Common use of Disputes Related to Cooperation Clause in Contracts

Disputes Related to Cooperation. (1) If there is a dispute between Supplier and any Customer Third Party Supplier (any such combination of Supplier and Customer Third Party Supplier disputing parties, the "Disputing Parties"), or between Customer and Supplier, regarding the allocation of responsibility for an issue or Service Problem between Supplier and such Customer Third Party Supplier (each such dispute, a "Supplier Dispute"), at the request of Customer Party, Supplier shall use commercially reasonable efforts to resolve such Supplier Dispute without Customer's intervention no later than five business days after such request. If the Disputing Parties are not able to resolve such Supplier Dispute within such time period, Supplier shall (a) advise Customer Party in writing of the Supplier Dispute as soon as reasonably possible, (b) provide information to Customer Party concerning the Supplier Dispute and (c) provide Supplier's recommendation for remedying the Supplier Dispute. Customer Party may require (x) additional information concerning the Supplier Dispute and (y) the Disputing Parties to attend meetings to determine the appropriate resolution of the Supplier Dispute. (2) [****]. Notwithstanding the Supplier Dispute, Customer Party shall after such date pay Supplier Party for such services performed after such date using the applicable hourly rates set forth in Exhibit 4. If Supplier Party wishes to pursue further the resolution of the Supplier Dispute, Supplier Party shall submit the issue to Customer Party for an expedited dispute resolution process within five business days of Customer Party's direction to commence the applicable services. The Contracting Parties shall consider the Supplier Dispute in accordance with the dispute resolution procedures set forth in Section 29.04; provided, however, that such dispute resolution process shall be completed as between the Contracting Parties within 15 days of its submittal. If, after such 15 day period, the Contracting Parties remain in disagreement, either Contracting Party may submit the dispute to a court of competent jurisdiction, subject to Section 29.09. Pending final adjudication of the dispute by such court, Supplier shall continue to perform such services in accordance with the terms of this Agreement. If it is determined, either through the dispute resolution procedures set forth in Section 29.04 or final adjudication of such dispute by a court, that Supplier is not responsible under this Agreement for curing the disputed Service Problem, Customer Party shall pay Supplier Party (using the applicable hourly rates set forth in Exhibit 4) for any additional costs and expenses incurred (that were not otherwise reimbursed by Customer Party pursuant to this Section 9.03(2)) as a result of Supplier's efforts to correct such disputed Service Problem, along with Interest on such payments calculated from the date payment should have been made. If it is so determined that Supplier is responsible under this Agreement for curing the disputed Service Problem, Supplier Party shall refund any amounts paid by Customer Party to Supplier Party for Supplier's efforts to correct the disputed Service Problem, along with Interest on such payments calculated from the date of payment.

Disputes Related to Cooperation. (1) If there is a dispute between Supplier and any Customer Third Party Supplier (any such combination of Supplier and Customer Third Party Supplier disputing parties, the "Disputing Parties"), or between Customer and Supplier, regarding the allocation of responsibility for an issue or Service Problem between Supplier and such Customer Third Party Supplier (each such dispute, a "Supplier Dispute"), at the request of Customer Party, Supplier Cognizant Group shall use commercially reasonable efforts to resolve such Supplier any Service Problem Dispute without Customer's NAIC Group’s intervention no later than five business days after receipt of notice of such request. Service Problem Dispute. (2) If Cognizant Group and the Disputing Parties Other Supplier are not able to resolve such Supplier Service Problem Dispute within such time period, Supplier shall : (a) Cognizant Group shall: (i) promptly advise Customer Party NAIC in writing of the Supplier Dispute as soon as reasonably possible, Service Problem Dispute; (bii) provide information to Customer Party NAIC concerning the Supplier Dispute Service Problem Dispute; and (ciii) provide Supplier's Cognizant Group’s recommendation for remedying the Supplier Service Problem Dispute. Customer Party NAIC may require (x) request additional information concerning the Supplier Service Problem Dispute and (y) require Cognizant Group and the Disputing Parties Other Supplier to attend meetings to determine the appropriate resolution of the Supplier Service Problem