dispute between them then the dispute shall be determined by arbitration pursuant to the Commercial Arbitration Act 1984 (CA Act) and the Chief Executive Officer of the Council shall request the President for the time being of the Law Society of New South Wales to appoint an arbitrator to carry out such arbitration in accordance with the provisions of the CA Act. 11.11 Despite clauses 11.1, 11.2, 11.3 and 11.4, either Party may institute court proceedings to seek urgent equitable relief in relation to a dispute or difference arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each Partythis Agreement. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 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 the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 a mediation provider 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 to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider 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-binding but informative 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 I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law.

Dispute Resolution. I 2.1 The Parties shall attempt in good faith to negotiate a settlement to agree that if any dispute or disagreement arises between them arising out FRESENIUS on the one hand and XCYTE on the other in respect of this Agreement, they shall follow the following procedure in an attempt to resolve the dispute or disagreement. (a) The Party claiming that such a dispute exists shall give notice in connection writing (“Notice of Dispute”) to the other Party of the nature of the dispute; (b) Within fourteen (14) business days of receipt of a Notice of Dispute, a nominee or nominees of FRESENIUS and a nominee or nominees of XCYTE shall meet in person and exchange written summaries reflecting, in reasonable detail, the nature and extent of the dispute, and at this meeting they shall use their reasonable endeavors to resolve the dispute; (c) If, within a further period of fourteen (14) business days, the dispute has not been resolved, the President of XCYTE and the President of FRESENIUS or their respective designees shall meet at a mutually agreed upon time and location for the purpose of resolving such dispute; (d) If, within a further period of thirty (30) business days, the dispute has not been resolved or if, for any reason, the required meeting has not been held, then the same shall be submitted by the Parties to expedited arbitration with the Contract International Chamber of Commerce (“ICC”) in Paris, France, such arbitration to be conducted in the English language in accordance with the then-current commercial arbitration rules of the ICC except as otherwise provided herein. Each Party shall choose one (1) arbitrator within twenty (20) Working Days days of either Party notifying the other receipt of notice of the dispute intent to arbitrate and such efforts the two (2) arbitrators so selected shall involve the escalation choose a third arbitrator by mutual agreement within twenty (20) days of the dispute ultimately to selection of the Commercial Director initial two (2) arbitrators; provided that if any of the arbitrators are not selected within period of time stated herein or any extension of time that is mutually agreed upon, the ITI shall make such appointment within twenty (20) days of such failure. The costs of the arbitration shall be shared equally by the Parties; provided that the judgment rendered by the arbitrator shall include reimbursement of the prevailing parties’ costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other person as he may direct) of each Party. I 2.2 witnesses. Nothing in this dispute resolution procedure Agreement shall prevent the Parties be deemed as preventing either Party from seeking from injunctive relief (or any court other provisional remedy). If the issues in dispute involve scientific, technical or commercial matters, any arbitrator chosen hereunder shall have educational training and/or industry experience sufficient to demonstrate a reasonable level of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any actrelevant scientific, medical and industry knowledge. I 2.3 If (e) In the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 The obligations of the Parties under the Contract shall not cease, or be suspended or delayed by the reference event of a dispute to mediation (or arbitration) regarding any payments owing under this Agreement, all undisputed amounts shall be paid promptly when due and the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 Partiesbalance, or if they are unable to agree upon a Mediator within ten (10) Working Days any, promptly 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 a mediation provider 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 to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider 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-binding but informative 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 I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law.

