Common use of Disputes and Arbitration Clause in Contracts

Disputes and Arbitration. 13.1 If you fail to make any Payments under this Agreement, we may at our election instigate and commence proceedings against you without first complying with this Clause 13. 13.2 Either party may seek urgent interlocutory relief in relation to the actions of the offending party under this Agreement without first complying with Clause 13. 13.3 This Clause 13 shall not apply to any breaches by you of Clause 11.3. 13.4 Unless sub-Clauses 13.1 to 13.3 apply, if a dispute arises out of, or in relation to, this Agreement (including any dispute as to breach or termination of this Agreement) a party may not commence court proceedings relating to such dispute unless: 13.4.1 the party claiming the dispute has arisen has given written notice to the other party specifying the nature of the dispute (a “Dispute Notice”); and 13.4.2 the Parties first endeavour in good faith to resolve the matters stated in the Dispute Notice expeditiously using the mediation process, applying the procedures, and within the timeframes, which have been stipulated in sub-Clauses 13.5 to 13.7. 13.5 Upon service of a Dispute Notice the Parties shall jointly agree upon a mediator and the mediator’s remuneration within the jurisdiction under Clause 13.6. If the Parties fail to agree and appoint a mediator within 14 days of the service of a Dispute Notice (or such other further extension agreed by the Parties in writing) either party may ask the President of the Law Society of England and Wales to appoint an independent mediator on behalf of the Parties. 13.6 Mediation shall be conducted in accordance with, and under, this Clause 13 by reference to the provisions of this Agreement. 13.7 The Parties shall observe the instructions of the appointed mediator regarding the agreed terms of, and conduct of the mediation, and seek to resolve the dispute with the assistance of the mediator within the time-frame proposed by the mediator, or in the absence of any such proposed and agreed time-frame, within a period of 30 Business Days of appointment of the mediator (or such other period from appointment as shall be agreed in writing by the Parties) (the “Agreed Time-frame”). 13.8 If no terms are agreed regarding the appointment of the mediator under sub-Clause 13.5, or the Dispute is not resolved within the Agreed Timeframe, then the non-offending party may commence court proceedings. 13.9 The costs of the mediator will be borne equally by the Parties (unless agreed in writing otherwise between them). 13.10 The outcome, and terms, of settlement of the dispute, which is arrived at, and agreed by and between, the Parties, shall be confirmed in writing between them within 5 Business Days of the conclusion of the mediation, and shall be formally confirmed by means of an executed and delivered settlement agreement between them (the “Settlement Agreement”). 13.11 Where the Parties fail to agree, or execute and deliver, of a Settlement Agreement, under sub- Clause 13.10, either party may request the mediator to provide a statement confirming what was agreed between the Parties at mediation (the “Settlement Statement”). 13.12 Either of the Parties may bring proceedings and sue upon the terms and basis of the Settlement Agreement or Settlement Statement, and enforce them, as if they were, for all intent and purpose, a judgment of the courts.

Disputes and Arbitration. 13.1 If you fail Any dispute, controversy or claim arising out of or relating to make any Payments under this AgreementRE Contract, we may at our election instigate except Sections 12.1, a) and commence proceedings against you without first complying with this Clause 1312.2, a) hereof shall be settled amicably within a period of sixty (60) days after receipt by one Party of a notice from the other Party of the existence of the dispute. 13.2 Either party If the dispute cannot be settled amicably within the sixty (60)-day period, the Parties shall, with respect to disputes arising out of or in connection with Section V (Work Program) hereof, refer the dispute to an independent expert for resolution in the manner provided below; Provided, That any Party, in its sole discretion, may seek urgent interlocutory relief in relation require the dispute be referred to the actions of the offending party arbitration under this Agreement without first complying with Clause 13Section 11.3 hereof. 13.3 This Clause 13 The following shall not apply govern the rules of referral to any breaches by you of Clause 11.3. 13.4 Unless sub-Clauses 13.1 to 13.3 apply, if a dispute arises out of, or in relation to, this Agreement (including any dispute as to breach or termination of this Agreement) a party may not commence court proceedings relating to such dispute unlessan independent expert: 13.4.1 a) After the party claiming the dispute sixty (60)-day period in Section 13.1 has arisen has given written passed, any Party may give notice to the other party specifying Party of its intention to refer the nature dispute to an expert in accordance with the provisions of this RE Contract; b) The respondent shall, within twenty-one (21) calendar days after receipt of the dispute notice of intention to refer, serve on the applicant a notice of its intention to defend; c) If within fourteen (a “Dispute Notice”); and 13.4.2 14) calendar days after the applicant’s receipt of the respondent’s notice of intention to defend, the Parties first endeavour in good faith to resolve have agreed on an expert and on the matters stated in terms under which the Dispute Notice expeditiously using dispute shall be referred, the mediation processdispute shall be so referred. In the event that within such fourteen (14)-day period, applying the procedures, and within the timeframes, which have been stipulated in sub-Clauses 13.5 to 13.7. 13.5 Upon service of a Dispute Notice the Parties shall jointly are unable to agree upon a mediator and an expert to be appointed hereunder or upon the mediatorterms of such expert’s remuneration within reference or both, then either Party may request the jurisdiction under Clause 13.6. If the Parties fail to agree and appoint a mediator within 14 days International Chamber of the service of a Dispute Notice Commerce (or such other further extension agreed by the Parties in writing“ICC”) either party may ask the President of the Law Society of England and Wales International Centre for Expertise to appoint an independent mediator on behalf expert, and the matters to be determined by such expert shall be those set out in the notice of intention to refer and the notice of intention to defend; d) Unless the Parties agree otherwise, any expert proceedings under this Section shall be required to follow the ICC Rules for Expertise in force as of Effective Date; e) The language of the Parties. 13.6 Mediation expert proceedings and the expert’s determinations shall be conducted in English; f) The Parties hereby agree to be bound by, to perform this RE Contract in accordance with, and underto implement, this Clause 13 as the case may be, the determination of the expert. Failure by reference one Party to the provisions so act shall constitute a breach of this Agreement. 13.7 The Parties shall observe the instructions of the appointed mediator regarding the agreed terms of, and conduct of the mediation, and seek to resolve the dispute with the assistance of the mediator within the time-frame proposed by the mediator, or in the absence of any such proposed and agreed time-frame, within a period of 30 Business Days of appointment of the mediator (or such other period from appointment as shall be agreed in writing by the Parties) (the “Agreed Time-frame”). 13.8 If no terms are agreed regarding the appointment of the mediator under sub-Clause 13.5, or the Dispute is not resolved within the Agreed Timeframe, then the non-offending party may commence court proceedings. 13.9 The costs of the mediator will be borne equally by the Parties (unless agreed in writing otherwise between them). 13.10 The outcome, and terms, of settlement of the dispute, which is arrived at, and agreed by and between, the Parties, shall be confirmed in writing between them within 5 Business Days of the conclusion of the mediation, RE Contract and shall be formally confirmed by means of an executed and delivered settlement agreement between them (the “Settlement Agreement”). 13.11 Where the Parties fail submitted to agree, or execute and deliver, of a Settlement Agreement, under sub- Clause 13.10, either party may request the mediator to provide a statement confirming what was agreed between the Parties at mediation (the “Settlement Statement”). 13.12 Either of the Parties may bring proceedings and sue upon the terms and basis of the Settlement Agreement or Settlement Statement, and enforce them, as if they were, for all intent and purpose, a judgment of the courts.arbitration in accordance with Section