Dispute.; and (2b) [****]NAIC may direct either Cognizant Group or the Other Supplier to begin to perform any services necessary to cure the Service Problem based on NAIC’s reasonable belief regarding which party has responsibility to provide the disputed services. Notwithstanding the Supplier DisputeIf NAIC directs Cognizant Group to perform such services, Customer Party NAIC shall after so inform Cognizant Group and Cognizant Group shall promptly commence performance of such date pay Supplier Party for services. Subject to Section 6.03(3), any such services performed after such date using the applicable hourly rates set forth in Exhibit 4by Cognizant Group shall be performed at no additional cost or expense to NAIC Group. – NAIC Confidential – (3) If Supplier either MSA Contracting Party wishes to pursue further the resolution of the Supplier Service Problem Dispute, Supplier Party shall submit the issue to Customer Party for an expedited dispute resolution process within five business days of Customer Party's direction to commence the applicable services. The Contracting Parties shall consider the Supplier Dispute in accordance with the dispute resolution procedures set forth in Section 29.04; provided, however, that such dispute resolution process shall be completed as between the Contracting Parties within 15 days of its submittal. If, after such 15 day period, the Contracting Parties remain in disagreement, either MSA Contracting Party may submit the dispute issue to a court of competent jurisdiction, subject to Section 29.09the other MSA Contracting Party for resolution in accordance with the Dispute Resolution Procedures. Pending final adjudication of the dispute by such courta dispute, Supplier Cognizant Group shall continue to perform such the services in accordance with the terms of this Agreement. If it is determined, either determined through the dispute resolution procedures set forth in Section 29.04 or final adjudication of such dispute by a court, Dispute Resolution Procedures that Supplier Cognizant Group is not responsible under this Agreement for curing the disputed Service Problem, Customer Party NAIC shall pay Supplier Party compensate Cognizant Group (using the applicable hourly rates set forth in Exhibit 4the applicable SOW) for any additional costs and expenses incurred (that were not otherwise reimbursed by Customer Party pursuant Cognizant Group’s performance of the services necessary to this Section 9.03(2)) as a result of Supplier's efforts to correct such disputed cure the Service Problem, along with Interest on such payments calculated from the date payment should have been made. If it is so determined that Supplier Cognizant Group is responsible under this Agreement for curing the disputed Service Problem, Supplier Party Cognizant Group shall refund any amounts paid by Customer Party NAIC Group to Supplier Party Cognizant Group for Supplier's Cognizant Group’s efforts to correct the disputed Service Problem, along with Interest on such payments calculated from the date of payment.

Disputes Related to Cooperation. (1) If there is a dispute between Supplier and any Customer Third Party Supplier (any such combination of Supplier and Customer Third Party Supplier disputing parties, the "“Disputing Parties"”), or between Customer and Supplier, regarding the allocation of responsibility for an issue or Service Problem between Supplier and such Customer Third Party Supplier (each such dispute, a "“Supplier Dispute"”), at the request of Customer Party, Supplier shall use commercially reasonable efforts to resolve such Supplier Dispute without Customer's ’s intervention no later than five business days after such request. If the Disputing Parties are not able to resolve such Supplier Dispute within such time period, Supplier shall (a) advise Customer Party in writing of the Supplier Dispute as soon as reasonably possible, (b) provide information to Customer Party concerning the Supplier Dispute and (c) provide Supplier's ’s recommendation for remedying the Supplier Dispute. Customer Party may require (x) additional information concerning the Supplier Dispute and (y) the Disputing Parties to attend meetings to determine the appropriate resolution of the Supplier Dispute. (2) [****]. Notwithstanding the Supplier Dispute, Customer Party shall after such date pay Supplier Party for such services performed after such date using the applicable hourly rates set forth in Exhibit 4. If Supplier Party wishes to pursue further the resolution of the Supplier Dispute, Supplier Party shall submit the issue to Customer Party for an expedited dispute resolution process within five business days of Customer Party's ’s direction to commence the applicable services. The Contracting Parties shall consider the Supplier Dispute in accordance with the dispute resolution procedures set forth in Section 29.04; provided, however, that