Dispute Resolution. I 2.1 The If a dispute occurs between the Parties concerning any matter governed by this Agreement, the disputing Party shall attempt in good faith promptly advise the other Party and the Parties together shall use all reasonable efforts to negotiate resolve the dispute informally. If the Parties are unable to resolve the dispute informally within five (5) Work Days, the Contractor shall then give Notice within ten (10) Work Days of the complaint to the WLCF Representative, which particulars shall include the following: a settlement to any dispute between them arising out detailed description of or in connection with the nature of the complaint; a list of the relevant provisions of the Contract Documents; and an evaluation by the Contractor of the matters in dispute. The WLCF shall, within twenty (20) Working Work Days of either Party notifying receipt by the other WLCF Representative of the dispute and such efforts shall involve written particulars, give the escalation Contractor a decision, in writing, of one of the dispute ultimately to following: that the Commercial Director (WLCF accepts the position of the Contractor; or such other person as he may direct) that the WLCF rejects the position of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the Contractor. If the WLCF accepts the position of the Contractor, the Parties from seeking from any court shall enter into an Amending Document to reflect the Agreement. If the WLCF rejects the position of competent jurisdiction an interim order restraining the other Party from doing any act or compelling Contractor, the other Party Parties shall proceed to do any act. I 2.3 mediation with a mutually agreed upon third party. If the dispute canis not be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 The obligations of the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute to mediation within fifteen (or arbitration15) and the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 Work Days of notice to either Party that he is unable or unwilling to act, apply to a mediation provider 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 to be held. If considered appropriatemediator, then the Parties may at any stage seek assistance from a mediation provider to provide guidance on a suitable procedure. c) Unless otherwise agreedmay, 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 disputeif they both agree, 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-binding but informative 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 proceed to arbitration pursuant to the procedures set out Commercial Arbitration Act. If the matter in clause I 2.6. I 2.6 Subject dispute is not resolved promptly pursuant to clause I 2.2Section 14.01, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority WLCF Representative may at any time before court proceedings are commenced, serve a notice on give to the Contractor requiring instructions that in his or her opinion are necessary to provide for the dispute proper performance of the Work and to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if prevent delays. If the Contractor intends receives instructions pursuant to commence court proceedingsSection 14.06, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring shall act immediately to carry out the dispute Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be referred without prejudice to and resolved by arbitration in accordance with clause I 2.7 c) any claim the Contractor may request by notice have concerning the dispute. Nothing in writing to the Authority that any this Article precludes either Party from having a dispute be referred and resolved by arbitration in accordance with clause I 2.7a court of competent jurisdiction, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration although no steps shall be governed taken by either Party to initiate legal proceedings until after the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules process described in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English lawSections 14.01 through 14.03 has been completed.

Dispute Resolution. I 2.1 The Parties Any dispute or controversy arising under or in connection with this Agreement, Employee’s employment or termination of employment by Company or Employee’s rights, compensation or benefits under this Agreement or any benefit plan (a “Dispute”) shall be settled in accordance with the procedures described in this Section 19. 19.1 First, the parties shall attempt in good faith to negotiate a settlement resolve any Dispute promptly by negotiations between Employee and executives or directors of Company or Holdings, as the case may be, who have authority to any dispute between them arising out of or in connection with settle the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 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 the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 The procedure for mediation and consequential provisions relating to mediation are as follows: a) a neutral adviser or mediator Dispute (the “MediatorCompany Representatives”). Either party may give the other disputing party written notice of any Dispute not resolved in the normal course of business. Within five (5) days after the effective date of that notice, Employee and Company Representative shall be chosen by agreement between the Parties, or if they are unable to agree upon a Mediator mutually acceptable time and place to meet and shall meet at that time and place, and thereafter as often as they reasonably deem necessary, to exchange relevant information and to attempt to resolve the Dispute. The first of those meetings shall take place within ten thirty (1030) Working Days after a request by one Party to days of the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) Working Days from the effective 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 a mediation provider 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 to be helddisputing party’s notice. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider 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-binding but informative written opinion. Such an opinion shall be provided on a without prejudice basis and shall Dispute has 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 been resolved within sixty (60) Working Days days of the Mediator being appointeddisputing party’s notice, 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 I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties parties fail to agree the appointment on a time and place for an initial meeting within five (5) days of that notice, either party may initiate mediation and arbitration of the arbitrator Dispute as provided hereinafter. If a negotiator intends to be accompanied at a meeting by an attorney, the other negotiators shall be given at least three (3) business days’ notice of that intention and may also be accompanied by an attorney. All negotiations pursuant to this Section 19 shall be treated as compromise and settlement negotiations for the purposes of applicable rules of evidence and procedure. 