Common use of ESCALATION PROCEDURES Clause in Contracts

ESCALATION PROCEDURES. A. The parties intend that, to the maximum extent practicable, they shall reach decisions hereunder cooperatively through the deliberations of the Alliance Committee and by consent of its members as described in Section 1.10. 1. In cases in which that does not occur (other than as to a question of patent validity or as to a matter left to the discretion of a party hereunder), either party may institute an Escalation Procedure in which a proposed Committee Action approved by at least two members of the Alliance Committee, is provided in writing to each party's Escalation Officer. Such Escalation Officers shall discuss the proposed Committee Action, and shall meet with respect thereto if either of them believes a meeting or meetings to be useful. If the Escalation Officers do not resolve the matter by either approving the proposed Committee Action (whether or not in a revised form) or agreeing to reject it, within thirty (30) days (or such lesser or longer period as they may agree is a useful period for their discussions), then either of them may institute a formal mediation of such matter pursuant to Section 12.2. B. Any dispute or difference (other than as to a question relating to patent validity or as to a matter left to the discretion of a party hereunder), between the parties arising out of or in connection with this Agreement, including without limitation a disagreement over a proposed Committee Action, that cannot be resolved by the consent of the Escalation Officer of each party shall be referred to mediation before any party resorts to arbitration, litigation, or other dispute resolution procedure. Unless the parties agree otherwise, the mediation will be conducted in accordance with The CPR Mediation Procedure for Business Disputes (Revised 1994) of the CPR Institute for Dispute Resolution by a mediator who has had both training and experience as a mediator of general corporate and commercial matters. If the parties cannot agree on a mediator, then the mediator will be selected by the President of the CPR Institute for Dispute Resolution in accordance with the criteria set forth in the preceding sentence. Within thirty days after the selection of the mediator, the parties and their respective attorneys will meet with the mediator for one mediation session of at least four hours. If the dispute cannot be settled during such mediation session or during any mutually agreed continuation of such session, any party to this Agreement may give to the mediator and the other party to this Agreement written notice declaring the mediation process at an end, and such dispute will be resolved by arbitration pursuant to Section 13. All discussions pursuant to this section will be confidential and will be treated as compromise and settlement discussions. Nothing said or disclosed, and no document produced, in the course of such discussions which is not independently discoverable may be offered or received as evidence or used for impeachment or for any other purpose in any arbitration or litigation. The costs of any mediation pursuant to this section will be shared equally by the parties to this Agreement. Each party to this Agreement acknowledges receipt of a copy of The CPR Model Mediation Procedure for Business Disputes (Revised 1994) of the CPR Institute for Dispute Resolution. The use of mediation will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either party, and in particular either party may seek a preliminary injunction or other interim judicial relief at any time if in its judgment such action is necessary to avoid irreparable damage.

ESCALATION PROCEDURES. A. The parties intend that, to the maximum extent practicable, they shall reach decisions hereunder cooperatively through the deliberations (a) Each of the Alliance Committee parties shall escalate and by consent negotiate, in good faith, any claim or dispute that has not been satisfactorily resolved between the parties at the level where the issue is discovered and has immediate impact (excluding issues of its members as described title to work product, which shall be initially addressed at the general counsel level but otherwise pursuant to Section 11.2(b) following). To this end, each party shall escalate any and all unresolved disputes or claims in accordance with this Section 1.10. 111.2 at any time to persons responsible for the administration of the relationship reflected in this TEAM Software License Agreement. In cases in which that does not occur (other than as to a question The location, format, frequency, duration and conclusion of patent validity or as to a matter these elevated discussions shall be left to the discretion of a party hereunder), either party may institute an Escalation Procedure in which a proposed Committee Action approved by at least two members of the Alliance Committee, is provided in writing to each party's Escalation Officer. Such Escalation Officers shall discuss the proposed Committee Action, and shall meet with respect thereto if either of them believes a meeting or meetings to be usefulrepresentatives involved. If the Escalation Officers such parties do not resolve the matter by either approving the proposed Committee Action underlying dispute within ten (whether or not in a revised form10) or agreeing Days of its escalation to reject it, within thirty (30) days (or such lesser or longer period as they may agree is a useful period for their discussions)them, then either party may notify the other in writing that he/she desires to elevate the dispute or claim to the President of them may institute a formal mediation RMSS and the President of such matter pursuant to Section 12.2Licensee or their designated representative(s) for resolution. B. Any (b) Upon receipt by a party of a written notice escalating the dispute to the company president level, the President of RMSS and the President of Licensee or their designated representative(s) shall promptly communicate with his/her counter party, negotiate in good faith and use reasonable efforts to resolve such dispute or difference (other than as to a question relating to patent validity or as to a matter claim. The location, format, frequency, duration and conclusion of these elevated discussions shall be left to the discretion of a party hereunder)the representatives involved. Upon agreement, between the parties arising out of or in connection with this Agreement, including without limitation a disagreement over a proposed Committee Action, that cannot be resolved by the consent of the Escalation Officer of each party shall be referred to mediation before any party resorts to arbitration, litigation, or such representatives may utilize other alternative dispute resolution procedure. Unless procedures to assist in the parties agree otherwise, the mediation will be conducted in accordance with The CPR Mediation Procedure for Business Disputes (Revised 1994) of the CPR Institute for Dispute Resolution by a mediator who has had both training and experience as a mediator of general corporate and commercial mattersnegotiations. If the parties canhave not agree on a mediator, then resolved the mediator will be selected by the President dispute within ten (10) Days after receipt of the CPR Institute for Dispute Resolution in accordance with the criteria set forth in the preceding sentence. Within thirty days after the selection of the mediator, the parties and their respective attorneys will meet with the mediator for one mediation session of at least four hours. If notice elevating the dispute cannot be settled during such mediation session or during any mutually agreed continuation of such session, any party to this Agreement level, either may give once again escalate the dispute to the mediator and the other party to this Agreement written notice declaring the mediation process at an end, and such dispute will be resolved by arbitration pursuant to Section 13. binding arbitration. (c) All discussions pursuant to this section will be confidential and will correspondence among the representatives for purposes of these negotiations shall be treated as compromise Proprietary Information developed for purposes of settlement, exempt from discovery and settlement discussions. Nothing said or disclosedproduction, and no document produced, in the course of such discussions which is shall not independently discoverable may be offered or received as evidence or used for impeachment or for any other purpose admissible in any arbitration subsequent proceedings between the parties. Documents identified in or litigation. The costs of any mediation pursuant to this section will be shared equally by the parties to this Agreement. Each party to this Agreement acknowledges receipt of a copy of The CPR Model Mediation Procedure provided with such communications, which are not prepared for Business Disputes (Revised 1994) purposes of the CPR Institute for Dispute Resolution. The use of mediation will negotiations, are not so exempted and may, if otherwise admissible, be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either party, and admitted in particular either party may seek a preliminary injunction or other interim judicial relief at any time if evidence in its judgment such action is necessary to avoid irreparable damagesubsequent proceeding.

ESCALATION PROCEDURES. A. The parties intend that, to the maximum extent practicable, they shall reach decisions hereunder cooperatively through the deliberations (a) Each of the Alliance Committee parties shall escalate and by consent negotiate, in good faith, any claim or dispute that has not been satisfactorily resolved between the parties at the level where the issue is discovered and has immediate impact (excluding issues of its members as described title to work product, which shall be initially addressed at the general counsel level but otherwise pursuant to Section 11.2(b) following). To this end, each party shall escalate any and all unresolved disputes or claims in accordance with this Section 1.10. 111.2 at any time to persons responsible for the administration of the relationship reflected in this SIMON Software License Agreement. In cases in which that does not occur (other than as to a question The location, format, frequency, duration and conclusion of patent validity or as to a matter these elevated discussions shall be left to the discretion of a party hereunder), either party may institute an Escalation Procedure in which a proposed Committee Action approved by at least two members of the Alliance Committee, is provided in writing to each party's Escalation Officer. Such Escalation Officers shall discuss the proposed Committee Action, and shall meet with respect thereto if either of them believes a meeting or meetings to be usefulrepresentatives involved. If the Escalation Officers such parties do not resolve the matter by either approving the proposed Committee Action underlying dispute within ten (whether or not in a revised form10) or agreeing Days of its escalation to reject it, within thirty (30) days (or such lesser or longer period as they may agree is a useful period for their discussions)them, then either party may notify the other in writing that he/she desires to elevate the dispute or claim to the President of them may institute a formal mediation RMSS and the President of such matter pursuant to Section 12.2Licensee or their designated representative(s) for resolution. B. Any (b) Upon receipt by a party of a written notice escalating the dispute to the company president level, the President of RMSS and the President of Licensee or their designated representative(s) shall promptly communicate with his/her counter party, negotiate in good faith and use reasonable efforts to resolve such dispute or difference (other than as to a question relating to patent validity or as to a matter claim. The location, format, frequency, duration and conclusion of these elevated discussions shall be left to the discretion of a party hereunder)the representatives involved. Upon agreement, between the parties arising out of or in connection with this Agreement, including without limitation a disagreement over a proposed Committee Action, that cannot be resolved by the consent of the Escalation Officer of each party shall be referred to mediation before any party resorts to arbitration, litigation, or such representatives may utilize other alternative dispute resolution procedure. Unless procedures to assist in the parties agree otherwise, the mediation will be conducted in accordance with The CPR Mediation Procedure for Business Disputes (Revised 1994) of the CPR Institute for Dispute Resolution by a mediator who has had both training and experience as a mediator of general corporate and commercial mattersnegotiations. If the parties canhave not agree on a mediator, then resolved the mediator will be selected by the President dispute within ten (10) Days after receipt of the CPR Institute for Dispute Resolution in accordance with the criteria set forth in the preceding sentence. Within thirty days after the selection of the mediator, the parties and their respective attorneys will meet with the mediator for one mediation session of at least four hours. If notice elevating the dispute cannot be settled during such mediation session or during any mutually agreed continuation of such session, any party to this Agreement level, either may give once again escalate the dispute to the mediator and the other party to this Agreement written notice declaring the mediation process at an end, and such dispute will be resolved by arbitration pursuant to Section 13. binding arbitration. (c) All discussions pursuant to this section will be confidential and will correspondence among the representatives for purposes of these negotiations shall be treated as compromise Proprietary Information developed for purposes of settlement, exempt from discovery and settlement discussions. Nothing said or disclosedproduction, and no document produced, in the course of such discussions which is shall not independently discoverable may be offered or received as evidence or used for impeachment or for any other purpose admissible in any arbitration subsequent proceedings between the parties. Documents identified in or litigation. The costs of any mediation pursuant to this section will be shared equally by the parties to this Agreement. Each party to this Agreement acknowledges receipt of a copy of The CPR Model Mediation Procedure provided with such communications, which are not prepared for Business Disputes (Revised 1994) purposes of the CPR Institute for Dispute Resolution. The use of mediation will negotiations, are not so exempted and may, if otherwise admissible, be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either party, and admitted in particular either party may seek a preliminary injunction or other interim judicial relief at any time if evidence in its judgment such action is necessary to avoid irreparable damagesubsequent proceeding.