Disputes and Arbitration. 13.1 If you fail Any dispute, controversy or claim arising out of or relating to make any Payments under this AgreementRE Contract, we may at our election instigate and commence proceedings against you without first complying with this Clause 13. 13.2 Either party may seek urgent interlocutory relief in relation to except Section 14.1(a) hereof, shall be settled amicably within a period of sixty (60) days after receipt by one Party of a notice from the actions other Party of the offending party under this Agreement without first complying existence of the dispute. If the dispute cannot be settled amicably within the sixty (60)-day period, the Parties shall, with Clause 13. 13.3 This Clause 13 shall not apply respect to any breaches by you disputes arising out of Clause 11.3. 13.4 Unless sub-Clauses 13.1 to 13.3 apply, if a dispute arises out of, or in relation toconnection with Sections V (Contract Area), this Agreement VI (including any dispute as to breach or termination of this AgreementWork Program and Estimated Expenditures) a party may not commence court proceedings relating to such dispute unless: 13.4.1 the party claiming and XI (Government Share) hereof, refer the dispute to an independent expert for resolution in the manner provided below; Provided that any Party, in its sole discretion, may require the dispute be referred to arbitration under Section 15.4 hereof. The following shall govern the rules of referral: After the sixty (60)-day period in Section 15.1 has arisen has given written passed, any Party may give notice to the other party specifying Party of its intention to refer the nature dispute to an expert in accordance with the provisions of this RE Contract; The respondent shall, within twenty-one (21) days after receipt of the dispute notice of intention to refer, serve the applicant a notice of its intention to defend; If within fourteen (a “Dispute Notice”); and 13.4.2 14) days after the applicant’s receipt of the respondent’s notice of intention to defend, the Parties first endeavour have agreed on an expert and on the terms under which the dispute shall be referred to the independent expert mentioned in good faith to resolve Section 15.2 hereof. In the matters stated in the Dispute Notice expeditiously using the mediation processevent that within such fourteen (14)-day period, applying the procedures, and within the timeframes, which have been stipulated in sub-Clauses 13.5 to 13.7. 13.5 Upon service of a Dispute Notice the Parties shall jointly are unable to agree upon a mediator and an expert to be appointed hereunder or upon the mediatorterms of such expert’s remuneration within reference or both, then either Party may request the jurisdiction under Clause 13.6. If the Parties fail to agree and appoint a mediator within 14 days International Chamber of the service of a Dispute Notice Commerce (or such other further extension agreed by the Parties in writingICC) either party may ask the President of the Law Society of England and Wales International Centre for Expertise to appoint an independent mediator on behalf expert, and the matters to be determined by such expert shall be those set out in the notice of intention to refer and the notice of intention to defend; Unless the Parties agree otherwise, any expert proceedings under this Section shall be required to follow the ICC Rules for Expertise in force as of Effective Date; The language of the Parties. 13.6 Mediation expert proceedings and the expert’s determinations shall be conducted in English; The Parties hereby agree to be bound by, to perform this RE Contract in accordance with, and underto implement, this Clause 13 as the case may be, the determination of the expert. Failure by reference one Party to the provisions act shall constitute a breach of this Agreement. 13.7 The Parties RE Contract and shall observe be submitted to arbitration in accordance with Section 15.4 as the instructions sole means of enforcing the appointed mediator regarding determination; and Each Party shall bear the agreed terms ofcosts and expenses of all lawyers, advisors, witnesses and employees retained by it in connection with the expert proceedings: Provided, however, That in circumstances where the expert determines that a matter referred to him was not subject to a bona fide dispute, the costs and expenses incurred by the prevailing Party and the expert in connection with such matter shall be paid by the non-prevailing Party. If the dispute cannot be settled within sixty (60) days by mutual discussions as contemplated in Section 15.1 hereof, and conduct referral to an expert is neither prescribed nor elected by the Parties with respect to any technical dispute upon written demand of the mediationeither Party, and seek to resolve the dispute shall finally be settled by an arbitral tribunal (the “Tribunal”) governed by and conducted in accordance with the assistance ICC Rules of Arbitration (the mediator within the time-frame proposed by the mediator, or “Rules”) in the absence force as of any such proposed and agreed time-frame, within a period of 30 Business Days of appointment of the mediator Effective Date (or such other period Rules as may be in force at the time such arbitration is commenced), as follows: The RE DEVELOPER will nominate one (1) arbitrator and the DEPARTMENT will nominate one (1) arbitrator within thirty (30) days from appointment as shall be agreed in writing the date of a request by either Party to initiate arbitration. The two Party-nominated arbitrators will then jointly nominate a third arbitrator within thirty (30) days from the Parties) (the “Agreed Time-frame”). 13.8 If no terms are agreed regarding date of the appointment of the mediator under sub-Clause 13.5second arbitrator, or to act as Chairman of the Dispute is Tribunal. Arbitrators not resolved nominated within the Agreed Timeframe, then time limits set forth in the non-offending party may commence court proceedings. 13.9 The costs of the mediator will preceding sentence shall be borne equally appointed by the Parties (unless agreed in writing ICC Court of International Arbitration; Unless otherwise between them). 13.10 The outcome, and terms, of settlement of the dispute, which is arrived at, and agreed by and between, the Parties, the venue of the arbitration shall be confirmed in writing between them within 5 Business Days Metro Manila, Philippines; The language of the conclusion arbitration and award shall be in English; The Tribunal shall not be authorized to impose, and either Party shall not be authorized to seek from any judicial authority, any requirement that the Party posts security for the costs of either Party; and The decision of the mediation, and Tribunal shall be formally confirmed by means of an executed final and delivered settlement agreement between them (binding upon the “Settlement Agreement”). 13.11 Where Parties. Judgment upon the Parties fail to agreeaward rendered may be entered into any court having jurisdiction, or execute and deliver, of application may be made to such court for a Settlement Agreement, under sub- Clause 13.10, either party may request the mediator to provide a statement confirming what was agreed between the Parties at mediation (the “Settlement Statement”). 13.12 Either judicial acceptance of the Parties may bring proceedings award and sue upon the terms and basis an order of the Settlement Agreement or Settlement Statement, and enforce themenforcement, as if they were, for all intent and purpose, a judgment the case may be. The right to arbitrate disputes under this RE Contract shall survive the Expiration or Termination of the courtsthis RE Contract.