19.2 Second, if the Dispute is not resolved through negotiation as provided in Section 19.1, either disputing party may require the other to submit to non-binding mediation with the assistance of a neutral, unaffiliated mediator. If the parties encounter difficulty in agreeing upon a neutral, they shall seek the assistance of JAMS in the selection process. 19.3 Any Dispute that has not been resolved by the non-binding procedures provided in Sections 19.1 and 19.2 within ten ninety (1090) days of the Arbitration Notice being issued initiation of the first of the procedures shall be finally settled by arbitration conducted expeditiously in accordance with the Authority under clause I 2.7 commercial arbitration rules of JAMS or of such similar organization as the parties may mutually agree; provided, that if one party has requested the other to participate in a non-binding procedure and the other has failed to participate within thirty (b30) or if days of the person appointed is unable or unwilling to actwritten request, the arbitrator requesting party may initiate arbitration before the expiration of the period. The arbitration shall be appointed conducted by three independent and impartial arbitrators. Employee shall appoint one arbitrator, Company shall appoint a second arbitrator, and the LCIA; f) first two arbitrators selected shall appoint a third arbitrator. The arbitration shall be held in Overland Park, Kansas. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The arbitrators shall award the prevailing party in the arbitration proceedings shall take place its costs and expenses, including reasonable attorney’s fees, incurred in London and connection with the Dispute. 19.4 Notwithstanding the dispute resolution provisions of this Section 19, either party may bring an action in a court of competent jurisdiction in an effort to enforce the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English lawprovisions of this Section 19.

Dispute Resolution. I 2.1 ‌ 27.1 The Parties Authority and the Service Provider shall attempt use all reasonable endeavours to negotiate in good faith to negotiate a settlement to and settle any dispute between them arising or difference that may arise out of or in connection with relate to this Agreement or any relevant Call-Off Contract (“Dispute”) before resorting to litigation. 27.2 If the Dispute is not settled through discussion between the Contract Manager and a representative of the Service Provider within twenty (20) Working a period of seven Business Days of either Party notifying the other of date on which the dispute and such efforts shall involve Dispute arose, the escalation of Parties may refer the dispute ultimately Dispute in writing to the Commercial Director a director or chief executive (or such other person as he may directequivalent) (“Senior Personnel”) of each Partyof the Parties for resolution. I 2.2 Nothing in this dispute resolution procedure shall prevent 27.3 If the Parties from seeking from any court Dispute is not resolved within 14 Business Days of competent jurisdiction an interim order restraining referral to the Senior Personnel, either Party may propose by notice to the other Party from doing any act (“Notice”) that a structured mediation or compelling negotiation be entered into with the other Party to do any actassistance of a mediator. I 2.3 27.4 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 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 the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 on a Mediator within ten (10) Working Days after a request by one Party to the other mediator, or if the Mediator agreed upon mediator is unable or unwilling to actact within 28 Business Days of the service of the Notice, either Party shall within ten may apply to the Centre for Effective Dispute Resolution (10“CEDR”) Working Days from the date of the proposal in London to appoint a Mediator, mediator. The costs of that mediator shall be divided equally between the Parties or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to a mediation provider to appoint a Mediatoras the Parties may otherwise agree in writing. b) The Parties shall within ten (10) Working Days of the appointment of the Mediator meet with him in order 27.5 Where a dispute is referred to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriatemediation under Clause 27.3, the Parties will attempt to settle such Dispute by mediation in accordance with the model mediation procedures published by CEDR or such other procedures as the mediator may at any stage seek assistance from a mediation provider to provide guidance on a suitable procedurerecommend. 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) 27.6 If the Parties reach agreement on the resolution of the disputeDispute, the such agreement shall be recorded in writing and once signed by the Parties’ authorised representatives, shall be final and 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-binding but informative 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) 27.7 If either Party refuses at any time to participate in the mediation procedure and in any event if the Parties fail to reach agreement in on the structured negotiations Dispute within sixty (60) Working 40 Business Days of the Mediator being appointed, or such longer period as service of the Notice either Party 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 I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court commence proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7Clause 40. b) if 27.8 For the Contractor intends avoidance of doubt, the Service Provider shall continue to commence court proceedings, it shall serve written notice on provide the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration Services in accordance with clause I 2.7 c) the Contractor may request by notice in writing Call-Off Contract and without delay or disruption while the Dispute is being resolved pursuant to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fitthis Clause 27. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration 27.9 Neither Party shall be governed by prevented from, or delayed in, seeking any order for specific performance or for interim or final injunctive relief as a result of the provisions of the Arbitration Xxx 0000; b) the Authority this Clause 27 and Clause 27 shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules not apply in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence respect of any material failure to comply with circumstances where such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English lawremedies are sought.