ESCALATION PROCEDURES. A. The parties intend that, to the maximum extent practicable, they shall reach decisions hereunder cooperatively through the deliberations (a) Each of the Alliance Committee parties shall escalate and by consent negotiate, in good faith, any claim or dispute that has not been satisfactorily resolved between the parties at the level where the issue is discovered and has immediate impact (excluding issues of its members as described title to work product, which shall be initially addressed at the general counsel level). To this end, each party shall escalate any and all unresolved disputes or claims in accordance with this Section 1.10. 1at any time to persons responsible for the administration of the relationship reflected in this License Agreement. In cases in which that does not occur (other than as to a question The location, format, frequency, duration and conclusion of patent validity or as to a matter these elevated discussions shall be left to the discretion of a party hereunder), either party may institute an Escalation Procedure in which a proposed Committee Action approved by at least two members of the Alliance Committee, is provided in writing to each party's Escalation Officer. Such Escalation Officers shall discuss the proposed Committee Action, and shall meet with respect thereto if either of them believes a meeting or meetings to be usefulrepresentatives involved. If the Escalation Officers such parties do not resolve the matter by either approving the proposed Committee Action underlying dispute within ten (whether or not in a revised form10) or agreeing Days of its escalation to reject it, within thirty (30) days (or such lesser or longer period as they may agree is a useful period for their discussions)them, then either party may notify the other in writing that he/she desires to elevate the dispute or claim to the President of them may institute a formal mediation FIS and the President of such matter pursuant to Section 12.2FNT or their designated representative(s) for resolution. B. Any (b) Upon receipt by a party of a written notice escalating the dispute to the company president level, the President of FIS and the President of FNT or their designated representative(s) shall promptly communicate with his/her counter party, negotiate in good faith and use reasonable efforts to resolve such dispute or difference (other than as to a question relating to patent validity or as to a matter claim. The location, format, frequency, duration and conclusion of these elevated discussions shall be left to the discretion of a party hereunder)the representatives involved. Upon agreement, between the parties arising out of or in connection with this Agreement, including without limitation a disagreement over a proposed Committee Action, that cannot be resolved by the consent of the Escalation Officer of each party shall be referred to mediation before any party resorts to arbitration, litigation, or such representatives may utilize other alternative dispute resolution procedure. Unless procedures to assist in the parties agree otherwise, the mediation will be conducted in accordance with The CPR Mediation Procedure for Business Disputes (Revised 1994) of the CPR Institute for Dispute Resolution by a mediator who has had both training and experience as a mediator of general corporate and commercial mattersnegotiations. If the parties canhave not agree on a mediator, then resolved the mediator will be selected by the President dispute within ten (10) Days after receipt of the CPR Institute for Dispute Resolution in accordance with the criteria set forth in the preceding sentence. Within thirty days after the selection of the mediator, the parties and their respective attorneys will meet with the mediator for one mediation session of at least four hours. If notice elevating the dispute cannot be settled during such mediation session or during any mutually agreed continuation of such session, any party to this Agreement level, either may give once again escalate the dispute to the mediator and the other party to this Agreement written notice declaring the mediation process at an end, and such dispute will be resolved by arbitration pursuant to Section 13. binding arbitration. (c) All discussions pursuant to this section will be confidential and will correspondence among the representatives for purposes of these negotiations shall be treated as compromise Proprietary Information developed for purposes of settlement, exempt from discovery and settlement discussions. Nothing said or disclosedproduction, and no document produced, in the course of such discussions which is shall not independently discoverable may be offered or received as evidence or used for impeachment or for any other purpose admissible in any arbitration subsequent proceedings between the parties. Documents identified in or litigation. The costs of any mediation pursuant to this section will be shared equally by the parties to this Agreement. Each party to this Agreement acknowledges receipt of a copy of The CPR Model Mediation Procedure provided with such communications, which are not prepared for Business Disputes (Revised 1994) purposes of the CPR Institute for Dispute Resolution. The use of mediation will negotiations, are not so exempted and may, if otherwise admissible, be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either party, and admitted in particular either party may seek a preliminary injunction or other interim judicial relief at any time if evidence in its judgment such action is necessary to avoid irreparable damagesubsequent proceeding.

ESCALATION PROCEDURES. A. The parties intend that, (a) If the negotiations conducted pursuant to Section 7.16 do not lead to resolution of the underlying dispute or claim to the maximum extent practicablesatisfaction of a Party involved in such negotiations, they shall reach decisions hereunder cooperatively through then either Party may notify the deliberations other in writing that it desires to escalate the dispute or claim to the Parties’ Relationship Managers for resolution. (i) Level 1: The respective Relationship Managers for each Party will meet and attempt in good faith to resolve the dispute within 30 days of receipt of the Alliance Committee and by consent of its members as described in Section 1.10notification. 1(ii) Level 2: If the conflict is not resolved within such 30 day period, either Business Group Executive shall escalate the dispute or claim to his/her executive level officer who will notify his/her counterpart at the other Party of the need to resolve the dispute or claim. In cases The Parties will then have 30 days from receipt of the notification to meet and attempt in which that does not occur good faith to resolve the claim or dispute. (other than as to a question iii) The location, format, frequency, duration and conclusion of patent validity or as to a matter these elevated discussions shall be left to the discretion of a the Parties’ representatives involved. Upon agreement, the representatives may utilize other alternative dispute resolution procedures to assist in the negotiations. Discussions and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, exempt from discovery and production, which shall not be admissible in subsequent proceedings between the Parties. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in such subsequent proceeding. CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (b) If the conflict is not resolved by either Level 1 or Level 2 intervention, then either party hereunder)may request in writing that the Parties resolve the conflict by either mediation or binding arbitration. If the Parties cannot agree to submit to either mediation or binding arbitration, either party may institute an Escalation Procedure take any legal or equitable action available under Georgia law. (c) During any conflict resolution, Servicer agrees to provide services to Lender owed under this Origination Agreement relating to items not in which a proposed Committee Action approved by at least two members dispute, to the extent practicable pending resolution of the Alliance Committee, is provided in writing conflict. Lender agrees to each party's Escalation Officer. Such Escalation Officers shall discuss the proposed Committee Action, and shall meet with respect thereto if either of them believes a meeting pay invoices or meetings to be useful. If the Escalation Officers do portions thereof that are not resolve the matter by either approving the proposed Committee Action (whether or not in a revised form) or agreeing to reject it, within thirty (30) days (or such lesser or longer period as they may agree is a useful period for their discussions), then either of them may institute a formal mediation of such matter pursuant to Section 12.2. B. Any dispute or difference (other than as to a question relating to patent validity or as to a matter left related to the discretion of a party hereunder), between the parties arising out of or in connection with this Agreement, including without limitation a disagreement over a proposed Committee Action, that cannot be resolved by the consent of the Escalation Officer of each party shall be referred to mediation before any party resorts to arbitration, litigation, or other dispute resolution procedure. Unless the parties agree otherwise, the mediation will be conducted in accordance with The CPR Mediation Procedure for Business Disputes (Revised 1994) of the CPR Institute for Dispute Resolution by a mediator who has had both training and experience as a mediator of general corporate and commercial matters. If the parties cannot agree on a mediator, then the mediator will be selected by the President of the CPR Institute for Dispute Resolution in accordance with the criteria set forth in the preceding sentence. Within thirty days after the selection of the mediator, the parties and their respective attorneys will meet with the mediator for one mediation session of at least four hours. If the dispute cannot be settled during such mediation session or during any mutually agreed continuation of such session, any party to this Agreement may give to the mediator and the other party to this Agreement written notice declaring the mediation process at an end, and such dispute will be resolved by arbitration pursuant to Section 13. All discussions pursuant to this section will be confidential and will be treated as compromise and settlement discussions. Nothing said or disclosed, and no document produced, in the course of such discussions which is not independently discoverable may be offered or received as evidence or used for impeachment or for any other purpose in any arbitration or litigation. The costs of any mediation pursuant to this section will be shared equally by the parties to this Origination Agreement. Each party to this Agreement acknowledges receipt of a copy of The CPR Model Mediation Procedure for Business Disputes (Revised 1994) of the CPR Institute for Dispute Resolution. The use of mediation will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either party, and in particular either party may seek a preliminary injunction or other interim judicial relief at any time if in its judgment such action is necessary to avoid irreparable damage.