Disputes and Arbitration. 13.1 If you fail 11.1 Any dispute, controversy or claim arising out of or relating to make any Payments under this AgreementRE Contract, we may at our election instigate and commence proceedings against you without first complying with this Clause 13except Section 10.2 (a) hereof shall be settled amicably within a period of sixty (60) days after receipt by one Party of a notice from the other Party of the existence of the dispute. 13.2 Either party 11.2 If the dispute cannot be settled amicably within the sixty (60)-day period, the Parties shall, with respect to disputes arising out of or in connection with Section IV (Work Program and Estimated Expenditures) hereof, refer the dispute to an independent expert for resolution in the manner provided below; Provided, That any Party, in its sole discretion, may seek urgent interlocutory relief in relation require the dispute be referred to the actions of the offending party arbitration under this Agreement without first complying with Clause 13Section 11.3 hereof. 13.3 This Clause 13 11.3 The following shall not apply govern the rules of referral to an independent expert: After the sixty (60)-day period in Section 11.1 has passed, any breaches by you of Clause 11.3. 13.4 Unless sub-Clauses 13.1 to 13.3 apply, if a dispute arises out of, or in relation to, this Agreement (including any dispute as to breach or termination of this Agreement) a party Party may not commence court proceedings relating to such dispute unless: 13.4.1 the party claiming the dispute has arisen has given written give notice to the other party specifying Party of its intention to refer the nature dispute to an expert in accordance with the provisions of this RE Contract; The respondent shall, within twenty-one (21) days after receipt of the dispute notice of intention to refer, serve on the applicant a notice of its intention to defend; If within fourteen (a “Dispute Notice”); and 13.4.2 14) days after the applicant’s receipt of the respondent’s notice of intention to defend, the Parties first endeavour in good faith to resolve have agreed on an expert and on the matters stated in terms under which the Dispute Notice expeditiously using dispute shall be referred, the mediation processdispute shall be so referred. In the event that within such fourteen (14)-day period, applying the procedures, and within the timeframes, which have been stipulated in sub-Clauses 13.5 to 13.7. 13.5 Upon service of a Dispute Notice the Parties shall jointly are unable to agree upon a mediator and an expert to be appointed hereunder or upon the mediatorterms of such expert’s remuneration within reference or both, then either Party may request the jurisdiction under Clause 13.6. If the Parties fail to agree and appoint a mediator within 14 days International Chamber of the service of a Dispute Notice Commerce (or such other further extension agreed by the Parties in writingICC) either party may ask the President of the Law Society of England and Wales International Centre for Expertise to appoint an independent mediator on behalf expert, and the matters to be determined by such expert shall be those set out in the notice of intention to refer and the notice of intention to defend; Unless the Parties agree otherwise, any expert proceedings under this Section shall be required to follow the ICC Rules for Expertise in force as of Effective Date; The language of the Parties. 13.6 Mediation expert proceedings and the expert’s determinations shall be conducted in English; The Parties hereby agree to be bound by, to perform this RE Contract in accordance with, and underto implement, this Clause 13 as the case may be, the determination of the expert. Failure by reference one Party to the provisions so act shall constitute a breach of this AgreementRE Contract and shall be submitted to arbitration in accordance with Section 11.3 as the sole means of enforcing the determination; and Each Party shall bear the costs and expenses of all lawyers, advisors, witnesses and employees retained by it in connection with the expert proceedings; Provided, however, that in circumstances where the expert determines that a matter referred to him was not subject to a bona fide dispute, the costs and expenses incurred by the prevailing Party and the expert in connection with such matter shall be paid by the non-prevailing Party. 13.7 The Parties shall observe 11.4 If the instructions of the appointed mediator regarding the agreed terms ofdispute cannot be settled within sixty (60) days by mutual discussions as contemplated in Section 11.1, and conduct referral to an expert is neither prescribed nor elected by the Parties with respect to any technical dispute, upon written demand of the mediationeither Party, and seek to resolve the dispute shall finally be settled by an arbitral tribunal (the “Tribunal”) governed by and conducted in accordance with the assistance ICC Rules of Arbitration (the mediator within the time-frame proposed by the mediator, or “Rules”) in the absence force as of any such proposed and agreed time-frame, within a period of 30 Business Days of appointment of the mediator Effective Date (or such other period Rules as may be in force at the time such arbitration is commenced), as follows: The RE DEVELOPER will nominate one (1) arbitrator and the DEPARTMENT will nominate one (1) arbitrator within thirty (30) days from appointment as shall be agreed in writing the date of a request by either Party to initiate arbitration. The two Party-nominated arbitrators will then jointly nominate a third arbitrator within thirty (30) days from the Parties) (the “Agreed Time-frame”). 13.8 If no terms are agreed regarding date of the appointment of the mediator under sub-Clause 13.5second arbitrator, or to act as Chairman of the Dispute is Tribunal. Arbitrators not resolved nominated within the Agreed Timeframetime limits set forth in the preceding sentence shall be appointed by the ICC Court of International Arbitration; Unless otherwise agreed by the Parties, then the non-offending party may commence court proceedings. 13.9 venue of the arbitration shall be in Metro Manila, Philippines; The language of the arbitration and award shall be in English; The Tribunal shall not be authorized to impose, and either Party shall not be authorized to seek from any judicial authority, any requirement that the Party posts security for the costs of the mediator will other Party; and The decision of the Tribunal shall be borne equally by final and binding upon the Parties (unless agreed in writing otherwise between them)Parties. Judgment upon the award rendered may be entered into any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. 13.10 11.5 The outcome, and terms, right to arbitrate disputes under this RE Contract shall survive the Expiration or Termination of settlement of the dispute, which is arrived at, and agreed by and between, the Parties, shall be confirmed in writing between them within 5 Business Days of the conclusion of the mediation, and shall be formally confirmed by means of an executed and delivered settlement agreement between them (the “Settlement Agreement”)this RE Contract. 13.11 Where the Parties fail to agree, or execute and deliver, of a Settlement Agreement, under sub- Clause 13.10, either party may request the mediator to provide a statement confirming what was agreed between the Parties at mediation (the “Settlement Statement”). 13.12 Either of the Parties may bring proceedings and sue upon the terms and basis of the Settlement Agreement or Settlement Statement, and enforce them, as if they were, for all intent and purpose, a judgment of the courts.