Dispute Resolution. I 2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such dispute. Such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clauseclause I 2.5 unless (a) the Authority considers that the dispute is not suitable for resolution by mediation; or (b) the Contractor does not agree to mediation. I 2.4 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 the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 a mediation provider 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 to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider 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-binding but informative 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 [Optional from here - unless the dispute is referred to arbitration pursuant to the procedures set out in clause I 2.6]. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law.

Dispute Resolution. I 2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 I2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clauseclause I2.5 unless (a) the Authority considers that the dispute is not suitable for resolution by mediation; or (b) the Contractor does not agree to mediation. I 2.4 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 the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 a mediation provider 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 to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider 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-binding but informative 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 I 2.6. I 2.6 Subject to clause I 2.2I2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 I2.1 and I 2.3 I2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7I2.7. b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7I2.7. c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7I2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6I2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 I2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 I2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law.

Dispute Resolution. I 2.1 The Parties shall attempt in good faith recognize that a bona fide dispute as to negotiate a settlement certain matters may arise from time to time during the Term relating to either Party’s rights or obligations hereunder or otherwise relating to the validity, enforceability or performance of this Agreement, including disputes relating to alleged breach or termination of this Agreement but excluding any dispute between them arising out of disputes relating to Article 6 hereof or in connection with disputes relating to the Contract within twenty (20) Working Days of either Party notifying the other determination of the dispute and such efforts shall involve the escalation validity, scope, infringement, enforceability, inventorship or ownership of the dispute ultimately to Parties’ respective Patent Rights (hereinafter, a “Dispute”). In the Commercial Director (or such other person as he may direct) event of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the occurrence of any Dispute, the Parties from seeking from any court shall follow the following procedures in an attempt to resolve the dispute or disagreement: 10.9.1. The Party claiming that such a Dispute exists shall give notice in writing (a “Notice of competent jurisdiction an interim order restraining Dispute”) to the other Party from doing any act or compelling of the other Party to do any actnature of the Dispute. I 2.3 10.9.2. Within [***] days of receipt of a Notice of Dispute, the ImmunoGen Alliance Manager and the CytomX Alliance Manager shall meet in person or by teleconference and exchange written summaries reflecting, in reasonable detail, the nature and extent of the Dispute, and at this meeting they shall use their reasonable endeavors to resolve the Dispute. 10.9.3. If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 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 the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 Alliance Managers are unable to agree upon a Mediator within ten (10) Working Days after a request by one Party to resolve the other Dispute during the meeting described in Section 10.9.2 hereof or if for any reason such meeting does not take place within 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 a mediation provider to appoint a Mediator. b) The Parties shall within ten (10) Working Days of the appointment of the Mediator meet with him period specified in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider 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-binding but informative 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 PartiesSection 10.9.2 hereof, then any dispute or difference between them may the Dispute will be referred to the Courts unless JDC which shall meet no later than [***] days following the dispute initial receipt of the Notice of Dispute and use reasonable endeavors to resolve the Dispute. 10.9.4. If the JDC is referred unable to resolve the Dispute during the meeting described in Section 10.9.3 hereof or if for any reason such meeting does not take place within the period specified in Section 10.9.3 hereof, then the Chief Executive Officer of ImmunoGen and the Chief Executive Officer of CytomX shall meet at a mutually agreed-upon time and location for the purpose of resolving such Dispute. 10.9.5. If, within [***] days of initial receipt of the Notice of Dispute, the Dispute has not been resolved, or if, for any reason, the meeting described in Section 10.9.4 hereof has not been held within [***] days of initial receipt of the Notice of Dispute, then the Parties agree that such Dispute shall be finally resolved through binding arbitration to be administered by JAMS pursuant to the procedures set out in clause I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 its Comprehensive Arbitration Rules and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to Procedures and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedingsExpedited Procedures in those Rules, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed specifically modified by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English lawthis Section 10.9.5.