ESCALATION PROCEDURES. A. The parties intend that, to the maximum extent practicable, they shall reach decisions hereunder cooperatively through the deliberations Each of the Alliance Committee and by consent of its members as parties agrees to negotiate, in good faith, any claim or dispute that has not been satisfactorily resolved following the resolution procedures described in Section 1.109.2. To this end, each party shall escalate any and all unresolved disputes or claims in accordance with subsections 9.3.1 and 9.3.2 before taking further action. 19.3.1 If the negotiations conducted pursuant to Section 9.2 do not lead to resolution of the underlying dispute or claim to the satisfaction of a party involved in such negotiations, then either party may within ten (10) business days notify the other in writing that he/she desires to elevate the dispute or claim to the Account Relationship Managers of both parties for resolution. In cases Upon receipt by the other party of such written notice, the dispute or claim shall be so elevated and the parties’ Account Relationship Managers shall have a period of thirty (30) days within which to negotiate in which that does not occur (other than as good faith and each use its reasonable best efforts to a question resolve such dispute or claim. The location, format, frequency, duration and conclusion of patent validity or as to a matter these elevated discussions shall be left to the discretion of the representatives involved. Upon agreement, the representatives may utilize other alternative dispute resolution procedures to assist in the negotiations. 9.3.2 If the negotiations conducted pursuant to subsection 9.3.1 do not lead to resolution of the underlying dispute or claim to the satisfaction of a party hereunder)involved in such negotiations, then either party may institute an Escalation Procedure in which a proposed Committee Action approved by at least two members of within ten (10) business days notify the Alliance Committee, is provided other in writing that he/she desires to each party's Escalation Officerelevate the dispute or claim to the FIS’s executive level and Client’s executive level for resolution. Such Escalation Officers Upon receipt by the other party of such written notice, the dispute or claim shall discuss the proposed Committee Action, be so elevated and FIS’s executive level and Client’s executive level shall meet with respect thereto if either have a period of them believes a meeting or meetings to be useful. If the Escalation Officers do not resolve the matter by either approving the proposed Committee Action (whether or not in a revised form) or agreeing to reject it, within thirty (30) days (or within which to negotiate in good faith and each use it’s commercially reasonable efforts to resolve such lesser or longer period as they may agree is a useful period for their discussions), then either of them may institute a formal mediation of such matter pursuant to Section 12.2. B. Any dispute or difference (other than as to a question relating to patent validity or as to a matter claim. The location, format, frequency, duration and conclusion of these elevated discussions shall be left to the discretion of a party hereunder)the representatives involved. Upon agreement, between the parties arising out of or in connection with this Agreement, including without limitation a disagreement over a proposed Committee Action, that cannot be resolved by the consent of the Escalation Officer of each party shall be referred to mediation before any party resorts to arbitration, litigation, or representatives may utilize other alternative dispute resolution procedure. Unless the parties agree otherwise, the mediation will be conducted in accordance with The CPR Mediation Procedure for Business Disputes (Revised 1994) of the CPR Institute for Dispute Resolution by a mediator who has had both training and experience as a mediator of general corporate and commercial matters. If the parties cannot agree on a mediator, then the mediator will be selected by the President of the CPR Institute for Dispute Resolution in accordance with the criteria set forth procedures to assist in the preceding sentence. Within thirty days after the selection of the mediator, the parties and their respective attorneys will meet with the mediator for one mediation session of at least four hours. If the dispute cannot be settled during such mediation session or during any mutually agreed continuation of such session, any party to this Agreement may give to the mediator and the other party to this Agreement written notice declaring the mediation process at an end, and such dispute will be resolved by arbitration pursuant to Section 13. All discussions pursuant to this section will be confidential and will be treated as compromise and settlement discussions. Nothing said or disclosed, and no document produced, in the course of such discussions which is not independently discoverable may be offered or received as evidence or used for impeachment or for any other purpose in any arbitration or litigation. The costs of any mediation pursuant to this section will be shared equally by the parties to this Agreement. Each party to this Agreement acknowledges receipt of a copy of The CPR Model Mediation Procedure for Business Disputes (Revised 1994) of the CPR Institute for Dispute Resolution. The use of mediation will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either party, and in particular either party may seek a preliminary injunction or other interim judicial relief at any time if in its judgment such action is necessary to avoid irreparable damagenegotiations.

ESCALATION PROCEDURES. A. The parties intend that, to the maximum extent practicable, they shall reach decisions hereunder cooperatively through the deliberations (a) Each of the Alliance Committee parties shall escalate and negotiate, in good faith, any claim or dispute that has not been satisfactorily resolved between the parties at the level where the issue is discovered and has immediate impact (excluding issues of title to work product, which shall be initially addressed at the general counsel level pursuant to Section 10.2(b) following) that has not been satisfactorily resolved by consent the Presidents of its members as described the particular business units or divisions involved. To this end, each party shall escalate any and all unresolved disputes or claims in accordance with this Section 1.10. 110.2 at any time to persons responsible for the administration of the relationship reflected in this OTS Software License Agreement. In cases in which that does not occur (other than as to a question The location, format, frequency, duration and conclusion of patent validity or as to a matter these elevated discussions shall be left to the discretion of a party hereunder), either party may institute an Escalation Procedure in which a proposed Committee Action approved by at least two members of the Alliance Committee, is provided in writing to each party's Escalation Officer. Such Escalation Officers shall discuss the proposed Committee Action, and shall meet with respect thereto if either of them believes a meeting or meetings to be usefulrepresentatives involved. If the Escalation Officers such parties do not resolve the matter by either approving the proposed Committee Action underlying dispute within ten (whether or not in a revised form) or agreeing to reject it, within thirty (3010) days (or such lesser or longer period as they may agree is a useful period for their discussions)of its escalation to them, then either party may notify the other in writing that he/she desires to elevate the dispute or claim the President of them may institute a formal mediation RMSS and the President of such matter pursuant to Section 12.2Licensee or their designated representative(s) for resolution. B. Any (b) Upon receipt by a party of a written notice escalating the dispute to the company President level, the President of RMSS and the President of Licensee or their designated representative(s) shall promptly communicate with his/her counter party, negotiate in good faith and use reasonable efforts to resolve such dispute or difference (other than as to a question relating to patent validity or as to a matter claim. The location, format, frequency, duration and conclusion of these elevated discussions shall be left to the discretion of a party hereunder)the representatives involved. Upon agreement, between the parties arising out of or in connection with this Agreement, including without limitation a disagreement over a proposed Committee Action, that cannot be resolved by the consent of the Escalation Officer of each party shall be referred to mediation before any party resorts to arbitration, litigation, or such representatives may utilize other alternative dispute resolution procedure. Unless procedures to assist in the parties agree otherwise, the mediation will be conducted in accordance with The CPR Mediation Procedure for Business Disputes (Revised 1994) of the CPR Institute for Dispute Resolution by a mediator who has had both training and experience as a mediator of general corporate and commercial mattersnegotiations. If the parties canhave not agree on a mediator, then resolved the mediator will be selected by the President dispute ______ initials ______ initials within ten (10) days after receipt of the CPR Institute for Dispute Resolution in accordance with the criteria set forth in the preceding sentence. Within thirty days after the selection of the mediator, the parties and their respective attorneys will meet with the mediator for one mediation session of at least four hours. If notice elevating the dispute cannot be settled during such mediation session or during any mutually agreed continuation of such session, any party to this Agreement level, either may give once again escalate the dispute to the mediator and the other party to this Agreement written notice declaring the mediation process at an end, and such dispute will be resolved by arbitration pursuant to Section 13. binding arbitration. (c) All discussions pursuant to this section will be confidential and will correspondence among the representatives for purposes of these negotiations shall be treated as compromise Proprietary Information developed for purposes of settlement, exempt from discovery and settlement discussions. Nothing said or disclosedproduction, and no document produced, in the course of such discussions which is shall not independently discoverable may be offered or received as evidence or used for impeachment or for any other purpose admissible in any arbitration subsequent proceedings between the parties. Documents identified in or litigation. The costs of any mediation pursuant to this section will be shared equally by the parties to this Agreement. Each party to this Agreement acknowledges receipt of a copy of The CPR Model Mediation Procedure provided with such communications, which are not prepared for Business Disputes (Revised 1994) purposes of the CPR Institute for Dispute Resolution. The use of mediation will negotiations, are not so exempted and may, if otherwise admissible, be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either party, and admitted in particular either party may seek a preliminary injunction or other interim judicial relief at any time if evidence in its judgment such action is necessary to avoid irreparable damagesubsequent proceeding.

ESCALATION PROCEDURES. A. The parties intend that, to the maximum extent practicable, they shall reach decisions hereunder cooperatively through the deliberations (a) Each of the Alliance Committee parties shall escalate and negotiate, in good faith, any claim or dispute that has not been satisfactorily resolved between the parties at the level where the issue is discovered and has immediate impact (excluding issues of title to work product, which shall be initially addressed at the general counsel level pursuant to Section 10.2(b) following) that has not been satisfactorily resolved by consent the Presidents of its members as described the particular business units or divisions involved. To this end, each party shall escalate any and all unresolved disputes or claims in accordance with this Section 1.10. 110.2 at any time to persons responsible for the administration of the relationship reflected in this OTS Gold Software License Agreement. In cases in which that does not occur (other than as to a question The location, format, frequency, duration and conclusion of patent validity or as to a matter these elevated discussions shall be left to the discretion of a party hereunder), either party may institute an Escalation Procedure in which a proposed Committee Action approved by at least two members of the Alliance Committee, is provided in writing to each party's Escalation Officer. Such Escalation Officers shall discuss the proposed Committee Action, and shall meet with respect thereto if either of them believes a meeting or meetings to be usefulrepresentatives involved. If the Escalation Officers such parties do not resolve the matter by either approving the proposed Committee Action underlying dispute within ten (whether or not in a revised form) or agreeing to reject it, within thirty (3010) days (or such lesser or longer period as they may agree is a useful period for their discussions)of its escalation to them, then either party may notify the other in writing that he/she desires to elevate the dispute or claim the President of them may institute a formal mediation RMSS and the President of such matter pursuant to Section 12.2Licensee or their designated representative(s) for resolution. B. Any (b) Upon receipt by a party of a written notice escalating the dispute to the company President level, the President of RMSS and the President of Licensee or their designated representative(s) shall promptly communicate with his/her counter party, negotiate in good faith and use reasonable efforts to resolve such dispute or difference (other than as to a question relating to patent validity or as to a matter claim. The location, format, frequency, duration and conclusion of these elevated discussions shall be left to the discretion of a party hereunder)the representatives involved. Upon agreement, between the parties arising out of or in connection with this Agreement, including without limitation a disagreement over a proposed Committee Action, that cannot be resolved by the consent of the Escalation Officer of each party shall be referred to mediation before any party resorts to arbitration, litigation, or such representatives may utilize other alternative dispute resolution procedure. Unless procedures to assist in the parties agree otherwise, the mediation will be conducted in accordance with The CPR Mediation Procedure for Business Disputes (Revised 1994) of the CPR Institute for Dispute Resolution by a mediator who has had both training and experience as a mediator of general corporate and commercial mattersnegotiations. If the parties canhave not agree on a mediator, then resolved the mediator will be selected by the President dispute within ten (10) days after receipt of the CPR Institute for Dispute Resolution in accordance with the criteria set forth in the preceding sentence. Within thirty days after the selection of the mediator, the parties and their respective attorneys will meet with the mediator for one mediation session of at least four hours. If notice elevating the dispute cannot be settled during such mediation session or during any mutually agreed continuation of such session, any party to this Agreement level, either may give once again escalate the dispute to the mediator and the other party to this Agreement written notice declaring the mediation process at an end, and such dispute will be resolved by arbitration pursuant to Section 13. binding arbitration. (c) All discussions pursuant to this section will be confidential and will correspondence among the representatives for purposes of these negotiations shall be treated as compromise Proprietary Information developed for purposes of settlement, exempt from discovery and settlement discussions. Nothing said or disclosedproduction, and no document produced, in the course of such discussions which is shall not independently discoverable may be offered or received as evidence or used for impeachment or for any other purpose admissible in any arbitration subsequent proceedings 10 initials initials ------ ------ between the parties. Documents identified in or litigation. The costs of any mediation pursuant to this section will be shared equally by the parties to this Agreement. Each party to this Agreement acknowledges receipt of a copy of The CPR Model Mediation Procedure provided with such communications, which are not prepared for Business Disputes (Revised 1994) purposes of the CPR Institute for Dispute Resolution. The use of mediation will negotiations, are not so exempted and may, if otherwise admissible, be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either party, and admitted in particular either party may seek a preliminary injunction or other interim judicial relief at any time if evidence in its judgment such action is necessary to avoid irreparable damagesubsequent proceeding.

