Common use of ESCALATION PROCEDURES Clause in Contracts

ESCALATION PROCEDURES. Upon the occurrence of a Deadlock Event, the General Partners shall first use their good faith efforts to resolve such matter in a mutually satisfactory manner. If, after such efforts have continued for twenty (20) days, no mutually satisfactory solution has been reached, the General Partners shall resolve the Deadlock Event as provided herein: (i) The General Partners shall (at the insistence of any of them) refer the matter to the chief executive officers of their respective Parents for resolution. (ii) Should the chief executive officers of the Parents fail to resolve the matter within ten (10) days after it is referred to them, each General Partner (or any group of General Partners electing to act together) shall prepare a brief (a "Brief"), which includes a summary of the issue, its proposed resolution of the issue and considerations in support of such proposed resolution, not later than ten (10) days following the failure of the chief executive officers to resolve such dispute, and such Briefs shall be submitted to such reputable and experienced mediation service as is selected by the Partnership Board by Required Majority Vote or, failing such selection, by the Chief Executive Officer (the "Mediator"). During a period of twenty (20) days, the Mediator and the General Partners shall attempt to reach a resolution of the Deadlock Event. (iii) In the event that after such twenty (20) day period (or such longer period as the Partnership Board may approve by Required Majority Vote), the General Partners are still unable to reach resolution of the Deadlock Event (such resolution to be evidenced by the requisite vote of the Partnership Board with respect to the underlying matters), the Deadlock Event shall constitute a Liquidating Event as provided in Section 14.1(a)(iii) unless the Partnership Board determines by Required Majority Vote not to dissolve.

ESCALATION PROCEDURES. Upon (a) Each of the occurrence 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 a Deadlock Eventtitle to work product, which shall be initially addressed at the General Partners general counsel level but otherwise pursuant to Section 11.2(b) following). To this end, each party shall first use their good faith efforts escalate any and all unresolved disputes or claims in accordance with this Section 11.2 at any time to resolve persons responsible for the administration of the relationship reflected in this Agreement. The location, format, frequency, duration and conclusion of these elevated discussions shall be left to the discretion of the representatives involved. If such matter in a mutually satisfactory manner. If, after such efforts have continued for twenty (20) days, no mutually satisfactory solution has been reached, the General Partners shall parties do not resolve the Deadlock Event as provided herein: underlying dispute within ten (i10) The General Partners shall (at Days of its escalation to them, then either party may notify the insistence of any of them) refer other in writing that he/she desires to elevate the matter dispute or claim to the chief executive officers President of Fidelity National Information Solutions, Inc. and the President of Fidelity National Title Group, Inc. or their respective Parents designated representative(s) for resolution. (iib) Should Upon receipt by a party of a written notice escalating the chief executive officers dispute to the company president level, the President of Fidelity National Information Solutions, Inc. and the President of Fidelity National Title Group, 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 claim. The location, format, frequency, duration and conclusion of these elevated discussions shall be left to the discretion of the Parents fail representatives involved. Upon agreement, such representatives may utilize other alternative dispute resolution procedures to resolve assist in the matter negotiations. If the parties have not resolved the dispute within ten (10) days Days after it is referred to them, each General Partner (or any group of General Partners electing to act together) shall prepare a brief (a "Brief"), which includes a summary receipt of the issuenotice elevating the dispute to this level, its proposed resolution of either may once again escalate the issue and considerations in support of such proposed resolution, not later than ten (10) days following the failure of the chief executive officers dispute to resolve such dispute, and such Briefs shall be submitted to such reputable and experienced mediation service as is selected by the Partnership Board by Required Majority Vote or, failing such selection, by the Chief Executive Officer (the "Mediator"). During a period of twenty (20) days, the Mediator and the General Partners shall attempt to reach a resolution of the Deadlock Eventbinding arbitration. (iiic) In All discussions and correspondence among the event that after representatives for purposes of these negotiations shall be treated as Proprietary 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 twenty (20) day period (or such longer period as the Partnership Board may approve by Required Majority Vote)communications, the General Partners which are still unable to reach resolution not prepared for purposes of the Deadlock Event (negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in such resolution to be evidenced by the requisite vote of the Partnership Board with respect to the underlying matters), the Deadlock Event shall constitute a Liquidating Event as provided in Section 14.1(a)(iii) unless the Partnership Board determines by Required Majority Vote not to dissolvesubsequent proceeding.