Dispute Resolution. I 2.1 The 39.1 If a dispute arises out of or in connection with this Services Agreement or the performance, validity or enforceability of it (“Dispute”) then [except as expressly provided in this Services Agreement,] the Parties shall follow the procedure set out in this clause: (a) either Party shall give to 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 [employee title] of the Lead Organisation and [employee title] of the Delivery Partner shall attempt in good faith to negotiate a settlement resolve the Dispute; (b) if the [employee title] of the Lead Organisation and [employee title] of the Delivery Partner are for any reason unable to resolve the Dispute within [30] days of service of the Dispute Notice, the Dispute shall be referred to the [senior officer title] of the Lead Organisation and [senior officer title] of the Delivery Partner who shall attempt in good faith to resolve it; and (c) if the [senior officer title] of the Lead Organisation and [senior officer title] of the Delivery Partner are for any dispute between them arising out reason unable to resolve the Dispute within [30] days of or it being referred to them, the parties will attempt to settle it by mediation in connection accordance with the Contract within twenty (20) Working Days of either Party notifying CEDR Model Mediation Procedure. Unless otherwise agreed between the other of parties, the dispute and such efforts mediator shall involve be nominated by CEDR Solve. To initiate the escalation of the dispute ultimately to the Commercial Director (or such other person as he may direct) of each Party. I 2.2 Nothing mediation, a party must serve notice in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 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 the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 The procedure for mediation and consequential provisions relating to mediation are as follows: a) a neutral adviser or mediator writing (the “MediatorADR notice”) 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 party to the Mediator agreed upon is unable or unwilling Dispute, requesting a mediation. A copy of the ADR notice should be sent to act, either Party shall within ten (10) Working Days from CEDR. The mediation will start not later than [NUMBER] days after 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 a mediation provider to appoint a MediatorADR notice. b) The Parties shall within ten (10) Working Days 39.2 No Party may commence any court proceedings under clause 43 in relation to the whole or part of the appointment Dispute until sixty (60) days after service of the Mediator meet with him in order ADR notice, provided that the right to agree issue proceedings is not prejudiced by a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider to provide guidance on a suitable proceduredelay. 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) 39.3 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 Dispute is signed by their duly authorised representatives. e) Failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative 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 resolved within sixty (60) Working Days days after service of the Mediator being appointedADR notice, or such longer either party fails to participate or to continue to participate in the mediation before the expiration of the said period as may of sixty (60) days, or the mediation terminates before the expiration of the said period of sixty (60) days, the Dispute shall be agreed finally resolved 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 I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 courts of England and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration Wales in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority 43 of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fitthis Services Agreement. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied 39.4 Any and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist all costs of a sole arbitrator to dispute will be agreed born equally by the Parties; e) if the Parties fail to agree the appointment of the arbitrator both parties, unless otherwise stated within ten (10) days of the Arbitration Notice being issued by the Authority under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law.a court judgement