Disputes and Arbitration. 13.1 If you fail 14.1 Any dispute, controversy or claim arising out of or relating to make any Payments under this AgreementRE Contract, we may at our election instigate except Sections 10.1, 10.2, 13.1(a) and commence proceedings against you without first complying with this Clause 1316.6 hereof, shall be settled amicably within a period of sixty (60) days after receipt by one Party of a notice from the other Party of the existence of the dispute. 13.2 Either party 14.2 If the dispute cannot be settled amicably within the sixty (60)-day period, the Parties shall, with respect to disputes arising out of or in connection with Sections IV (Contract Area) and V (Work Program) hereof, refer the dispute to an independent expert for resolution in the manner provided below; Provided that any Party, in its sole discretion, may seek urgent interlocutory relief in relation require the dispute be referred to the actions of the offending party arbitration under this Agreement without first complying with Clause 13Section 14.4 hereof. 13.3 This Clause 13 14.3 The following shall not apply to any breaches by you govern the rules of Clause 11.3. 13.4 Unless sub-Clauses 13.1 to 13.3 apply, if a dispute arises out of, or in relation to, this Agreement (including any dispute as to breach or termination of this Agreement) a party may not commence court proceedings relating to such dispute unlessreferral: 13.4.1 a) After the party claiming the dispute sixty (60)-day period in Section 14.1 has arisen has given written passed, any Party may give notice to the other party specifying Party of its intention to refer the nature dispute to an expert in accordance with the provisions of this RE Contract; b) The respondent shall, within twenty-one (21) calendar days from receipt of the dispute notice of intention to refer, serve the applicant a notice of its intention to defend; c) If within fourteen (a “Dispute Notice”); and 13.4.2 14) calendar days after the applicant’s receipt of the respondent’s notice of intention to defend, the Parties first endeavour have agreed on an expert and on the terms of such expert’s reference, the dispute shall be referred to the independent expert mentioned in good faith to resolve Section 14.2 hereof. In the matters stated in the Dispute Notice expeditiously using the mediation processevent that within such fourteen (14)-day period, applying the procedures, and within the timeframes, which have been stipulated in sub-Clauses 13.5 to 13.7. 13.5 Upon service of a Dispute Notice the Parties shall jointly are unable to agree upon a mediator and an expert to be appointed hereunder or upon the mediatorterms of such expert’s remuneration within reference or both, then either Party may request the jurisdiction under Clause 13.6. If the Parties fail to agree and appoint a mediator within 14 days International Chamber of the service of a Dispute Notice Commerce (or such other further extension agreed by the Parties in writing“ICC”) either party may ask the President of the Law Society of England and Wales International Centre for Expertise to appoint an independent mediator on behalf expert, and the matters to be determined by such expert shall be those set out in the notice of intention to refer and the notice of intention to defend; d) Unless the Parties agree otherwise, any expert proceedings under this Section shall be required to follow the ICC Rules for Expertise in force as of Effective Date; e) The language of the Parties. 13.6 Mediation expert proceedings and the expert’s determinations shall be conducted in English; f) The Parties hereby agree to be bound by, to perform this RE Contract in accordance with, and underto implement, this Clause 13 as the case may be, the determination of the expert. Failure by reference one Party to the provisions act shall constitute a breach of this Agreement. 13.7 The Parties shall observe the instructions of the appointed mediator regarding the agreed terms of, and conduct of the mediation, and seek to resolve the dispute with the assistance of the mediator within the time-frame proposed by the mediator, or in the absence of any such proposed and agreed time-frame, within a period of 30 Business Days of appointment of the mediator (or such other period from appointment as shall be agreed in writing by the Parties) (the “Agreed Time-frame”). 13.8 If no terms are agreed regarding the appointment of the mediator under sub-Clause 13.5, or the Dispute is not resolved within the Agreed Timeframe, then the non-offending party may commence court proceedings. 13.9 The costs of the mediator will be borne equally by the Parties (unless agreed in writing otherwise between them). 13.10 The outcome, and terms, of settlement of the dispute, which is arrived at, and agreed by and between, the Parties, shall be confirmed in writing between them within 5 Business Days of the conclusion of the mediation, RE Contract and shall be formally confirmed by submitted to arbitration in accordance with Section 14.4 as the sole means of an executed and delivered settlement agreement between them (enforcing the “Settlement Agreement”). 13.11 Where the Parties fail to agree, or execute and deliver, of a Settlement Agreement, under sub- Clause 13.10, either party may request the mediator to provide a statement confirming what was agreed between the Parties at mediation (the “Settlement Statement”). 13.12 Either of the Parties may bring proceedings and sue upon the terms and basis of the Settlement Agreement or Settlement Statement, and enforce them, as if they were, for all intent and purpose, a judgment of the courts.determination; and

Disputes and Arbitration. 13.1 If you fail 15.1 Any dispute, controversy or claim arising out of or relating to make any Payments under this AgreementRE Contract, we may at our election instigate except Section 11.1, 11.2, 14.1 (a), 14.2 (a) and commence proceedings against you without first complying with this Clause 1317.6 hereof, shall be settled amicably within a period of sixty (60) calendar days after receipt by one Party of a notice from the other Party of the existence of the dispute. 13.2 Either party 15.2 If the dispute cannot be settled amicably within the sixty (60)-day period, the Parties shall, with respect to disputes arising out of or in connection with Sections V (Contract Area) and VI (Work Program) refer the dispute to an independent expert for resolution in the manner provided below: Provided, That any Party, in its sole discretion, may seek urgent interlocutory relief in relation require that the dispute be referred to the actions of the offending party arbitration under this Agreement without first complying with Clause 13Section 15.4 hereof. 13.3 This Clause 13 15.3 The following shall not apply to any breaches by you govern the rules of Clause 11.3. 13.4 Unless sub-Clauses 13.1 to 13.3 apply, if a dispute arises out of, or in relation to, this Agreement (including any dispute as to breach or termination of this Agreement) a party may not commence court proceedings relating to such dispute unlessreferral: 13.4.1 a) After the party claiming the dispute sixty (60)-day period in Section 15.1 has arisen has given written passed, any Party may give notice to the other party specifying Party of its intention to refer the nature dispute to an expert in accordance with the provisions of this RE Contract; b) The respondent shall, within twenty-one (21) calendar days from receipt of the dispute notice of intention to refer, serve on the applicant a notice of intention to defend; c) If within fourteen (a “Dispute Notice”); and 13.4.2 14) calendar days after the applicant’s receipt of the respondent’s notice of intention to defend, the Parties first endeavour have agreed on an expert and on the terms of such expert’s reference, the dispute shall be referred to the independent expert mentioned in good faith to resolve Section 15.2 hereof. In the matters stated in the Dispute Notice expeditiously using the mediation processevent that within such fourteen (14)-day period, applying the procedures, and within the timeframes, which have been stipulated in sub-Clauses 13.5 to 13.7. 