ESCALATION PROCEDURES. Upon (a) Each of the occurrence 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 a Deadlock Eventtitle to work product, which shall be initially addressed at the General Partners general counsel level but otherwise pursuant to Section 10.2(b) following). To this end, each party shall first use their good faith efforts escalate any and all unresolved disputes or claims in accordance with this Section 10.2 at any time to resolve persons responsible for the administration of the relationship reflected in this Agreement. The location, format, frequency, duration and conclusion of these elevated discussions shall be left to the discretion of the representatives involved. If such matter in a mutually satisfactory manner. If, after such efforts have continued for twenty (20) days, no mutually satisfactory solution has been reached, the General Partners shall parties do not resolve the Deadlock Event as provided herein: underlying dispute within ten (i10) The General Partners shall (at Days of its escalation to them, then either party may notify the insistence of any of them) refer other in writing that he/she desires to elevate the matter dispute or claim to the chief executive officers President of RMSS and the President of Licensee or their respective Parents designated representative(s) for resolution. (iib) Should Upon receipt by a party of a written notice escalating the chief executive officers 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 claim. The location, format, frequency, duration and conclusion of these elevated discussions shall be left to the discretion of the Parents fail representatives involved. Upon agreement, such representatives may utilize other alternative dispute resolution procedures to resolve assist in the matter negotiations. If the parties have not resolved the dispute within ten (10) days Days after it is referred to them, each General Partner (or any group of General Partners electing to act together) shall prepare a brief (a "Brief"), which includes a summary receipt of the issuenotice elevating the dispute to this level, its proposed resolution of either may once again escalate the issue and considerations in support of such proposed resolution, not later than ten (10) days following the failure of the chief executive officers dispute to resolve such dispute, and such Briefs shall be submitted to such reputable and experienced mediation service as is selected by the Partnership Board by Required Majority Vote or, failing such selection, by the Chief Executive Officer (the "Mediator"). During a period of twenty (20) days, the Mediator and the General Partners shall attempt to reach a resolution of the Deadlock Eventbinding arbitration. (iiic) In All discussions and correspondence among the event that after representatives for purposes of these negotiations shall be treated as Proprietary 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 twenty (20) day period (or such longer period as the Partnership Board may approve by Required Majority Vote)communications, the General Partners which are still unable to reach resolution not prepared for purposes of the Deadlock Event (negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in such resolution to be evidenced by the requisite vote of the Partnership Board with respect to the underlying matters), the Deadlock Event shall constitute a Liquidating Event as provided in Section 14.1(a)(iii) unless the Partnership Board determines by Required Majority Vote not to dissolvesubsequent proceeding.