ESCALATION PROCEDURES. A. The parties intend that(a) All disputes, controversies, or claims arising out of or relating to this Agreement, (“Dispute(s)”) shall be settled as set forth in this Section 7.2 (unless excepted pursuant to Section 7.2(d), 12.2 or 16.3). Disputes shall be initially referred to the maximum extent practicableManagement Committee prior to escalation to First Tier Management (as defined below). If the Management Committee is unable to resolve, they shall reach decisions hereunder cooperatively through the deliberations or does not anticipate resolving, a Dispute within ten (10) days after referral of the Alliance Committee and by consent of its members as described in Section 1.10matter to it, then either party shall submit the Dispute to the First Tier Management. 1(b) Each party will designate a first tier manager, who will initially be the Senior Vice President - currently Xxxxxx Xxxxxxx, for FIS and Chief Administrative Officer of FNT, currently Xx Xxxxx for FNT (collectively, the “First Tier Management”). In cases The First Tier Management shall meet at least once every two (2) months during the first year hereunder, and thereafter with such frequency as the First Tier Management may mutually agree, but in which no event less frequently than once every ninety (90) days, for the purposes of (a) discussing the status of matters related to the Services, FIS performance, and any other matters and (b) resolving Disputes that does not occur (other than as may arise under this Agreement. The First Tier Management shall consider Disputes in the order such Disputes are brought before it. The First Tier Management shall negotiate in good faith and each use commercially reasonable efforts to a question resolve such Dispute. The location, format, frequency, duration and conclusion of patent validity or as to a matter these elevated discussions shall be left to the discretion of the representatives involved subject to the last sentence of this Subsection 7.2(b). Upon agreement, the representatives may utilize other alternative dispute resolution procedures to assist in the negotiations. Discussions and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, exempt from discovery and production, which shall not be admissible in subsequent proceedings between the parties. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in such subsequent proceeding. If the First Tier management is unable to resolve, or does not anticipate resolving, a Dispute within twenty (20) days after referral to it, the parties must submit the Dispute to the Executive Management (as defined below) pursuant to Subsection 7.2(c). (c) If the negotiations conducted pursuant to Section 7.2(b) do not lead to resolution of the underlying Dispute to the satisfaction of a party hereunder)involved in such negotiations, then either party may institute an Escalation Procedure notify the other in which a proposed Committee Action approved writing that it desires to elevate the Dispute to the President of FIS, currently Xxxx Xxxxxx, and the President of FNT, currently Xxxxx Xxxxx, (collectively, the “Executive Management”) for resolution. Upon receipt by at least two members the other party of such written notice, the Dispute shall be so elevated and the President of FIS and the President of FNT shall negotiate in good faith and each use commercially reasonable efforts to resolve such Dispute within thirty (30) days. The location, format, frequency, duration and conclusion of these elevated discussions shall be left to the discretion of the Alliance Committeerepresentatives involved. Upon mutual agreement, the Dispute may be mediated before either party may resort to litigation. Upon agreement, the representatives may utilize other alternative dispute resolution procedures to assist in the negotiations. Discussions and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, exempt from discovery and production, which shall not be admissible in any subsequent proceedings between the parties. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in such subsequent proceeding. (d) In the event that a Dispute is provided in writing to each party's Escalation Officer. Such Escalation Officers shall discuss the proposed Committee Action, and shall meet with respect thereto if either of them believes a meeting or meetings to be useful. If the Escalation Officers do not resolve the matter by either approving the proposed Committee Action (whether or not in a revised form) or agreeing to reject it, resolved within thirty (30) days (or such lesser or longer period as they may agree is a useful period for their discussions), then either after the referral of them may institute a formal mediation of such matter pursuant to Section 12.2. B. Any dispute or difference (other than as to a question relating to patent validity or as to a matter left the Dispute to the discretion of a Executive Management, either party hereunder), between may refer the parties arising out of or Dispute to binding arbitration in connection accordance with this Agreement, including without limitation a disagreement over a proposed Committee Action, that cannot be resolved by the consent then current versions of the Escalation Officer Commercial Arbitration Rules and Mediation Procedures of each party shall be referred to mediation before any party resorts to arbitration, litigation, or other dispute resolution procedurethe American Arbitration Association. Unless the parties agree otherwise, the mediation The arbitration will be conducted in accordance with Jacksonville, Florida in front of one mutually agreed upon arbitrator. The CPR Mediation Procedure for Business Disputes parties agree to participate in the management escalation process described in this Section 7.2 (Revised 1994the “Escalation Process”) to its conclusion and not to terminate negotiations concerning resolution of the CPR Institute for Dispute Resolution by a mediator who has had both training and experience as a mediator matters in dispute until the earlier of general corporate and commercial matters. If the parties cannot agree on a mediator, then the mediator will be selected by the President conclusion of the CPR Institute for Dispute Resolution in accordance with the criteria set forth in the preceding sentence. Within thirty days after the selection Escalation Process or termination or expiration of the mediator, the parties and their respective attorneys will meet with the mediator for one mediation session of at least four hours. If the dispute cannot be settled during such mediation session or during any mutually agreed continuation of such session, any party to this Agreement may give to the mediator and the other party to this Agreement written notice declaring the mediation process at an end, and such dispute will be resolved by arbitration pursuant to Section 13. All discussions pursuant to this section will be confidential and will be treated as compromise and settlement discussions. Nothing said or disclosed, and no document produced, in the course of such discussions which is not independently discoverable may be offered or received as evidence or used for impeachment or for any other purpose in any arbitration or litigation. The costs of any mediation pursuant to this section will be shared equally by the parties to this Agreement. Each party agrees not to this Agreement acknowledges receipt of a copy of The CPR Model Mediation Procedure for Business Disputes (Revised 1994) commence an arbitration action or seek other remedies prior to the conclusion of the CPR Institute for Dispute Resolution. The use of mediation will not be construed under the doctrines of lachesEscalation Process, waiver or estoppel to affect adversely the rights of either party, and in particular provided that either party may seek commence an arbitration action on any date (i) if, within the thirty (30) days thereafter, the commencement of a preliminary judicial claim might be barred by an applicable statute of limitations or (ii) in order to request an injunction or other interim judicial relief at any time if to prevent irreparable harm. In such event, the parties agree (except as prohibited by court order) to continue to participate in the Escalation Process to its judgment such action is necessary conclusion and to avoid irreparable damagetoll the statute of limitations until thirty (30) days after conclusion of the Escalation Process.

ESCALATION PROCEDURES. A. The parties intend that, to the maximum extent practicable, they shall reach decisions hereunder cooperatively through the deliberations (a) Each of the Alliance Committee parties shall escalate and negotiate, in good faith, any claim or dispute that has not been satisfactorily resolved between the parties at the level where the issue is discovered and has immediate impact (excluding issues of title to work product, which shall be initially addressed at the general counsel level pursuant to Section 10.2(b) following) that has not been satisfactorily resolved by consent the Presidents of its members as described the particular business units or divisions involved. To this end, each party shall escalate any and all unresolved disputes or claims in accordance with this Section 1.10. 110.2 at any time to persons responsible for the administration of the relationship reflected in this Software License Agreement. In cases in which that does not occur (other than as to a question The location, format, frequency, duration and conclusion of patent validity or as to a matter these elevated discussions shall be left to the discretion of a party hereunder), either party may institute an Escalation Procedure in which a proposed Committee Action approved by at least two members of the Alliance Committee, is provided in writing to each party's Escalation Officer. Such Escalation Officers shall discuss the proposed Committee Action, and shall meet with respect thereto if either of them believes a meeting or meetings to be usefulrepresentatives involved. If the Escalation Officers such parties do not resolve the matter by either approving the proposed Committee Action underlying dispute within ten (whether or not in a revised form) or agreeing to reject it, within thirty (3010) days (or such lesser or longer period as they may agree is a useful period for their discussions)of its escalation to them, then either party may notify the other in writing that he/she desires to elevate the dispute or claim the President of them may institute a formal mediation Fidelity National Information Solutions, Inc. and the President of such matter pursuant to Section 12.2Fidelity National Financial, Inc. or their designated representative(s) for resolution. B. Any (b) Upon receipt by a party of a written notice escalating the dispute to the company President level, the President of Fidelity National Information Solutions, Inc. and the President of Fidelity National Financial, Inc. or their designated representative(s) shall promptly communicate with his/her counter party, negotiate in good faith and use reasonable efforts to resolve such dispute or difference (other than as to a question relating to patent validity or as to a matter claim. The location, format, frequency, duration and conclusion of these elevated discussions shall be left to the discretion of a party hereunder)the representatives involved. Upon agreement, between the parties arising out of or in connection with this Agreement, including without limitation a disagreement over a proposed Committee Action, that cannot be resolved by the consent of the Escalation Officer of each party shall be referred to mediation before any party resorts to arbitration, litigation, or such representatives may utilize other alternative dispute resolution procedure. Unless procedures to assist in the parties agree otherwise, the mediation will be conducted in accordance with The CPR Mediation Procedure for Business Disputes (Revised 1994) of the CPR Institute for Dispute Resolution by a mediator who has had both training and experience as a mediator of general corporate and commercial mattersnegotiations. If the parties canhave not agree on a mediator, then resolved the mediator will be selected by the President dispute within ten (10) days after receipt of the CPR Institute for Dispute Resolution in accordance with the criteria set forth in the preceding sentence. Within thirty days after the selection of the mediator, the parties and their respective attorneys will meet with the mediator for one mediation session of at least four hours. If notice elevating the dispute cannot be settled during such mediation session or during any mutually agreed continuation of such session, any party to this Agreement level, either may give once again escalate the dispute to the mediator and the other party to this Agreement written notice declaring the mediation process at an end, and such dispute will be resolved by arbitration pursuant to Section 13. binding arbitration. (c) All discussions pursuant to this section will be confidential and will correspondence among the representatives for purposes of these negotiations shall be treated as compromise Proprietary Information developed for purposes of settlement, exempt from discovery and settlement discussions. Nothing said or disclosedproduction, and no document produced, in the course of such discussions which is shall not independently discoverable may be offered or received as evidence or used for impeachment or for any other purpose admissible in any arbitration subsequent proceedings between the parties. Documents identified in or litigation. The costs of any mediation pursuant to this section will be shared equally by the parties to this Agreement. Each party to this Agreement acknowledges receipt of a copy of The CPR Model Mediation Procedure provided with such communications, which are not prepared for Business Disputes (Revised 1994) purposes of the CPR Institute for Dispute Resolution. The use of mediation will negotiations, are not so exempted and may, if otherwise admissible, be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either party, and admitted in particular either party may seek a preliminary injunction or other interim judicial relief at any time if evidence in its judgment such action is necessary to avoid irreparable damagesubsequent proceeding.

