Escalation Process; Good Faith Negotiation Clause Samples
The "Escalation Process; Good Faith Negotiation" clause establishes a structured procedure for resolving disputes between parties by requiring them to first attempt to resolve disagreements through direct negotiation in good faith. Typically, this involves escalating the issue through designated representatives or management levels within each organization before considering formal dispute resolution methods such as arbitration or litigation. By mandating good faith efforts and a clear escalation path, the clause aims to encourage amicable settlements, reduce unnecessary legal costs, and ensure that disputes are addressed efficiently and collaboratively.
Escalation Process; Good Faith Negotiation. (a) Escalation Process During the Separation Oversight Period.
(i) The Navient Program Manager and the SLM BankCo Program Manager shall attempt in good faith to negotiate a resolution to any issues, disputes, controversies or claims arising out of or relating to this Agreement or any Ancillary Agreement (including matters relating to each Party’s rights or the performance of obligations under this Agreement or any Ancillary Agreement or regarding whether any Assets are Navient Assets or SLM BankCo Assets, any Liabilities are Navient Liabilities or SLM BankCo Liabilities) (each, a “Dispute”) within five business days of written notice of any such Dispute (a “Dispute Notice”) being delivered by one Program Manager to the other Program Manager.
(ii) During the Separation Oversight Period, the Navient Program Manager and the SLM BankCo Program Manager shall escalate to the Separation Oversight Committee any Dispute that cannot be resolved by the Program Managers within five business days following delivery of a Dispute Notice. The Separation Oversight Committee shall attempt in good faith to negotiate a resolution of each Dispute escalated by the Program Managers.
(iii) If any Dispute is not resolved by the Separation Oversight Committee within 10 business days following escalation of such Dispute to the Separation Oversight Committee, (A) the Navient members of the Separation Oversight Committee shall consult with (x) as to any Dispute that arises out of or related to the IT Transition, the SMI Board and (y) as to all other Disputes, the Navient Board (or a committee thereof appointed for such purpose), which in each case may direct the Navient members how to proceed with respect to such Dispute, and (B) the SLM BankCo members of the Separation Oversight Committee shall consult with the SLM BankCo Board (or a committee thereof appointed for such purpose), which may direct the SLM BankCo members how to proceed with respect to such Dispute.
(iv) If any Dispute remains unresolved for any reason for a period of 15 business days following escalation of such Dispute to the Separation Oversight Committee, or if a Party reasonably concludes that the other Party is not willing to negotiate as contemplated by this Section 7.2, the Dispute may be submitted to the dispute resolution procedures in accordance with Section 7.3 or Section 10.13.
Escalation Process; Good Faith Negotiation