ESCALATION PROCEDURES. Upon If the occurrence of a Deadlock EventTeam Leaders are unable to resolve any Dispute in compliance with Section 13.4, the General Partners Dispute shall first use their good faith efforts be escalated to resolve the President (or other most senior executive officer) of each of Applera and Celera (such matter in a mutually satisfactory manner. If, after such efforts have continued executive for twenty (20) days, no mutually satisfactory solution has been reachedeach party, the General Partners “Senior Party Representative”) who shall resolve have authority to settle the Deadlock Event as provided herein: (i) Dispute. The General Partners Team Leaders shall (at the insistence of escalate any of them) refer the matter Dispute by delivering to the chief executive officers of their respective Parents for resolution. (ii) Should the chief executive officers Senior Party Representative of the Parents fail other party, within five (5) Business Days following the last day of the Initial Review Period, a written notification (a “Dispute Notice”) identifying the issue, the amount disputed and including a detailed reason for the Dispute. Upon receipt of the Dispute Notices, the Senior Party Representatives shall discuss and attempt to resolve the matter within ten fifteen (1015) days after it is referred to them, each General Partner (or any group of General Partners electing to act together) shall prepare a brief (a "Brief"), which includes a summary Business Days immediately following the date of the issuelater received Dispute Notice. If the Senior Party Representatives are able to resolve the Dispute within fifteen (15) Business Days, its proposed resolution it will be memorialized in a written settlement and release agreement. If by the end of the issue and considerations in support fifteenth (15th) Business Day, the matter has not been resolved to the satisfaction of both Senior Party Representatives, then such proposed resolution, not later than ten (10) days following the failure Dispute shall be escalated by delivery of the chief executive officers Dispute Notice within five (5) Business Days to resolve such dispute, one or more designated members of each of the boards of directors of Applera and such Briefs Celera (each a “Board Representative”) who shall be submitted have authority to such reputable and experienced mediation service as is selected by settle the Partnership Dispute. The Board by Required Majority Vote or, failing such selection, by the Chief Executive Officer (the "Mediator"). During a period of twenty (20) days, the Mediator and the General Partners Representatives shall attempt to reach a resolution resolve the matter within fifteen (15) Business Days immediately following the date of the Deadlock Event. (iii) In later-received Dispute Notice. If they are able to resolve the event Dispute within that after such twenty (20) day period (or such longer period as time period, it will be memorialized in a written settlement and release agreement. If the Partnership respective Board may approve by Required Majority Vote)Representatives of each party can not resolve the Dispute within that time period, the General Partners are still unable parties shall make a good faith attempt to reach settle the Dispute by mediation pursuant to the provisions of Section 13.6 before resorting to arbitration contemplated by Section 13.7 or any other dispute resolution of the Deadlock Event (such resolution to procedure that may be evidenced agreed by the requisite vote parties. The parties may vary the duration and form of the Partnership Board with respect to the underlying matters), the Deadlock Event shall constitute a Liquidating Event as provided in Section 14.1(a)(iii) unless the Partnership Board determines these Escalation Procedures by Required Majority Vote not to dissolvemutual written agreement.

ESCALATION PROCEDURES. Upon 12.1 The parties intend that, to the occurrence 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 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 Deadlock Eventparty hereunder), the General Partners shall first use their good faith efforts to resolve such matter either party may institute an Escalation Procedure in which a mutually satisfactory manner. If, after such efforts have continued for twenty (20) days, no mutually satisfactory solution has been reached, the General Partners shall resolve the Deadlock Event as provided herein: (i) The General Partners shall (proposed Committee Action approved by at the insistence of any of them) refer the matter to the chief executive officers of their respective Parents for resolution. (ii) Should the chief executive officers least two members of the Parents fail 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 ten thirty (1030) days after it (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 hereof. 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 themmediation before any party resorts to arbitration, each General Partner 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 (or any group of General Partners electing to act togetherRevised 1998) shall prepare a brief (a "Brief"), which includes a summary of the issueCPR 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, its proposed resolution then the mediator will be selected by the President of the issue 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 considerations in support 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 proposed resolutionsession, not later than ten (10) days following any party to this Agreement may give to the failure of mediator and the chief executive officers other party to resolve such disputethis Agreement written notice declaring the mediation process at an end, and such Briefs shall dispute will be submitted resolved by arbitration pursuant to Section 13 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 reputable and experienced 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 service as is selected pursuant to this section will be shared equally by the Partnership Board by Required Majority Vote or, failing such selection, by the Chief Executive Officer parties to this Agreement. Each party to this Agreement acknowledges receipt of a copy of The CPR Model Mediation Procedure for Business Disputes (the "Mediator"). During a period of twenty (20Revised 1998) days, the Mediator and the General Partners shall attempt to reach a resolution of the Deadlock EventCPR 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. (iii) In the event that after such twenty (20) day period (or such longer period as the Partnership Board may approve by Required Majority Vote), the General Partners are still unable to reach resolution of the Deadlock Event (such resolution to be evidenced by the requisite vote of the Partnership Board with respect to the underlying matters), the Deadlock Event shall constitute a Liquidating Event as provided in Section 14.1(a)(iii) unless the Partnership Board determines by Required Majority Vote not to dissolve.