ESCALATION PROCEDURES. A. The parties intend that, to the maximum extent practicable, they shall reach decisions hereunder cooperatively through the deliberations (a) Each of the Alliance Committee parties shall escalate and negotiate, in good faith, any claim or dispute that has not been satisfactorily resolved between the parties at the level where the issue is discovered and has immediate impact (excluding issues of title to work product, which shall be initially addressed at the general counsel level pursuant to Section 8.2(b) following) that has not been satisfactorily resolved by consent the Presidents of its members as described the particular business units or divisions involved. To this end, each party shall escalate any and all unresolved disputes or claims in accordance with this Section 1.10. 18.2 at any time to persons responsible for the administration of the relationship reflected in this Agreement. In cases in which that does not occur (other than as to a question The location, format, frequency, duration and conclusion of patent validity or as to a matter these elevated discussions shall be left to the discretion of a party hereunder), either party may institute an Escalation Procedure in which a proposed Committee Action approved by at least two members of the Alliance Committee, is provided in writing to each party's Escalation Officer. Such Escalation Officers shall discuss the proposed Committee Action, and shall meet with respect thereto if either of them believes a meeting or meetings to be usefulrepresentatives involved. If the Escalation Officers such parties do not resolve the matter by either approving the proposed Committee Action underlying dispute within ten (whether or not in a revised form) or agreeing to reject it, within thirty (3010) days (or such lesser or longer period as they may agree is a useful period for their discussions)of its escalation to them, then either any party may notify the other in writing that he/she desires to elevate the dispute or claim the President of them may institute a formal mediation of such matter pursuant to Section 12.2the respective party or their designated representative(s) for resolution. B. Any (b) Upon receipt by a party of a written notice escalating the dispute to the company President level, the President of the respective party or their designated representative(s) shall promptly communicate with his/her counterparties, negotiate in good faith and use reasonable efforts to resolve such dispute or difference (other than as to a question relating to patent validity or as to a matter claim. The location, format, frequency, duration and conclusion of these elevated discussions shall be left to the discretion of a party hereunder)the representatives involved. Upon agreement, between the parties arising out of or in connection with this Agreement, including without limitation a disagreement over a proposed Committee Action, that cannot be resolved by the consent of the Escalation Officer of each party shall be referred to mediation before any party resorts to arbitration, litigation, or such representatives may utilize other alternative dispute resolution procedure. Unless procedures to assist in the parties agree otherwise, the mediation will be conducted in accordance with The CPR Mediation Procedure for Business Disputes (Revised 1994) of the CPR Institute for Dispute Resolution by a mediator who has had both training and experience as a mediator of general corporate and commercial mattersnegotiations. If the parties canhave not agree on a mediator, then resolved the mediator will be selected by the President dispute within ten (10) days after receipt of the CPR Institute for Dispute Resolution in accordance with the criteria set forth in the preceding sentence. Within thirty days after the selection of the mediator, the parties and their respective attorneys will meet with the mediator for one mediation session of at least four hours. If notice elevating the dispute cannot be settled during such mediation session or during any mutually agreed continuation of such session, any party to this Agreement level, either may give once again escalate the dispute to the mediator and the other party to this Agreement written notice declaring the mediation process at an end, and such dispute will be resolved by arbitration pursuant to Section 13. binding arbitration. (c) All discussions pursuant to this section will be confidential and will correspondence among the representatives for purposes of these negotiations shall be treated as compromise Proprietary Information developed for purposes of settlement, exempt from discovery and settlement discussions. Nothing said or disclosedproduction, and no document produced, in the course of such discussions which is shall not independently discoverable may be offered or received as evidence or used for impeachment or for any other purpose admissible in any arbitration subsequent proceedings between the parties. Documents identified in or litigation. The costs of any mediation pursuant to this section will be shared equally by the parties to this Agreement. Each party to this Agreement acknowledges receipt of a copy of The CPR Model Mediation Procedure provided with such communications, which are not prepared for Business Disputes (Revised 1994) purposes of the CPR Institute for Dispute Resolution. The use of mediation will negotiations, are not so exempted and may, if otherwise admissible, be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either party, and admitted in particular either party may seek a preliminary injunction or other interim judicial relief at any time if evidence in its judgment such action is necessary to avoid irreparable damagesubsequent proceeding.

ESCALATION PROCEDURES. A. The parties intend that, to the maximum extent practicable, they shall reach decisions hereunder cooperatively through the deliberations (a) Each of the Alliance Committee parties shall escalate and by consent negotiate, in good faith, any claim or dispute that has not been satisfactorily resolved between the parties at the level where the issue is discovered and has immediate impact (excluding issues of its members as described title to work product, which shall be initially addressed at the general counsel level but otherwise pursuant to Section 11.2(b) following). To this end, each party shall escalate any and all unresolved disputes or claims in accordance with this Section 1.10. 111.2 at any time to persons responsible for the administration of the relationship reflected in this Agreement. In cases in which that does not occur (other than as to a question The location, format, frequency, duration and conclusion of patent validity or as to a matter these elevated discussions shall be left to the discretion of a party hereunder), either party may institute an Escalation Procedure in which a proposed Committee Action approved by at least two members of the Alliance Committee, is provided in writing to each party's Escalation Officer. Such Escalation Officers shall discuss the proposed Committee Action, and shall meet with respect thereto if either of them believes a meeting or meetings to be usefulrepresentatives involved. If the Escalation Officers such parties do not resolve the matter by either approving the proposed Committee Action underlying dispute within ten (whether or not in a revised form10) or agreeing Days of its escalation to reject it, within thirty (30) days (or such lesser or longer period as they may agree is a useful period for their discussions)them, then either party may notify the other in writing that he/she desires to elevate the dispute or claim to the President of them may institute a formal mediation Fidelity Information Services, Inc. (“FIS”) and the President of such matter pursuant to Section 12.2Fidelity National Title Group, Inc. (“FNTG”) or their designated representative(s) for resolution. B. Any (b) Upon receipt by a party of a written notice escalating the dispute to the company president level, the President of FIS and the President of FNTG or their designated representative(s) shall promptly communicate with his/her counter party, negotiate in good faith and use reasonable efforts to resolve such dispute or difference (other than as to a question relating to patent validity or as to a matter claim. The location, format, frequency, duration and conclusion of these elevated discussions shall be left to the discretion of a party hereunder)the representatives involved. Upon agreement, between the parties arising out of or in connection with this Agreement, including without limitation a disagreement over a proposed Committee Action, that cannot be resolved by the consent of the Escalation Officer of each party shall be referred to mediation before any party resorts to arbitration, litigation, or such representatives may utilize other alternative dispute resolution procedure. Unless procedures to assist in the parties agree otherwise, the mediation will be conducted in accordance with The CPR Mediation Procedure for Business Disputes (Revised 1994) of the CPR Institute for Dispute Resolution by a mediator who has had both training and experience as a mediator of general corporate and commercial mattersnegotiations. If the parties canhave not agree on a mediator, then resolved the mediator will be selected by the President dispute within ten (10) Days after receipt of the CPR Institute for Dispute Resolution in accordance with the criteria set forth in the preceding sentence. Within thirty days after the selection of the mediator, the parties and their respective attorneys will meet with the mediator for one mediation session of at least four hours. If notice elevating the dispute cannot be settled during such mediation session or during any mutually agreed continuation of such session, any party to this Agreement level, either may give once again escalate the dispute to the mediator and the other party to this Agreement written notice declaring the mediation process at an end, and such dispute will be resolved by arbitration pursuant to Section 13. binding arbitration. (c) All discussions pursuant to this section will be confidential and will correspondence among the representatives for purposes of these negotiations shall be treated as compromise Proprietary Information developed for purposes of settlement, exempt from discovery and settlement discussions. Nothing said or disclosedproduction, and no document produced, in the course of such discussions which is shall not independently discoverable may be offered or received as evidence or used for impeachment or for any other purpose admissible in any arbitration subsequent proceedings between the parties. Documents identified in or litigation. The costs of any mediation pursuant to this section will be shared equally by the parties to this Agreement. Each party to this Agreement acknowledges receipt of a copy of The CPR Model Mediation Procedure provided with such communications, which are not prepared for Business Disputes (Revised 1994) purposes of the CPR Institute for Dispute Resolution. The use of mediation will negotiations, are not so exempted and may, if otherwise admissible, be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either party, and admitted in particular either party may seek a preliminary injunction or other interim judicial relief at any time if evidence in its judgment such action is necessary to avoid irreparable damagesubsequent proceeding.