13.5 Upon service of a Dispute Notice the Parties shall jointly are unable to agree upon a mediator and an expert to be appointed hereunder or upon the mediatorterms of such expert’s remuneration within reference or both, then either Party may request the jurisdiction under Clause 13.6. If the Parties fail to agree and appoint a mediator within 14 days International Chamber of the service of a Dispute Notice Commerce (or such other further extension agreed by the Parties in writing“ICC”) either party may ask the President of the Law Society of England and Wales International Centre for Expertise to appoint an independent mediator on behalf expert, and the matters to be determined by such expert shall be those set out in the notice of intention to refer and the notice of intention to defend; d) Unless the Parties agree otherwise, any expert proceedings under this Section shall be required to follow the ICC Rules for Expertise in force as of Effective Date; e) The language of the Parties. 13.6 Mediation expert proceedings and the expert’s determinations shall be conducted in English; f) The Parties hereby agree to be bound by, to perform this RE Contract in accordance with, and underto implement, this Clause 13 as the case may be, the determination of the expert. Failure by reference one Party to the provisions act shall constitute a breach of this AgreementRE Contract and shall be submitted to arbitration in accordance with Section 15.4 as the sole means of enforcing the determination; and g) Each Party shall bear the costs and expenses of all lawyers, advisors, witnesses and employees retained by it in connection with the expert proceedings: Provided, however, That in circumstances where the expert determines that a matter referred to him was not subject to a bona fide dispute, the costs and expenses incurred by the prevailing Party and the expert in connection with such matter shall be paid by the non-prevailing Party. 13.7 The Parties shall observe 15.4 If the instructions of the appointed mediator regarding the agreed terms ofdispute cannot be settled within sixty (60) calendar days by mutual discussions as contemplated in Section 15.1, and conduct referral to an expert is neither prescribed nor elected by the Parties with respect to any technical dispute upon written demand of the mediationeither Party, and seek to resolve the dispute shall finally be settled by an arbitral tribunal (the “Tribunal”) governed by and conducted in accordance with the assistance ICC Rules of Arbitration (the mediator within the time-frame proposed by the mediator, or “Rules”) in the absence force as of any such proposed and agreed time-frame, within a period of 30 Business Days of appointment of the mediator Effective Date (or such other period Rules as may be in force at the time such arbitration is commenced), as follows: a) The RE DEVELOPER will nominate one (1) arbitrator and the DEPARTMENT will nominate one (1) arbitrator within thirty (30) calendar days from appointment as shall be agreed in writing the date of a request by either Party to initiate arbitration. The two Party-nominated arbitrators will then jointly nominate a third arbitrator within thirty (30) calendar days from the Parties) (the “Agreed Time-frame”). 13.8 If no terms are agreed regarding date of the appointment of the mediator under sub-Clause 13.5second arbitrator, or to act as Chairman of the Dispute is Tribunal. Arbitrators not resolved nominated within the Agreed Timeframe, then time limits set forth in the non-offending party may commence court proceedings. 13.9 The costs of the mediator will preceding sentence shall be borne equally appointed by the Parties (unless agreed in writing ICC Court of International Arbitration; b) Unless otherwise between them). 13.10 The outcome, and terms, of settlement of the dispute, which is arrived at, and agreed by and between, the Parties, the venue of the arbitration shall be confirmed in writing between them within 5 Business Days Metro Manila, Philippines; c) The language of the conclusion arbitration and award shall be in English; d) The Tribunal shall not be authorized to impose, and either Party shall not be authorized to seek from any judicial authority, any requirement that the Party posts security for the costs of either Party; and e) The decision of the mediation, and Tribunal shall be formally confirmed by means final and binding upon the Parties. Judgment upon the award rendered may be entered into any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an executed and delivered settlement agreement between them (order of enforcement, as the “Settlement Agreement”)case may be. 13.11 Where 15.5 The right to arbitrate disputes under this RE Contract shall survive the Parties fail to agree, Expiration or execute and deliver, Termination of a Settlement Agreement, under sub- Clause 13.10, either party may request the mediator to provide a statement confirming what was agreed between the Parties at mediation (the “Settlement Statement”)this RE Contract. 13.12 Either of the Parties may bring proceedings and sue upon the terms and basis of the Settlement Agreement or Settlement Statement, and enforce them, as if they were, for all intent and purpose, a judgment of the courts.

Disputes and Arbitration. 13.1 If you fail to make any Payments under this Agreement, we 16.1 Either Party may at our election instigate and commence proceedings against you without first complying with this Clause 13. 13.2 Either party may seek urgent interlocutory relief in relation request that a dispute be referred to the actions of the offending party under this Agreement without first complying with Clause 13. 13.3 This Clause 13 shall Joint Monitoring and Liaison Group for determination and if that does not apply to any breaches by you of Clause 11.3. 13.4 Unless sub-Clauses 13.1 to 13.3 apply, if a dispute arises out of, or in relation to, this Agreement (including any dispute as to breach or termination of this Agreement) a party may not commence court proceedings relating to such dispute unless: 13.4.1 the party claiming resolve the dispute has arisen has given written notice to either Party may request the other party specifying the nature to participate in a meeting of their respective Chief Executives in order to discuss the dispute (and to agree a “Dispute Notice”); and 13.4.2 the strategy to resolve it. The Parties first endeavour shall then liaise in good faith to resolve arrange and hold the matters stated in meeting within ten (10) Working Days and shall exchange statements at least three (3) clear Working Days prior to the Dispute Notice expeditiously using the mediation process, applying the procedures, and within the timeframes, which have been stipulated in sub-Clauses 13.5 to 13.7. 13.5 Upon service of a Dispute Notice the Parties shall jointly agree upon a mediator and the mediator’s remuneration within the jurisdiction under Clause 13.6. If the Parties fail to agree and appoint a mediator within 14 days date of the service meeting, setting out their respective views of a Dispute Notice (or such other further extension agreed the disputed issues 16.2 If notwithstanding any steps which are taken by the Parties pursuant to clause 16.1 the dispute between them remains unresolved then at the request of either Party the dispute in writingquestion shall be referred to an independent and professional mediator who shall be nominated without delay by agreement between Parties, or (in the absence of such agreement) either party may ask by the President of the Law Society of England (or his authorised representative). Any such mediation shall then be carried out in confidence and Wales on a without prejudice basis in relation to appoint an independent mediator on behalf any subsequent proceedings and each of the PartiesParties shall bear their own expenses and one half of the mediator’s resulting charges. 13.6 Mediation 16.3 If regardless of whether or not the Parties have implemented the procedures which are specified in clauses 16.2 and 16.3 the Parties fail to resolve their dispute within six (6) weeks of the dispute first arising, then either Party may serve notice on the other to require the dispute to be referred to either (as applicable): 16. 3.1 arbitration in accordance with the Arbitration Acts 1996 or an appropriate independent expert who shall be conducted nominated without delay by agreement between the Parties (such agreement not to be unreasonably withheld or delayed) and who shall act as an expert and not as an arbitrator, provided that in accordance withdefault of agreement as to such nomination, and under, this Clause 13 by reference to the provisions of this Agreement. 