Common use of Informal Dispute Resolution Process Clause in Contracts

Informal Dispute Resolution Process. (a) Subject to Sections 20.1(b) and 20.1(c), the Parties initially shall attempt to resolve their dispute informally, in accordance with the following: (i) Upon the written notice by a Party to the other Party of a dispute (“Dispute Date”), each Party shall appoint a designated representative whose task it will be to meet for the purpose of endeavoring to resolve such dispute. The designated representatives of a Party shall have the authority to resolve the dispute on behalf of such Party. (ii) The designated representatives shall meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue which the Parties believe to be appropriate and germane in connection with its resolution. The Confidential Master Services Agreement representatives shall discuss the problem and attempt to resolve the dispute without the necessity of any formal proceeding. (iii) During the course of discussion, all reasonable requests made by a Party to the other for non-privileged information, reasonably related to this Agreement, shall be honored in order that a Party may be fully advised of the other’s position. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) After ten (10) Business Days or such other period as the Parties may agree, following the Dispute Date and prior to commencement of any litigation as permitted under Section 20.1(c), both Parties may agree to initiate non-binding mediation of the dispute by submitting to the American Arbitration Association (the dispute mediation entity, “DM”) a written request for mediation under the Commercial Mediation rules of such organization, setting forth the subject of the dispute and the relief requested. The Parties shall cooperate with DM and each other in the mediation process, and any such mediation shall be held in New York, New York. The mediation shall be conducted in accordance with the applicable practices and procedures of DM. Either Party, upon notice to DM and to the other Party, may terminate the mediation process. Each Party shall bear its own expenses in the mediation process and shall share equally the charges of DM. (c) Litigation of a dispute may be commenced by either Party upon the earlier to occur of any of the following: (i) the designated representatives mutually conclude that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) forty-five (45) days have elapsed from the Dispute Date. (d) Notwithstanding the above, either Party may commence litigation if it is deemed appropriate by a Party to avoid the expiration of an applicable limitations period or to preserve a superior position with respect to other creditors, or a Party makes a good faith determination, including as provided in Section 21.10 respecting ACI, that a breach of this Agreement by the other Party is such that a temporary restraining order or other injunctive relief is necessary. (e) No resolution or attempted resolution of any dispute or disagreement pursuant to this Section 20.1 shall be deemed to be a waiver of any term or provision of this Agreement or consent to any breach unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented.

Informal Dispute Resolution Process. (a) Subject to Sections 20.1(b) and 20.1(c), the Parties initially shall attempt to resolve their dispute informally, in accordance with the following: (i) Upon the written notice by a Party to the other Party of a dispute (“Dispute Date”), each Party shall appoint a designated representative whose task it will be to meet for the purpose of endeavoring to resolve such dispute. The designated representatives of a Party shall have the authority to resolve the dispute on behalf of such Party. (ii) The designated representatives shall meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue which the Parties believe to be appropriate and germane in connection with its resolution. The Confidential Master Services Agreement representatives shall discuss the problem and attempt to resolve the dispute without the necessity of any formal proceeding. (iii) During the course of discussion, all reasonable requests made by a Party to the other for non-privileged information, reasonably related to this Agreement, shall be honored in order that a Party may be fully advised of the other’s position. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) After ten (10) Business Days or such other period as the Parties may agree, following the Dispute Date and prior to commencement of any litigation as permitted under Section 20.1(c), both Parties may agree to initiate non-binding mediation of the dispute by submitting to the American Arbitration Association (the dispute mediation entity, “DM”) a written request for mediation under the Commercial Mediation rules of such organization, setting forth the subject of the dispute and the relief requested. The Parties shall cooperate with DM and each other in the mediation process, and any such mediation shall be held in New York, New York. The mediation shall be conducted in accordance with the applicable practices and procedures of DM. Either Party, upon notice to DM and to the other Party, may terminate the mediation process. Each Party shall bear its own expenses in the mediation process and shall share equally the charges of DM. (c) Litigation of a dispute may be commenced by either Party upon the earlier to occur of any of the following: (i) the designated representatives mutually conclude that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) forty-five (45) days have elapsed from the Dispute Date. (d) Notwithstanding the above, either Party may commence litigation if it is deemed appropriate by a Party to avoid the expiration of an applicable limitations period or to preserve a superior position with respect to other creditors, or a Party makes a good faith determination, including as provided in Section 21.10 respecting ACI, that a breach of this Agreement by the other Party is such that a temporary restraining order or other injunctive relief is necessary. (e) No resolution or attempted resolution of any dispute or disagreement pursuant to this Section 20.1 shall be deemed to be a waiver of any term or provision of this Agreement or consent to any breach unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented.