ESCALATION PROCEDURES. A. The parties intend that, to the maximum extent practicable, they shall reach decisions hereunder cooperatively through the deliberations (a) Each of the Alliance Committee and by consent of its members as parties agrees to negotiate, in good faith, any claim or dispute that has not been satisfactorily resolved following the claim resolution procedures described in Section 1.1014.2. To this end, each party agrees to escalate any and all unresolved disputes or claims in accordance with Section 14.3(b) and (c) before taking further action. 1(b) If the negotiations conducted pursuant to Section 14.2 do not lead to resolution of the underlying dispute or claim to the satisfaction of a party involved in such negotiations, then either party may notify the other in writing that she/he desires to elevate the dispute or claim to the President, Telecom Division of ALLTEL and Chief Operating Officer of Client (or her/his designee) for resolution. In cases Upon receipt by the other party of such written notice, the dispute or claim shall be so elevated and the President, Telecom Division, of ALLTEL and the Chief Operating Officer of Client (or her/his designee) shall negotiate in which that does not occur (other than as good faith and each use reasonable best efforts to a question resolve such dispute or claim. The location, format, duration and conclusion of patent validity or as to a matter these elevated discussions shall be left to the discretion of the representatives involved. If the discussions described in this Section 14.3(b) do not result in resolution of the dispute within ninety (90) days of commencement of the Escalation Procedures described in this Section 14.3 (or such other time period as is mutually agreed to by the parties in writing), the dispute shall be further elevated as described in Section 14.3(c). Upon agreement, the representatives may utilize other alternative dispute resolution procedures to assist in the negotiations. Discussions and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, exempt from discovery and production, which shall not be admissible in subsequent proceedings between the parties. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in such subsequent proceeding. (c) If the negotiations conducted pursuant to Section 14.3(b) do not lead to resolution of the underlying dispute or claim to the satisfaction of a party hereunder)involved in such negotiations, then either party may institute an Escalation Procedure notify the other in which a proposed Committee Action approved writing that she/he desires to elevate the dispute or claim to the President of ALLTEL and Chief Executive Officer of Client (or her/his designee). Upon receipt by at least two members the other party of such written notice, the dispute or claim shall be so elevated and the President of ALLTEL and the Chief Executive Officer of Client (or her/his designee) shall negotiate in good faith and each use its reasonable best efforts to resolve such dispute or claim. The location, format, frequency, and conclusion of these elevated discussions shall be left to the discretion of the Alliance Committee, is provided in writing to each party's Escalation Officer. Such Escalation Officers shall discuss the proposed Committee Action, and shall meet with respect thereto if either of them believes a meeting or meetings to be usefulrepresentatives involved. If the Escalation Officers discussions described in this Section 14.3(c) do not resolve result in resolution of the matter by either approving the proposed Committee Action (whether or not in a revised form) or agreeing to reject it, dispute within thirty (30) days Days of the elevation of the dispute as described in this Section 14.3(c) (or such lesser or longer other time period as they may agree is a useful period for their discussionsmutually agreed to in writing by the parties), then either of them may institute a formal mediation of such matter pursuant to Section 12.2. B. Any the dispute or difference (other than as to a question relating to patent validity or as to a matter left to the discretion of a party hereunder), between the parties arising out of or in connection with this Agreement, including without limitation a disagreement over a proposed Committee Action, that cannot shall be resolved by as provided in Section 14.3. Upon agreement, the consent of the Escalation Officer of each party shall be referred to mediation before any party resorts to arbitration, litigation, or representatives may utilize other alternative dispute resolution procedure. Unless the parties agree otherwise, the mediation will be conducted in accordance with The CPR Mediation Procedure for Business Disputes (Revised 1994) of the CPR Institute for Dispute Resolution by a mediator who has had both training and experience as a mediator of general corporate and commercial matters. If the parties cannot agree on a mediator, then the mediator will be selected by the President of the CPR Institute for Dispute Resolution in accordance with the criteria set forth procedures to assist in the preceding sentencenegotiations. Within thirty days after Discussions and correspondence among the selection representatives for purposes of the mediator, the parties and their respective attorneys will meet with the mediator for one mediation session of at least four hours. If the dispute cannot be settled during such mediation session or during any mutually agreed continuation of such session, any party to this Agreement may give to the mediator and the other party to this Agreement written notice declaring the mediation process at an end, and such dispute will be resolved by arbitration pursuant to Section 13. All discussions pursuant to this section will be confidential and will these negotiations shall be treated as compromise confidential information developed for purposes of settlement, exempt from discovery and settlement discussions. Nothing said or disclosedproduction, and no document produced, in the course of such discussions which is shall not independently discoverable may be offered or received as evidence or used for impeachment or for any other purpose admissible in any arbitration subsequent proceedings between the parties. Documents identified in or litigation. The costs of any mediation pursuant to this section will be shared equally by the parties to this Agreement. Each party to this Agreement acknowledges receipt of a copy of The CPR Model Mediation Procedure provided with such communications, which are not prepared for Business Disputes (Revised 1994) purposes of the CPR Institute for Dispute Resolution. The use of mediation will negotiations, are not so exempted and may, if otherwise admissible, be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either party, and admitted in particular either party may seek a preliminary injunction or other interim judicial relief at any time if evidence in its judgment such action is necessary to avoid irreparable damagesubsequent proceeding.

ESCALATION PROCEDURES. A. 12.1 The parties intend that, to the maximum extent practicable, they shall reach decisions hereunder cooperatively through the deliberations of the Alliance Committee and by consent of its members as described in Section 1.10. 11.10.1 of the Definition Exhibit. In cases in which that does not occur (other than as to a question of patent validity or as to a matter left to the discretion of a party hereunder), either party may institute an Escalation Procedure in which a proposed Committee Action approved by at least two members of the Alliance Committee, is provided in writing to each party's Escalation Officer. Such Escalation Officers shall discuss the proposed Committee Action, and shall meet with respect thereto if either of them believes a meeting or meetings to be useful. If the Escalation Officers do not resolve the matter by either approving the proposed Committee Action (whether or not in a revised form) or agreeing to reject it, within thirty (30) days (or such lesser or longer period as they may agree is a useful period for their discussions), then either of them may institute a formal mediation of such matter pursuant to Section 12.212.2 hereof. B. 12.2 Any dispute or difference (other than as to a question relating to patent validity or as to a matter left to the discretion of a party hereunder), between the parties arising out of or in connection with this Agreement, including without limitation a disagreement over a proposed Committee Action, that cannot be resolved by the consent of the Escalation Officer of each party shall be referred to mediation before any party resorts to arbitration, litigation, or other dispute resolution procedure. Unless the parties agree otherwise, the mediation will be conducted in accordance with The CPR Mediation Procedure for Business Disputes (Revised 19941998) of the CPR Institute for Dispute Resolution by a mediator who has had both training and experience as a mediator of general corporate and commercial matters. If the parties cannot agree on a mediator, then the mediator will be selected by the President of the CPR Institute for Dispute Resolution in Confidential 35 accordance with the criteria set forth in the preceding sentence. Within thirty days after the selection of the mediator, the parties and their respective attorneys will meet with the mediator for one mediation session of at least four hours. If the dispute cannot be settled during such mediation session or during any mutually agreed continuation of such session, any party to this Agreement may give to the mediator and the other party to this Agreement written notice declaring the mediation process at an end, and such dispute will be resolved by arbitration pursuant to Section 1313 hereof. All discussions pursuant to this section will be confidential and will be treated as compromise and settlement discussions. Nothing said or disclosed, and no document produced, in the course of such discussions which is not independently discoverable may be offered or received as evidence or used for impeachment or for any other purpose in any arbitration or litigation. The costs of any mediation pursuant to this section will be shared equally by the parties to this Agreement. Each party to this Agreement acknowledges receipt of a copy of The CPR Model Mediation Procedure for Business Disputes (Revised 19941998) of the CPR Institute for Dispute Resolution. The use of mediation will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either party, and in particular either party may seek a preliminary injunction or other interim judicial relief at any time if in its judgment such action is necessary to avoid irreparable damage.

ESCALATION PROCEDURES. A. 12.1 The parties intend that, to the maximum extent practicable, they shall reach decisions hereunder cooperatively through the deliberations of the Alliance Committee and by consent of its members as described in Section 1.10. 1. In cases in which that does not occur (other than as to a question of patent validity or as to a matter left to the discretion of a party hereunder), either party may institute an Escalation Procedure in which a proposed Committee Action approved by at least two members of the Alliance Committee, is provided in writing to each party's Escalation Officer. Such Escalation Officers shall discuss the proposed Committee Action, and shall meet with respect thereto if either of them believes a meeting or meetings to be useful. If the Escalation Officers do not resolve the matter by either approving the proposed Committee Action (whether or not in a revised form) or agreeing to reject it, within thirty (30) days (or such lesser or longer period as they may agree is a useful period for their discussions), then either of them may institute a formal mediation of such matter pursuant to Section 12.2. B. 12.2 Any dispute or difference (other than as to a question relating to patent validity or as to a matter left to the discretion of a party hereunder), between the parties arising out of or in connection with this Agreement, including without limitation a disagreement over a proposed Committee Action, that cannot be resolved by the consent of the Escalation Officer of each party shall be referred to mediation before any party resorts to arbitration, litigation, or other dispute resolution procedure. Unless the parties agree otherwise, the mediation will be conducted in accordance with The CPR Mediation Procedure for Business Disputes (Revised 1994) of the CPR Institute for Dispute Resolution by a mediator who has had both training and experience as a mediator of general corporate and commercial matters. If the parties cannot agree on a mediator, then the mediator will be selected by the President of the CPR Institute for Dispute Resolution in accordance with the criteria set forth in the preceding sentence. Within thirty days after the selection of the mediator, the parties and their respective attorneys attorney's will meet with the mediator for one mediation session of at least four hours. If the dispute cannot be settled during such mediation session or during any mutually agreed continuation of such session, any party to this Agreement may give to the mediator and the other party to this Agreement written notice declaring the mediation process at an end, and such dispute will be resolved by arbitration pursuant to Section 13. All discussions pursuant to this section will be confidential and will be treated as compromise and settlement discussions. Nothing said or disclosed, and no document produced, in the course of such discussions which is not independently discoverable may be offered or received as evidence or used for impeachment or for any other purpose in any arbitration or litigation. The costs of any mediation pursuant to this section will be shared equally by the parties to this Agreement. Each party to this Agreement acknowledges receipt of a copy of The CPR Model Mediation Procedure for Business Disputes (Revised 1994) of the CPR Institute for Dispute Resolution. The use of mediation will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either party, and in particular either party may seek a preliminary injunction or other interim judicial relief at any time if in its judgment such action is necessary to avoid irreparable damage.