such dispute resolution process shall be completed as between the Contracting Parties within 15 days of its submittal. If, after such 15 day – Broadridge Confidential; IBM Confidential – 30 Confidential Treatment is Requested by Broadridge Financial Solutions, Inc. Pursuant to 17 C.F.R. 200.83 period, the Contracting Parties remain in disagreement, either Contracting Party may submit the dispute to a court of competent jurisdiction, subject to Section 29.09. Pending final adjudication of the dispute by such court, Supplier shall continue to perform such services in accordance with the terms of this Agreement. If it is determined, either through the dispute resolution procedures set forth in Section 29.04 or final adjudication of such dispute by a court, that Supplier is not responsible under this Agreement for curing the disputed Service Problem, Customer Party shall pay Supplier Party (using the applicable hourly rates set forth in Exhibit 4) for any additional costs and expenses incurred (that were not otherwise reimbursed by Customer Party pursuant to this Section 9.03(2)) as a result of Supplier's ’s efforts to correct such disputed Service Problem, along with Interest on such payments calculated from the date payment should have been made. If it is so determined that Supplier is responsible under this Agreement for curing the disputed Service Problem, Supplier Party shall refund any amounts paid by Customer Party to Supplier Party for Supplier's ’s efforts to correct the disputed Service Problem, along with Interest on such payments calculated from the date of payment.

Disputes Related to Cooperation. (1) If there is a dispute between Supplier and any Customer Third Party Supplier (any such combination of Supplier and Customer Third Party Supplier disputing parties, the "“Disputing Parties"”), or between Customer and Supplier, regarding the allocation of responsibility for an issue or Service Problem between Supplier and such Customer Third Party Supplier (each such dispute, a "“Supplier Dispute"”), at the request of Customer Party, Supplier shall use commercially reasonable efforts to resolve such Supplier Dispute without Customer's ’s intervention no later than five business days after such request. If the Disputing Parties are not able to resolve such Supplier Dispute within such time period, Supplier shall (a) advise Customer Party in writing of the Supplier Dispute as soon as reasonably possible, (b) provide information to Customer Party concerning the Supplier Dispute and (c) provide Supplier's ’s recommendation for remedying the Supplier Dispute. Customer Party may require (x) additional information concerning the Supplier Dispute and (y) the Disputing Parties to attend meetings to determine the appropriate resolution of the Supplier Dispute. (2) [****]. Notwithstanding the Supplier Dispute, Customer Party shall after such date pay Supplier Party for such services performed after such date using the applicable hourly rates set forth in Exhibit 4. If Supplier Party wishes to pursue further the resolution of the Supplier Dispute, Supplier Party shall submit the issue to Customer Party for an expedited dispute resolution process within five business days of Customer Party's ’s direction to commence the applicable services. The Contracting Parties shall consider the Supplier Dispute in accordance with the dispute resolution procedures set forth in Section 29.04; provided, however, that such dispute resolution process shall be completed as between the Contracting Parties within 15 days of its submittal. If, after such 15 day period, the Contracting Parties remain in disagreement, either Contracting Party may submit the dispute to a court of competent jurisdiction, subject to Section 29.09. Pending final adjudication of the dispute by such court, Supplier shall continue to perform such services in accordance with the terms of this Agreement. If it is determined, either through the dispute resolution procedures set forth in Section 29.04 or final adjudication of such dispute by a court, that Supplier is not responsible under this Agreement for curing the disputed Service Problem, Customer Party shall pay Supplier Party (using the applicable hourly rates set forth in Exhibit 4) for any additional costs and expenses incurred (that were not otherwise reimbursed by Customer Party pursuant to this Section 9.03(2)) as a result of Supplier's ’s efforts to correct such disputed Service Problem, along with Interest on such payments calculated from the date payment should have been made. If it is so determined that Supplier is responsible under this Agreement for curing the disputed Service Problem, Supplier Party shall refund any amounts paid by Customer Party to Supplier Party for Supplier's ’s efforts to correct the disputed Service Problem, along with Interest on such payments calculated from the date of payment.