13.7 The Parties expert shall observe be nominated on the instructions joint application of the appointed mediator regarding Parties (or if either of them neglects to concur in such application, then on the agreed terms of, and conduct sole application of the mediation, and seek to resolve other) by the dispute with president or other Chief Officer or Acting Chief Officer for the assistance time being of the mediator within the time-frame proposed by the mediator, or in the absence of any such proposed and agreed time-frame, within a period of 30 Business Days of appointment of the mediator (Law Society ( or such other period from appointment appropriate professional body as shall be agreed in writing by the Parties) (, such agreement not to be unreasonably withheld or delayed); or 16.3.2 institute legal proceedings in Court 16.4 Regardless of whether the “Agreed Time-frame”). 13.8 If no terms are agreed regarding the appointment of the mediator Arbitrator/Expert is appointed under sub-Clause 13.5clause 16.4, or the Dispute is not resolved within the Agreed Timeframe, then the non-offending party may commence court proceedings. 13.9 The costs of the mediator will be borne equally by the Parties shall each use their reasonable endeavours to ensure that the appointed Arbitrator/Expert (unless agreed in writing otherwise between them). 13.10 The outcomeas applicable): 16.4.1 sets a strict (but nevertheless fair) timetable, and terms, of settlement of the dispute, with which is arrived at, and agreed by and between, the Parties, shall be confirmed in writing between them within 5 Business Days of the conclusion of the mediation, and shall be formally confirmed by means of an executed and delivered settlement agreement between them (the “Settlement Agreement”). 13.11 Where the Parties fail must comply in order to agree, secure a resolution of their dispute without undue delay or execute and deliver, of a Settlement Agreement, under sub- Clause 13.10, either party may request the mediator to provide a statement confirming what was agreed between the Parties at mediation (the “Settlement Statement”)expense; 16. 13.12 Either of the Parties may bring proceedings and sue upon the terms and basis of the Settlement Agreement or Settlement Statement, and enforce them, as if they were, for all intent and purpose, a judgment of the courts.

Disputes and Arbitration. 13.1 If you fail Any dispute, controversy or claim arising out of or relating to make any Payments under this AgreementRE Contract, we may at our election instigate and commence proceedings against you without first complying with this Clause 13. 13.2 Either party may seek urgent interlocutory relief in relation to except Section 13.1(a) hereof, shall be settled amicably within a period of sixty (60) days after receipt by one Party of a notice from the actions other Party of the offending party under this Agreement without first complying existence of the dispute. If the dispute cannot be settled amicably within the sixty (60)-day period, the Parties shall, with Clause 13. 13.3 This Clause 13 shall not apply respect to any breaches by you disputes arising out of Clause 11.3. 13.4 Unless sub-Clauses 13.1 to 13.3 apply, if a dispute arises out of, or in relation toconnection with Sections IV (Contract Area), this Agreement V (including any dispute as to breach or termination of this AgreementWork Program and Estimated Expenditures) a party may not commence court proceedings relating to such dispute unless: 13.4.1 the party claiming and X (Government Share) hereof, refer the dispute to an independent expert for resolution in the manner provided below; Provided that any Party, in its sole discretion, may require the dispute be referred to arbitration under Section 14.4 hereof. The following shall govern the rules of referral: After the sixty (60)-day period in Section 14.1 has arisen has given written passed, any Party may give notice to the other party specifying Party of its intention to refer the nature dispute to an expert in accordance with the provisions of this RE Contract; The respondent shall, within twenty-one (21) days after receipt of the dispute notice of intention to refer, serve the applicant a notice of its intention to defend; If within fourteen (a “Dispute Notice”); and 13.4.2 14) days after the applicant’s receipt of the respondent’s notice of intention to defend, the Parties first endeavour have agreed on an expert and on the terms under which the dispute shall be referred to the independent expert mentioned in good faith to resolve Section 14.2 hereof. In the matters stated in the Dispute Notice expeditiously using the mediation processevent that within such fourteen (14)-day period, applying the procedures, and within the timeframes, which have been stipulated in sub-Clauses 13.5 to 13.7. 13.5 Upon service of a Dispute Notice the Parties shall jointly are unable to agree upon a mediator and an expert to be appointed hereunder or upon the mediatorterms of such expert’s remuneration within reference or both, then either Party may request the jurisdiction under Clause 13.6. If the Parties fail to agree and appoint a mediator within 14 days International Chamber of the service of a Dispute Notice Commerce (or such other further extension agreed by the Parties in writingICC) either party may ask the President of the Law Society of England and Wales International Centre for Expertise to appoint an independent mediator on behalf expert, and the matters to be determined by such expert shall be those set out in the notice of intention to refer and the notice of intention to defend; Unless the Parties agree otherwise, any expert proceedings under this Section shall be required to follow the ICC Rules for Expertise in force as of Effective Date; The language of the Parties. 13.6 Mediation expert proceedings and the expert’s determinations shall be conducted in English; The Parties hereby agree to be bound by, to perform this RE Contract in accordance with, and underto implement, this Clause 13 as the case may be, the determination of the expert. Failure by reference one Party to the provisions act shall constitute a breach of this Agreement. 13.7 The Parties RE Contract and shall observe be submitted to arbitration in accordance with Section 14.4 as the instructions sole means of enforcing the appointed mediator regarding determination; and Each Party shall bear the agreed terms ofcosts and expenses of all lawyers, advisors, witnesses and employees retained by it in connection with the expert proceedings: Provided, however, That in circumstances where the expert determines that a matter referred to him was not subject to a bona fide dispute, the costs and expenses incurred by the prevailing Party and the expert in connection with such matter shall be paid by the non-prevailing Party. If the dispute cannot be settled within sixty (60) days by mutual discussions as contemplated in Section 14.1 hereof, and conduct referral to an expert is neither prescribed nor elected by the Parties with respect to any technical dispute upon written demand of the mediationeither Party, and seek to resolve the dispute shall finally be settled by an arbitral tribunal (the “Tribunal”) governed by and conducted in accordance with the assistance ICC Rules of Arbitration (the mediator within the time-frame proposed by the mediator, or “Rules”) in the absence force as of any such proposed and agreed time-frame, within a period of 30 Business Days of appointment of the mediator Effective Date (or such other period Rules as may be in force at the time such arbitration is commenced), as follows: The RE DEVELOPER will nominate one (1) arbitrator and the DEPARTMENT will nominate one (1) arbitrator within thirty (30) days from appointment as shall be agreed in writing the date of a request by either Party to initiate arbitration. The two Party-nominated arbitrators will then jointly nominate a third arbitrator within thirty (30) days from the Parties) (the “Agreed Time-frame”). 13.8 If no terms are agreed regarding date of the appointment of the mediator under sub-Clause 13.5second arbitrator, or to act as Chairman of the Dispute is Tribunal. Arbitrators not resolved nominated within the Agreed Timeframe, then time limits set forth in the non-offending party may commence court proceedings. 13.9 The costs of the mediator will preceding sentence shall be borne equally appointed by the Parties (unless agreed in writing ICC Court of International Arbitration; Unless otherwise between them). 13.10 The outcome, and terms, of settlement of the dispute, which is arrived at, and agreed by and between, the Parties, the venue of the arbitration shall be confirmed in writing between them within 5 Business Days Metro Manila, Philippines; The language of the conclusion arbitration and award shall be in English; The Tribunal shall not be authorized to impose, and either Party shall not be authorized to seek from any judicial authority, any requirement that the Party posts security for the costs of either Party; and The decision of the mediation, and Tribunal shall be formally confirmed by means of an executed final and delivered settlement agreement between them (binding upon the “Settlement Agreement”). 13.11 Where Parties. Judgment upon the Parties fail to agreeaward rendered may be entered into any court having jurisdiction, or execute and deliver, of application may be made to such court for a Settlement Agreement, under sub- Clause 13.10, either party may request the mediator to provide a statement confirming what was agreed between the Parties at mediation (the “Settlement Statement”). 13.12 Either judicial acceptance of the Parties may bring proceedings award and sue upon the terms and basis an order of the Settlement Agreement or Settlement Statement, and enforce themenforcement, as if they were, for all intent and purpose, a judgment the case may be. The right to arbitrate disputes under this RE Contract shall survive the Expiration or Termination of the courtsthis RE Contract.