ESCALATION PROCEDURES. A. The parties intend that, to the maximum extent practicable, they shall reach decisions hereunder cooperatively through the deliberations (a) Each of the Alliance Committee Parties shall escalate and by consent negotiate, in good faith, any claim or dispute that has not been satisfactorily resolved between the Parties at the level where the issue is discovered and has immediate impact (excluding issues of its members as described title to work product, which shall be initially addressed at the general counsel level). To this end, each Party shall escalate any and all unresolved disputes or claims in accordance with this Section 1.10. 1at any time to persons responsible for the administration of the relationship reflected in this License Agreement. In cases in which that does not occur (other than as to a question The location, format, frequency, duration and conclusion of patent validity or as to a matter these elevated discussions shall be left to the discretion of a party hereunder), either party may institute an Escalation Procedure in which a proposed Committee Action approved by at least two members of the Alliance Committee, is provided in writing to each party's Escalation Officer. Such Escalation Officers shall discuss the proposed Committee Action, and shall meet with respect thereto if either of them believes a meeting or meetings to be usefulrepresentatives involved. If the Escalation Officers Parties do not resolve the matter by either approving the proposed Committee Action underlying dispute within ten (whether or not in a revised form10) or agreeing Days of its escalation to reject it, within thirty (30) days (or such lesser or longer period as they may agree is a useful period for their discussions)them, then either Party may notify the other in writing that he/she desires to elevate the dispute or claim to the President of them may institute a formal mediation FNI Co and the President of such matter pursuant to Section 12.2FNT or their designated representative(s) for resolution. B. Any (b) Upon receipt by a Party of a written notice escalating the dispute to the company president level, the President of FNI Co and the President of FNT or their designated representative(s) shall promptly communicate with his/her counter Party, negotiate in good faith and use reasonable efforts to resolve such dispute or difference (other than as to a question relating to patent validity or as to a matter claim. The location, format, frequency, duration and conclusion of these elevated discussions shall be left to the discretion of a party hereunder)the representatives involved. Upon agreement, between the parties arising out of or in connection with this Agreement, including without limitation a disagreement over a proposed Committee Action, that cannot be resolved by the consent of the Escalation Officer of each party shall be referred to mediation before any party resorts to arbitration, litigation, or such representatives may utilize other alternative dispute resolution procedure. Unless procedures to assist in the parties agree otherwise, the mediation will be conducted in accordance with The CPR Mediation Procedure for Business Disputes (Revised 1994) of the CPR Institute for Dispute Resolution by a mediator who has had both training and experience as a mediator of general corporate and commercial mattersnegotiations. If the parties canParties have not agree on a mediator, then resolved the mediator will be selected by the President dispute within ten (10) Days after receipt of the CPR Institute for Dispute Resolution in accordance with the criteria set forth in the preceding sentence. Within thirty days after the selection of the mediator, the parties and their respective attorneys will meet with the mediator for one mediation session of at least four hours. If notice elevating the dispute cannot be settled during such mediation session or during any mutually agreed continuation of such session, any party to this Agreement level, either may give once again escalate the dispute to the mediator and the other party to this Agreement written notice declaring the mediation process at an end, and such dispute will be resolved by arbitration pursuant to Section 13. binding arbitration. (c) All discussions pursuant to this section will be confidential and will correspondence among the representatives for purposes of these negotiations shall be treated as compromise Proprietary Information developed for purposes of settlement, exempt from discovery and settlement discussions. Nothing said or disclosedproduction, and no document produced, in the course of such discussions which is shall not independently discoverable may be offered or received as evidence or used for impeachment or for any other purpose admissible in any arbitration subsequent proceedings between the Parties. Documents identified in or litigation. The costs of any mediation pursuant to this section will be shared equally by the parties to this Agreement. Each party to this Agreement acknowledges receipt of a copy of The CPR Model Mediation Procedure provided with such communications, which are not prepared for Business Disputes (Revised 1994) purposes of the CPR Institute for Dispute Resolution. The use of mediation will negotiations, are not so exempted and may, if otherwise admissible, be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either party, and admitted in particular either party may seek a preliminary injunction or other interim judicial relief at any time if evidence in its judgment such action is necessary to avoid irreparable damagesubsequent proceeding.

ESCALATION PROCEDURES. A. The parties intend that, to the maximum extent practicable, they shall reach decisions hereunder cooperatively through the deliberations (a) Each of the Alliance Committee parties shall escalate and negotiate, in good faith, any claim or dispute that has not been satisfactorily resolved between the parties at the level where the issue is discovered and has immediate impact (excluding issues of title to work product, which shall be initially addressed at the general counsel level pursuant to Section 10.2(b) following) that has not been satisfactorily resolved by consent the Presidents of its members as described the particular business units or divisions involved. To this end, each party shall escalate any and all unresolved disputes or claims in accordance with this Section 1.10. 110.2 at any time to persons responsible for the administration of the relationship reflected in this TEAM Software License Agreement. In cases in which that does not occur (other than as to a question The location, format, frequency, duration and conclusion of patent validity or as to a matter these elevated discussions shall be left to the discretion of a party hereunder), either party may institute an Escalation Procedure in which a proposed Committee Action approved by at least two members of the Alliance Committee, is provided in writing to each party's Escalation Officer. Such Escalation Officers shall discuss the proposed Committee Action, and shall meet with respect thereto if either of them believes a meeting or meetings to be usefulrepresentatives involved. If the Escalation Officers such parties do not resolve the matter by either approving the proposed Committee Action underlying dispute within ten (whether or not in a revised form) or agreeing to reject it, within thirty (3010) days (or such lesser or longer period as they may agree is a useful period for their discussions)of its escalation to them, then either party may notify the other in writing that he/she desires to elevate the dispute or claim the President of them may institute a formal mediation RMSS and the President of such matter pursuant to Section 12.2Licensee or their designated representative(s) for resolution. B. Any (b) Upon receipt by a party of a written notice escalating the dispute to the company President level, the President of RMSS and the President of Licensee or their designated representative(s) shall promptly communicate with his/her counter party, negotiate in good faith and use reasonable efforts to resolve such dispute or difference (other than as to a question relating to patent validity or as to a matter claim. The location, format, frequency, duration and conclusion of these elevated discussions shall be left to the discretion of a party hereunder)the representatives involved. Upon agreement, between the parties arising out of or in connection with this Agreement, including without limitation a disagreement over a proposed Committee Action, that cannot be resolved by the consent of the Escalation Officer of each party shall be referred to mediation before any party resorts to arbitration, litigation, or such representatives may utilize other alternative dispute resolution procedure. Unless procedures to assist in the parties agree otherwise, the mediation will be conducted in accordance with The CPR Mediation Procedure for Business Disputes (Revised 1994) of the CPR Institute for Dispute Resolution by a mediator who has had both training and experience as a mediator of general corporate and commercial mattersnegotiations. If the parties canhave not agree on a mediator, then resolved the mediator will be selected by the President dispute within ten (10) days after receipt of the CPR Institute for Dispute Resolution in accordance with the criteria set forth in the preceding sentence. Within thirty days after the selection of the mediator, the parties and their respective attorneys will meet with the mediator for one mediation session of at least four hours. If notice elevating the dispute cannot be settled during such mediation session or during any mutually agreed continuation of such session, any party to this Agreement level, either may give once again escalate the dispute to the mediator and the other party to this Agreement written notice declaring the mediation process at an end, and such dispute will be resolved by arbitration pursuant to Section 13. binding arbitration. (c) All discussions pursuant to this section will be confidential and will correspondence among the representatives for purposes of these negotiations shall be treated as compromise Proprietary Information developed for purposes of settlement, exempt from discovery and settlement discussions. Nothing said or disclosedproduction, and no document produced, in the course of such discussions which is shall not independently discoverable may be offered or received as evidence or used for impeachment or for any other purpose admissible in any arbitration subsequent proceedings between the parties. Documents identified in or litigation. The costs of any mediation pursuant to this section will be shared equally by the parties to this Agreement. Each party to this Agreement acknowledges receipt of a copy of The CPR Model Mediation Procedure provided with such communications, which are not prepared for Business Disputes (Revised 1994) purposes of the CPR Institute for Dispute Resolutionnegotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in such subsequent proceeding. The use of mediation will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either party, and in particular either party may seek a preliminary injunction or other interim judicial relief at any time if in its judgment such action is necessary to avoid irreparable damage.______ initials ______ initials

ESCALATION PROCEDURES. A. The parties intend that, (a) If the negotiations conducted pursuant to Section 7.16 do not lead to resolution of the underlying dispute or claim to the maximum extent practicablesatisfaction of a Party involved in such negotiations, they shall reach decisions hereunder cooperatively through then either Party may notify the deliberations other in writing that it desires to escalate the dispute or claim to the Parties’ Relationship Managers for resolution. (i) Level 1: The respective Relationship Managers for each Party will meet and attempt in good faith to resolve the dispute within 30 days of receipt of the Alliance Committee and by consent of its members as described in Section 1.10notification. 1(ii) Level 2: If the conflict is not resolved within such 30 day period, either Business Group Executive shall escalate the dispute or claim to his/her executive level officer who will notify his/her counterpart at the other Party of the need to resolve the dispute or claim. In cases The Parties will then have 30 days from receipt of the notification to meet and attempt in which that does not occur good faith to resolve the claim or dispute. (other than as to a question iii) The location, format, frequency, duration and conclusion of patent validity or as to a matter these elevated discussions shall be left to the discretion of a the Parties’ representatives involved. Upon agreement, the representatives may utilize other alternative dispute resolution procedures to assist in the negotiations. Discussions and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, exempt from discovery and production, which shall not be admissible in subsequent proceedings between the Parties. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in such subsequent proceeding. (b) If the conflict is not resolved by either Level 1 or Level 2 intervention, then either party hereunder)may request in writing that the Parties resolve the conflict by either mediation or binding arbitration. If the Parties cannot agree to submit to either mediation or binding arbitration, either party may institute an Escalation Procedure take any legal or equitable action available under Georgia law. (c) During any conflict resolution, Servicer agrees to provide services to Lender owed under this Origination Agreement relating to items not in which a proposed Committee Action approved by at least two members dispute, to the extent practicable pending resolution of the Alliance Committee, is provided in writing conflict. Lender agrees to each party's Escalation Officer. Such Escalation Officers shall discuss the proposed Committee Action, and shall meet with respect thereto if either of them believes a meeting pay invoices or meetings to be useful. If the Escalation Officers do portions thereof that are not resolve the matter by either approving the proposed Committee Action (whether or not in a revised form) or agreeing to reject it, within thirty (30) days (or such lesser or longer period as they may agree is a useful period for their discussions), then either of them may institute a formal mediation of such matter pursuant to Section 12.2. B. Any dispute or difference (other than as to a question relating to patent validity or as to a matter left related to the discretion of a party hereunder), between the parties arising out of or in connection with this Agreement, including without limitation a disagreement over a proposed Committee Action, that cannot be resolved by the consent of the Escalation Officer of each party shall be referred to mediation before any party resorts to arbitration, litigation, or other dispute resolution procedure. Unless the parties agree otherwise, the mediation will be conducted in accordance with The CPR Mediation Procedure for Business Disputes (Revised 1994) of the CPR Institute for Dispute Resolution by a mediator who has had both training and experience as a mediator of general corporate and commercial matters. If the parties cannot agree on a mediator, then the mediator will be selected by the President of the CPR Institute for Dispute Resolution in accordance with the criteria set forth in the preceding sentence. Within thirty days after the selection of the mediator, the parties and their respective attorneys will meet with the mediator for one mediation session of at least four hours. If the dispute cannot be settled during such mediation session or during any mutually agreed continuation of such session, any party to this Agreement may give to the mediator and the other party to this Agreement written notice declaring the mediation process at an end, and such dispute will be resolved by arbitration pursuant to Section 13. All discussions pursuant to this section will be confidential and will be treated as compromise and settlement discussions. Nothing said or disclosed, and no document produced, in the course of such discussions which is not independently discoverable may be offered or received as evidence or used for impeachment or for any other purpose in any arbitration or litigation. The costs of any mediation pursuant to this section will be shared equally by the parties to this Origination Agreement. Each party to this Agreement acknowledges receipt of a copy of The CPR Model Mediation Procedure for Business Disputes (Revised 1994) of the CPR Institute for Dispute Resolution. The use of mediation will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either party, and in particular either party may seek a preliminary injunction or other interim judicial relief at any time if in its judgment such action is necessary to avoid irreparable damage.