Informal Dispute Resolution Process. (a) Subject to Sections 20.1(b) and 20.1(c), the Parties initially shall attempt to resolve their dispute informally, in accordance with the following: (i) Upon the written notice by a Party to the other Party of a dispute (“Dispute Date”), each Party shall appoint a designated representative who does not devote substantially all of his or her time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. The designated representatives of a Party shall have the authority to resolve the dispute on behalf of such Party. (ii) The designated representatives shall meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue which the Parties believe to be appropriate and germane in connection with its resolution. The Confidential Master Services Agreement representatives shall discuss the problem and attempt to resolve the dispute without the necessity of any formal proceeding. (iii) During the course of discussion, all reasonable requests made by a Party to the other for non-privileged information, reasonably related to this Agreement, shall be honored in order that a Party may be fully advised of the other’s position. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) After ten (10) Business Days or such other period as the Parties may agree, days following the Dispute Date and prior to commencement of any litigation as permitted under Section 20.1(c), both Parties either Party may agree to initiate non-binding mediation of the dispute by submitting to the American Arbitration Association (the dispute mediation entity, “DM”) and to the other Party a written request for mediation under the Commercial Mediation rules of such organization, setting forth the subject of the dispute and the relief requested. The Parties shall cooperate with DM and each other in the mediation process, and any such mediation shall be held in New York, New YorkHartford Connecticut. The mediation shall be conducted in accordance with the applicable practices and procedures of DM. Either Upon commencement of litigation as permitted under Section 20.1(c), either Party, upon notice to DM and to the other Party, may terminate the mediation process. Each Party shall bear its own expenses in the mediation process and shall share equally the charges of DM. (c) Litigation of a dispute may be commenced by either Party upon the earlier to occur of any of the following: (i) the designated representatives mutually conclude that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) forty-five (45) days have elapsed from the Dispute Date. (d) Notwithstanding the above, either Party may commence litigation if it is deemed appropriate by a Party to avoid the expiration of an applicable limitations period or to preserve a superior position with respect to other creditors, or a Party makes a good faith determination, including as provided in Section 21.10 21.12 respecting ACIPhoenix, that a breach of this the Agreement by the other Party is such that a temporary restraining order or other injunctive relief is necessary. (e) No resolution or attempted resolution of any dispute or disagreement pursuant to this Section 20.1 shall be deemed to be a waiver of any term or provision of this Agreement or consent to any breach unless such waiver or consent shall be in writing and signed by the Party party claimed to have waived or consented.

Informal Dispute Resolution Process. (a) Subject to Sections 20.1(b) and 20.1(c), the Parties initially shall attempt to resolve their dispute informally, in accordance with the following: (i) Upon the written notice by a Party to the other Party of a dispute (“"Dispute Date”"), each Party shall appoint a designated representative who does not devote substantially all of his or her time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. The designated representatives of a Party shall have the authority to resolve the dispute on behalf of such Party. (ii) The designated representatives shall meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue which the Parties believe to be appropriate and germane in connection with its resolution. The Confidential Master Services Agreement representatives shall discuss the problem and attempt to resolve the dispute without the necessity of any formal proceeding.. _______________________________________________________________________________________________________________ July 29, 2004 Phoenix and Vendor CONFIDENTIAL Page 81 BRMFS1 509411v3 Technology Services Agreement _______________________________________________________________________________________________________________ (iii) During the course of discussion, all reasonable requests made by a Party to the other for non-privileged information, reasonably related to this Agreement, shall be honored in order that a Party may be fully advised of the other’s 's position. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) After ten (10) Business Days or such other period as the Parties may agree, days following the Dispute Date and prior to commencement of any litigation as permitted under Section 20.1(c), both Parties either Party may agree to initiate non-binding mediation of the dispute by submitting to the American Arbitration Association (the dispute mediation entity, “"DM”") and to the other Party a written request for mediation under the Commercial Mediation rules of such organization, setting forth the subject of the dispute and the relief requested. The Parties shall cooperate with DM and each other in the mediation process, and any such mediation shall be held in New York, New YorkHartford Connecticut. The mediation shall be conducted in accordance with the applicable practices and procedures of DM. Either Upon commencement of litigation as permitted under Section 20.1(c), either Party, upon notice to DM and to the other Party, may terminate the mediation process. Each Party shall bear its own expenses in the mediation process and shall share equally the charges of DM. (c) Litigation of a dispute may be commenced by either Party upon the earlier to occur of any of the following: (i) the designated representatives mutually conclude that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) forty-five (45) days have elapsed from the Dispute Date. (d) Notwithstanding the above, either Party may commence litigation if it is deemed appropriate by a Party to avoid the expiration of an applicable limitations period or to preserve a superior position with respect to other creditors, or a Party makes a good faith determination, including as provided in Section 21.10 21.11 respecting ACIPhoenix, that a breach of this the Agreement by the other Party is such that a temporary restraining order or other injunctive relief is necessary. (e) No resolution or attempted resolution of any dispute or disagreement pursuant to this Section 20.1 shall be deemed to be a waiver of any term or provision of this Agreement or consent to any breach unless such waiver or consent shall be in writing and signed by the Party party claimed to have waived or consented.