Disputes and Arbitration. 13.1 If you fail Any dispute, controversy or claim arising out of or relating to make any Payments under this AgreementRE Contract, we may at our election instigate and commence proceedings against you without first complying with this Clause 13. 13.2 Either party may seek urgent interlocutory relief in relation to except Section 14.1.a hereof shall be settled amicably within a period of sixty (60) days after receipt by one Party of a notice from the actions other Party of the offending party under this Agreement without first complying existence of the dispute. If the dispute cannot be settled amicably within the sixty (60)-day period, the Parties shall, with Clause 13. 13.3 This Clause 13 shall not apply respect to any breaches by you disputes arising out of Clause 11.3. 13.4 Unless sub-Clauses 13.1 to 13.3 apply, if a dispute arises out of, or in relation toconnection with Sections V (Contract Area), this Agreement VI (including any dispute as to breach or termination of this AgreementWork Program and Estimated Expenditures) a party may not commence court proceedings relating to such dispute unless: 13.4.1 the party claiming and XI (Government Share) hereof, refer the dispute to an independent expert for resolution in the manner provided below; Provided That any Party, in its sole discretion, may require the dispute be referred to arbitration under Section 15.4 hereof; The following shall govern the rules of referral: After the sixty (60) day period in Section 15.1 hereof has arisen has given written passed, any Party may give notice to the other party specifying Party of its intention to refer the nature dispute to an expert in accordance with the provisions of this RE Contract; The respondent shall, within twenty-one (21) days after receipt of the dispute notice of intention to refer, serve the applicant a notice of its intention to defend; If within fourteen (a “Dispute Notice”); and 13.4.2 14) days after the applicant’s receipt of the respondent’s notice of intention to defend, the Parties first endeavour have agreed on an expert and on the terms under which the dispute shall be referred to the independent expert mentioned in good faith to resolve Section 15.2 hereof. In the matters stated in the Dispute Notice expeditiously using the mediation processevent that within such fourteen (14)-day period, applying the procedures, and within the timeframes, which have been stipulated in sub-Clauses 13.5 to 13.7. 13.5 Upon service of a Dispute Notice the Parties shall jointly are unable to agree upon a mediator and an expert to be appointed hereunder or upon the mediatorterms of such expert’s remuneration within reference or both, then either Party may request the jurisdiction under Clause 13.6. If the Parties fail to agree and appoint a mediator within 14 days International Chamber of the service of a Dispute Notice Commerce (or such other further extension agreed by the Parties in writingICC) either party may ask the President of the Law Society of England and Wales International Centre for Expertise to appoint an independent mediator on behalf expert, and the matters to be determined by such expert shall be those set out in the notice of intention to refer and the notice of intention to defend; Unless the Parties agree otherwise, any expert proceedings under this Section shall be required to follow the ICC Rules for Expertise in force as of Effective Date; The language of the Parties. 13.6 Mediation expert proceedings and the expert’s determinations shall be conducted in English; The Parties hereby agree to be bound by, to perform this RE Contract in accordance with, and underto implement, this Clause 13 as the case may be, the determination of the expert. Failure by reference one Party to the provisions so act shall constitute a breach of this Agreement. 13.7 The Parties RE Contract and shall observe be submitted to arbitration in accordance with Section 15.4 as the instructions sole means of enforcing the appointed mediator regarding determination; Each Party shall bear the agreed terms ofcosts and expenses of all lawyers, advisors, witnesses and employees retained by it in connection with the expert proceedings: Provided, however, That in circumstances where the expert determines that a matter referred to him was not subject to a bona fide dispute, the costs and expenses incurred by the prevailing Party and the expert in connection with such matter shall be paid by the non-prevailing Party. If the dispute cannot be settled within sixty (60) days by mutual discussions as contemplated in Section 15.1 hereof, and conduct of referral to an expert is neither prescribed nor elected by the mediationParties with respect to any technical dispute, and seek to resolve the dispute shall finally be settled by an arbitral tribunal (the “Tribunal”) governed by and conducted in accordance with the assistance ICC Rules of Arbitration (the mediator within the time-frame proposed by the mediator, or “Rules”) in the absence force as of any such proposed and agreed time-frame, within a period of 30 Business Days of appointment of the mediator Effective Date (or such other period Rules as may be in force at the time such arbitration is commenced), as follows: The RE DEVELOPER will nominate one (1) arbitrator and the DEPARTMENT will nominate one (1) arbitrator within thirty (30) days from appointment as shall be agreed in writing the date of a request by either Party to initiate arbitration. The two Party-nominated arbitrators will then jointly nominate a third arbitrator within thirty (30) days from the Parties) (the “Agreed Time-frame”). 13.8 If no terms are agreed regarding date of the appointment of the mediator under sub-Clause 13.5second arbitrator, or to act as Chairman of the Dispute is Tribunal. Arbitrators not resolved nominated within the Agreed Timeframe, then time limits set forth in the non-offending party may commence court proceedings. 13.9 The costs of the mediator will preceding sentence shall be borne equally appointed by the Parties (unless agreed in writing ICC Court of International Arbitration; Unless otherwise between them). 13.10 The outcome, and terms, of settlement of the dispute, which is arrived at, and agreed by and between, the Parties, the venue of the arbitration shall be confirmed in writing between them within 5 Business Days Metro Manila, Philippines; The language of the conclusion arbitration and award shall be in English; The Tribunal shall not be authorized to impose, and either Party shall not be authorized to seek from any judicial authority, any requirement that the Party posts security for the costs of either Party; The decision of the mediation, and Tribunal shall be formally confirmed by means of an executed final and delivered settlement agreement between them (binding upon the “Settlement Agreement”). 13.11 Where Parties. Judgment upon the Parties fail to agreeaward rendered may be entered into any court having jurisdiction, or execute and deliver, of application may be made to such court for a Settlement Agreement, under sub- Clause 13.10, either party may request the mediator to provide a statement confirming what was agreed between the Parties at mediation (the “Settlement Statement”). 13.12 Either judicial acceptance of the Parties may bring proceedings award and sue upon the terms and basis an order of the Settlement Agreement or Settlement Statement, and enforce themenforcement, as if they were, for all intent and purpose, a judgment the case may be. The right to arbitrate disputes under this RE Contract shall survive the Expiration or Termination of the courtsthis RE Contract.