ESCALATION PROCEDURES. Upon 4.1 Prior to the occurrence initiation of a Deadlock Eventformal dispute resolution procedures, the General Partners shall Parties will first use their attempt in good faith efforts to resolve any dispute, controversy or claim arising under or in connection with this Agreement (a “Dispute”), as follows: MA-IB-00136-2018 (A) First, Customer Relationship Manager and IBM Client Partner Executive will meet as often, for such matter duration and as promptly as the Parties deem necessary to discuss the Dispute and negotiate in a mutually satisfactory manner. If, after such efforts have continued for twenty (20) days, no mutually satisfactory solution has been reached, the General Partners shall good faith in an effort to resolve the Deadlock Event as provided herein: (i) The General Partners shall (at the insistence of any of them) refer the matter to the chief executive officers of their respective Parents for resolutionDispute. (iiB) Should the chief executive officers of the Parents fail If Customer Relationship Manager and IBM Client Partner Executive are unable to resolve the matter Dispute within ten (10) days Business Days after it is referred the referral of the Dispute to them, each General Partner the Dispute will be referred to the Performance Review Board. The Performance Review Board will use reasonable efforts to resolve such Dispute or, if appropriate, to negotiate a modification or amendment to this Agreement. The Performance Review Board will meet as often, for such duration and as promptly as the Parties reasonably deem necessary to discuss the Dispute and negotiate in good faith in an effort to resolve the Dispute. (or any group of General Partners electing C) If the Performance Review Board is unable to act together) shall prepare a brief (a "Brief"), which includes a summary of resolve the issue, its proposed resolution of the issue and considerations in support of such proposed resolution, not later than Dispute within ten (10) days following Business Days after the failure referral of the chief executive officers Dispute to them, the Dispute will be referred to the Executive Review Board. The Executive Review Board will use reasonable efforts to resolve such dispute, and such Briefs shall be submitted to such reputable and experienced mediation service as is selected by the Partnership Board by Required Majority Vote Dispute or, failing if appropriate, to negotiate a modification or amendment to this Agreement. The Executive Review Board will meet as often, for such selection, by duration and as promptly as the Chief Executive Officer (Parties reasonably deem necessary to discuss the "Mediator"). During a period of twenty (20) days, Dispute and negotiate in good faith in an effort to resolve the Mediator and the General Partners shall attempt to reach a resolution of the Deadlock EventDispute. (iiiD) In During the event course of such discussions, all reasonable requests made by one Party to another for non-privileged or non-confidential information, reasonably related to the Dispute, will be considered in good faith in order that after each of the Parties may be fully apprised of the other’s position. The specific format for such twenty discussions will be left to the discretion of the Parties, but may include the preparation of agreed-upon statements of fact or written statements of position. (20E) day period The Parties will continue to perform their obligations under this Agreement (or to the extent reasonably possible in view of the Dispute being escalated) until such longer period time as the Partnership Board may approve Dispute has been resolved (by Required Majority Voteagreement or otherwise). While such escalation process is in process, neither Party will raise court proceedings against the other except where such action is necessary to stop or prevent an actual or threatened unauthorized disclosure of its Confidential Information, or to stop or prevent an actual or threatened misuse of its Intellectual Property Rights, or otherwise to stop or prevent irreparable harm to that Party. MA-IB-00136-2018 This is Schedule 6 (Change Control Procedures) (this “Schedule”) to the MSA by and between Juniper Networks, Inc. and International Business Machines Corporation. Unless otherwise expressly defined in this Schedule, the General Partners are still unable capitalized terms used in this Schedule have the meaning assigned to reach resolution of them in the Deadlock Event (such resolution to be evidenced by the requisite vote of the Partnership Board with respect to the underlying matters), the Deadlock Event shall constitute a Liquidating Event as provided in Section 14.1(a)(iii) unless the Partnership Board determines by Required Majority Vote not to dissolveMSA.