Dispute Resolution. I 2.1 The Parties 10.1 No claims, under this Agreement or its Appendices, shall attempt in good faith to negotiate a settlement to any dispute between them arising out be brought for disputed amounts more than twenty-four (24) months from the date of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately occurrence which gives rise to the Commercial Director (or such other person as he may direct) dispute. Under this Section 10.1, if any portion of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other amount due to a Party from doing any act or compelling the other Party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 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 the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 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 "Billing Party" under this Agreement is subject to a bona fide dispute between the Parties, or if they the Party billed (the "Non- Paying Party") shall within forty five (45) days of its receipt of the invoice containing such disputed amount give notice to the Billing Party of the amounts it disputes ("Disputed Amounts") and include in such notice the specific details and reasons for disputing each item. The Non-Paying Party shall pay when due (i) all undisputed amounts to the Billing Party and (ii) all Disputed Amounts into an interest bearing escrow account with a third party escrow agent mutually agreed upon by the Parties. 10.2 If the Parties are unable to agree upon a Mediator within ten (10) Working Days after a request by one Party resolve the issues related to the other or if Disputed Amounts in the Mediator agreed upon normal course of business within forty five (45) days after delivery to the Billing Party of notice of the Disputed Amounts, each of the Parties shall appoint a designated representative who has authority to settle the dispute and who is at a higher level of management than the persons with direct responsibility for administration of this Agreement. The designated representatives shall meet as often as they reasonably deem necessary in order to discuss the dispute and negotiate in good faith in an effort to resolve such dispute. 10.3 If the Parties are unable or unwilling to actresolve issues related to the Disputed Amounts within forty five (45) days after the Parties' appointment of designated representatives pursuant to Section 10.2, then either Party may file a complaint with the Commission to resolve such issues or proceed with any other remedy pursuant to law or equity. The Commission may direct release of any or all funds (including any accrued interest) in the escrow account, plus applicable late fees, to be paid to either Party. 10.4 The Parties agree that all negotiations and documents exchanged during negotiations pursuant to this Section 10, if marked “Confidential” or “Proprietary”, shall within ten (10) Working Days be treated as Confidential or Proprietary Information in accordance with Section 20.1. 10.5 Any undisputed amounts not paid when due shall accrue interest from the date such amounts were due at the lesser of (i) one and one-half percent (1-1/2%) per month or (ii) the proposal to appoint a Mediator, or within ten (10) Working Days highest rate of notice to either Party interest that he is unable or unwilling to act, apply to a mediation provider 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 to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider 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-binding but informative 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 I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority charged under clause I 2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; f) the arbitration proceedings shall take place in London and in the English language; and g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English applicable law.

Dispute Resolution. I 2.1 12.1 The Parties PARTIES shall attempt in good faith use their best efforts to negotiate a settlement to any dispute between them settle amicably all disputes, differences or claims arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other any of the dispute terms and such efforts shall involve conditions of this agreement or concerning the escalation interpretation of the dispute ultimately provisions of this agreement or performance thereof (hereinafter in this Article referred to the Commercial Director (or such other person as he may direct) of each Partya “dispute”). I 2.2 Nothing in this dispute resolution procedure shall prevent the 12.2 Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party may agree to do any act. I 2.3 If refer the dispute cannot be resolved by the Parties pursuant to clause I 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I 2.4 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 the Contractor and its Staff shall comply fully with the requirements of the Contract at all times. I 2.5 The procedure for mediation and consequential provisions relating to mediation are as follows: a) a neutral adviser or mediator (the “Mediator”) sole expert who shall be chosen an independent and impartial person of international standing with relevant qualifications and experience appointed by a written agreement between the PartiesParties and who shall not by virtue of nationality, personal connection or if they commercial interest, have a conflict between his/her own interest and his/her duty as a sole expert. In the event the Parties fail or 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 a mediation provider 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 to be held. If considered appropriate, the Parties may at any stage seek assistance from a mediation provider to provide guidance on a suitable