Disputes and Arbitration. 13.1 If you fail 15.1 Any dispute, controversy or claim arising out of or relating to make any Payments under this AgreementRE Contract, we may at our election instigate except Sections 11.1, 11.2, 14.1 (a), 14.2 (a) and commence proceedings against you without first complying with this Clause 1317.6 hereof, shall be settled amicably within a period of sixty (60) calendar days after receipt by one Party of a notice from the other Party of the existence of the dispute. 13.2 Either party 15.2 If the dispute cannot be settled amicably within the sixty (60)-day period, the Parties shall, with respect to disputes arising out of or in connection with Sections V (Contract Area) and VI (Work Program) refer the dispute to an independent expert for resolution in the manner provided below: Provided, That any Party, in its sole discretion, may seek urgent interlocutory relief in relation require that the dispute be referred to the actions of the offending party arbitration under this Agreement without first complying with Clause 13Section 15.4 hereof. 13.3 This Clause 13 15.3 The following shall not apply to any breaches by you govern the rules of Clause 11.3. 13.4 Unless sub-Clauses 13.1 to 13.3 apply, if a dispute arises out of, or in relation to, this Agreement (including any dispute as to breach or termination of this Agreement) a party may not commence court proceedings relating to such dispute unlessreferral: 13.4.1 a) After the party claiming the dispute sixty (60)-day period in Section 15.1 has arisen has given written passed, any Party may give notice to the other party specifying Party of its intention to refer the nature dispute to an expert in accordance with the provisions of this RE Contract; b) The respondent shall, within twenty-one (21) calendar days from receipt of the dispute notice of intention to refer, serve the applicant a notice of intention to defend; c) If within fourteen (a “Dispute Notice”); and 13.4.2 14) calendar days after the applicant’s receipt of the respondent’s notice of intention to defend, the Parties first endeavour have agreed on an expert and on the terms of such expert’s reference, the dispute shall be referred to the independent expert mentioned in good faith to resolve Section 15.2 hereof. In the matters stated in the Dispute Notice expeditiously using the mediation processevent that within such fourteen (14)-day period, applying the procedures, and within the timeframes, which have been stipulated in sub-Clauses 13.5 to 13.7. 13.5 Upon service of a Dispute Notice the Parties shall jointly are unable to agree upon a mediator and an expert to be appointed hereunder or upon the mediatorterms of such expert’s remuneration within reference or both, then either Party may request the jurisdiction under Clause 13.6. If the Parties fail to agree and appoint a mediator within 14 days International Chamber of the service of a Dispute Notice Commerce (or such other further extension agreed by the Parties in writing“ICC”) either party may ask the President of the Law Society of England and Wales International Centre for Expertise to appoint an independent mediator on behalf expert, and the matters to be determined by such expert shall be those set out in the notice of intention to refer and the notice of intention to defend; d) Unless the Parties agree otherwise, any expert proceedings under this Section shall be required to follow the ICC Rules for Expertise in force as of Effective Date; e) The language of the Parties. 13.6 Mediation expert proceedings and the expert’s determinations shall be conducted in English; f) The Parties hereby agree to be bound by, to perform this RE Contract in accordance with, and underto implement, this Clause 13 as the case may be, the determination of the expert. Failure by reference one Party to the provisions act shall constitute a breach of this Agreement. 13.7 The Parties shall observe the instructions of the appointed mediator regarding the agreed terms of, and conduct of the mediation, and seek to resolve the dispute with the assistance of the mediator within the time-frame proposed by the mediator, or in the absence of any such proposed and agreed time-frame, within a period of 30 Business Days of appointment of the mediator (or such other period from appointment as shall be agreed in writing by the Parties) (the “Agreed Time-frame”). 13.8 If no terms are agreed regarding the appointment of the mediator under sub-Clause 13.5, or the Dispute is not resolved within the Agreed Timeframe, then the non-offending party may commence court proceedings. 13.9 The costs of the mediator will be borne equally by the Parties (unless agreed in writing otherwise between them). 13.10 The outcome, and terms, of settlement of the dispute, which is arrived at, and agreed by and between, the Parties, shall be confirmed in writing between them within 5 Business Days of the conclusion of the mediation, RE Contract and shall be formally confirmed by submitted to arbitration in accordance with Section 15.4 as the sole means of an executed and delivered settlement agreement between them (enforcing the “Settlement Agreement”). 13.11 Where the Parties fail to agree, or execute and deliver, of a Settlement Agreement, under sub- Clause 13.10, either party may request the mediator to provide a statement confirming what was agreed between the Parties at mediation (the “Settlement Statement”). 13.12 Either of the Parties may bring proceedings and sue upon the terms and basis of the Settlement Agreement or Settlement Statement, and enforce them, as if they were, for all intent and purpose, a judgment of the courts.determination; and