ESCALATION PROCEDURES. A. The parties intend that, to the maximum extent practicable, they shall reach decisions hereunder cooperatively through the deliberations (a) Each of the Alliance Committee parties shall escalate and negotiate, in good faith, any claim or dispute that has not been satisfactorily resolved between the parties at the level where the issue is discovered and has immediate impact (excluding issues of title to work product, which shall be initially addressed at the general counsel level pursuant to Section 10.2(b) following) that has not been satisfactorily resolved by consent the Presidents of its members as described the particular business units or divisions involved. To this end, each party shall escalate any and all unresolved disputes or claims in accordance with this Section 1.10. 110.2 at any time to persons responsible for the administration of the relationship reflected in this SIMON Software License Agreement. In cases in which that does not occur (other than as to a question The location, format, frequency, duration and conclusion of patent validity or as to a matter these elevated discussions shall be left to the discretion of a party hereunder), either party may institute an Escalation Procedure in which a proposed Committee Action approved by at least two members of the Alliance Committee, is provided in writing to each party's Escalation Officer. Such Escalation Officers shall discuss the proposed Committee Action, and shall meet with respect thereto if either of them believes a meeting or meetings to be usefulrepresentatives involved. If the Escalation Officers such parties do not resolve the matter by either approving the proposed Committee Action underlying dispute within ten (whether or not in a revised form) or agreeing to reject it, within thirty (3010) days (or such lesser or longer period as they may agree is a useful period for their discussions)of its escalation to them, then either party may notify the other in writing that he/she desires to elevate the dispute or claim the President of them may institute a formal mediation RMSS and the President of such matter pursuant to Section 12.2Licensee or their designated representative(s) for resolution. B. Any (b) Upon receipt by a party of a written notice escalating the dispute to the company President level, the President of RMSS and the President of Licensee or their designated representative(s) shall promptly communicate with his/her counter party, negotiate in good faith and use reasonable efforts to resolve such dispute or difference (other than as to a question relating to patent validity or as to a matter claim. The location, format, frequency, duration and conclusion of these elevated discussions shall be left to the discretion of a party hereunder)the representatives involved. Upon agreement, between the parties arising out of or in connection with this Agreement, including without limitation a disagreement over a proposed Committee Action, that cannot be resolved by the consent of the Escalation Officer of each party shall be referred to mediation before any party resorts to arbitration, litigation, or such representatives may utilize other alternative dispute resolution procedure. Unless procedures to assist in the parties agree otherwise, the mediation will be conducted in accordance with The CPR Mediation Procedure for Business Disputes (Revised 1994) of the CPR Institute for Dispute Resolution by a mediator who has had both training and experience as a mediator of general corporate and commercial mattersnegotiations. If the parties canhave not agree on a mediator, then resolved the mediator will be selected by the President dispute within ten (10) days after receipt of the CPR Institute for Dispute Resolution in accordance with the criteria set forth in the preceding sentence. Within thirty days after the selection of the mediator, the parties and their respective attorneys will meet with the mediator for one mediation session of at least four hours. If notice elevating the dispute cannot be settled during such mediation session or during any mutually agreed continuation of such session, any party to this Agreement level, either may give once again escalate the dispute to the mediator and the other party to this Agreement written notice declaring the mediation process at an end, and such dispute will be resolved by arbitration pursuant to Section 13. binding arbitration. (c) All discussions pursuant to this section will be confidential and will correspondence among the representatives for purposes of these negotiations shall be treated as compromise Proprietary Information developed for purposes of settlement, exempt from discovery and settlement discussions. Nothing said or disclosedproduction, and no document produced, in the course of such discussions which is shall not independently discoverable may be offered or received as evidence or used for impeachment or for any other purpose admissible in any arbitration subsequent proceedings between the parties. Documents identified in or litigation. The costs of any mediation pursuant to this section will be shared equally by the parties to this Agreement. Each party to this Agreement acknowledges receipt of a copy of The CPR Model Mediation Procedure provided with such communications, which are not prepared for Business Disputes (Revised 1994) purposes of the CPR Institute for Dispute Resolutionnegotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in such subsequent proceeding. The use of mediation will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either party, and in particular either party may seek a preliminary injunction or other interim judicial relief at any time if in its judgment such action is necessary to avoid irreparable damage.______ initials ______ initials

ESCALATION PROCEDURES. A. The parties intend that, to the maximum extent practicable, they shall reach decisions hereunder cooperatively through the deliberations Each of the Alliance Committee and by consent of its members as parties agrees to negotiate, in good faith, any claim or dispute that has not been satisfactorily resolved following the resolution procedures described in Section 1.109.2. To this end, each party shall escalate any and all unresolved disputes or claims in accordance with subsections 9.3.1 and 9.3.2 before taking further action. 19.3.1 If the negotiations conducted pursuant to Section 9.2 do not lead to resolution of the underlying dispute or claim to the satisfaction of a party involved in such negotiations, then either party may within ten (10) business days notify the other in writing that he/she desires to elevate the dispute or claim to the Account Relationship Managers of both parties for resolution. In cases Upon receipt by the other party of such written notice, the dispute or claim shall be so elevated and the parties’ Account Relationship Managers shall have a period of thirty (30) days within which to negotiate in good faith and each use its reasonable best efforts to resolve such dispute or claim. The location, format, frequency, duration and conclusion of these elevated discussions shall be left to the (PID # 224877) ______ initials _______initials discretion of the representatives involved. Upon agreement, the representatives may utilize other alternative dispute resolution procedures to assist in the negotiations. 9.3.2 If the negotiations conducted pursuant to subsection 9.3.1 do not lead to resolution of the underlying dispute or claim to the satisfaction of a party involved in such negotiations, then either party may within ten (10) business days notify the other in writing that he/she desires to elevate the dispute or claim to the FIS’s executive level and Client’s executive level for resolution. Upon receipt by the other party of such written notice, the dispute or claim shall be so elevated and FIS’s executive level and Client’s executive level shall have a period of thirty (30) days within which that does not occur (other than as to a question negotiate in good faith and each use it’s commercially reasonable efforts to resolve such dispute or claim. The location, format, frequency, duration and conclusion of patent validity or as to a matter these elevated discussions shall be left to the discretion of a party hereunder)the representatives involved. Upon agreement, either party the representatives may institute an Escalation Procedure in which a proposed Committee Action approved by at least two members of the Alliance Committee, is provided in writing to each party's Escalation Officer. Such Escalation Officers shall discuss the proposed Committee Action, and shall meet with respect thereto if either of them believes a meeting or meetings to be useful. If the Escalation Officers do not resolve the matter by either approving the proposed Committee Action (whether or not in a revised form) or agreeing to reject it, within thirty (30) days (or such lesser or longer period as they may agree is a useful period for their discussions), then either of them may institute a formal mediation of such matter pursuant to Section 12.2. B. Any dispute or difference (utilize other than as to a question relating to patent validity or as to a matter left to the discretion of a party hereunder), between the parties arising out of or in connection with this Agreement, including without limitation a disagreement over a proposed Committee Action, that cannot be resolved by the consent of the Escalation Officer of each party shall be referred to mediation before any party resorts to arbitration, litigation, or other alternative dispute resolution procedure. Unless the parties agree otherwise, the mediation will be conducted in accordance with The CPR Mediation Procedure for Business Disputes (Revised 1994) of the CPR Institute for Dispute Resolution by a mediator who has had both training and experience as a mediator of general corporate and commercial matters. If the parties cannot agree on a mediator, then the mediator will be selected by the President of the CPR Institute for Dispute Resolution in accordance with the criteria set forth procedures to assist in the preceding sentence. Within thirty days after the selection of the mediator, the parties and their respective attorneys will meet with the mediator for one mediation session of at least four hours. If the dispute cannot be settled during such mediation session or during any mutually agreed continuation of such session, any party to this Agreement may give to the mediator and the other party to this Agreement written notice declaring the mediation process at an end, and such dispute will be resolved by arbitration pursuant to Section 13. All discussions pursuant to this section will be confidential and will be treated as compromise and settlement discussions. Nothing said or disclosed, and no document produced, in the course of such discussions which is not independently discoverable may be offered or received as evidence or used for impeachment or for any other purpose in any arbitration or litigation. The costs of any mediation pursuant to this section will be shared equally by the parties to this Agreement. Each party to this Agreement acknowledges receipt of a copy of The CPR Model Mediation Procedure for Business Disputes (Revised 1994) of the CPR Institute for Dispute Resolution. The use of mediation will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either party, and in particular either party may seek a preliminary injunction or other interim judicial relief at any time if in its judgment such action is necessary to avoid irreparable damagenegotiations.