procedure. csole expert within thirty (30) 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-binding but informative 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, days or such longer period as may be mutually agreed by the Parties, then any dispute or difference between them may the matter shall be referred to the Courts unless the dispute is referred to arbitration pursuant to the procedures set out in clause I 2.6. I 2.6 Subject to clause I 2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I 2.1 and I 2.3 have been completed save that: a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I 2.7 c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I 2.7, to which the Authority may consent as it sees fit. I 2.7 In the event that any arbitration proceedings are commenced pursuant to clause I 2.6: a) the arbitration arbitration. Any sole expert appointed shall be governed by the provisions of the Arbitration Xxx 0000; b) the Authority shall give a written notice of arbitration to the Contractor (the “Arbitration Notice“) stating: i) that the dispute is referred to arbitration; and ii) providing details of the issues to be resolved; c) the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I 2.7 (b) shall be applied acting as an expert and are deemed to be incorporated by reference to the Contract not as an arbitrator and the decision of the arbitrator sole expert on matters referred to him/her shall be final and binding on the Parties in and shall not be subject to arbitration. 12.3 Subject to the absence provisions of this agreement, the Parties hereby agree that any material failure dispute arising between the parties which cannot be amicabaly settled within sixty (60) days after the dispute arises, may (except those referred to comply with such rules;a sole expert as per clause 12.2) be submitted to conciliation or an arbitral tribunal for final decision as hereinafter provided. d) the 12.4 The arbitral tribunal shall consist of a sole three arbitratots. Each Party to the dispute shall appoint one arbitrator to be agreed and the Party shall so advise the other Parties. The two aritrators appointed by the Parties;Parties shall appoint the third arbitrator. e12.5 Any Party may, after appointing the arbitrator, request the other Party in writing to appoint the second arbitrator. If such other Party fails to appoint an arbitrator within thirty (30) if days of receipt of the written request to do so, such arbitrator may, at the request of the first Party, be appointed in accordance with Arbitration and Conciliation Act, 1996. 12.6 If the two arbitrators appointed by or on behalf of the Parties fail to agree on the appointment of the third arbitrator within ten thirty (1030) days of the Arbitration Notice being issued by appointment of the Authority under clause I 2.7 (b) or second arbitrator and if the person Parties do not agree otherwise, at the request of either Party, the third arbitrator shall be appointed in accordance with Arbitration and Conciliation Act, 1996. 12.7 If any of the arbitrators fails or is unable or unwilling to act, the arbitrator his successor shall be appointed by the LCIA;Party who originally appointed such in the manner set out in this Article as if he was the first appointment. f12.8 The decision of the arbitral tribunal shall be pronounced within four (4) Months unless otherwise extended by the Parties, and, in case of difference among the arbitrators the decision of the majority shall be final and binding on the Parties. 12.9 The arbitration agreement agreement contained in this Article shall be governed by Arbitration and Conciliation Act, 1996. Arbitration proceedings shall take place be conducted in London accordance with the rules for arbitration provided therein. 12.10 The right to arbitrate disputes under this Agreement shall survive the expiry or termination of this Agreement. 12.11 Prior to submitting a dispute to arbitration, the Parties may by mutual agreement subject the matter for conciliation in accordance with Part III of the Arbitration and in the English language; and g) the Conciliation Act, 1996. No arbitration proceedings shall be governed byinstituted while conciliation proceedings are pending provided that a Party may initiate arbitration proceedings in the event that dispute has not been resolved by conciliation within sixty (60) days of the date of agreement by the Parties to submit such dispute to conciliation. 12.12 The venue of the sole expert, conciliation or arbitral proceedings pursuant to this Article, unless the Parties agree otherwise, shall be Chennai, India and interpreted shall be conducted in accordance with, the English lawLanguage. 12.13 The fees and expenses of a sole expert or conciliator appointed by the Parties shall be borne equally by the Parties. The cost and expenses of the arbitrator appointed by a Party shall be borne by the respective Party and the cost and expenses of the thirs arbitrator and other incidental expenditure in relation to arbitration and liability thereof shall be at the discretion of the arbitrators.