Common use of Mediation and Arbitration Clause in Contracts

Mediation and Arbitration. 27.1 The parties will use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to this agreement or any breach thereof. If such dispute cannot be settled amicably, through ordinary negotiations by the parties, the dispute shall be referred to the senior representative nominated by the Managing Director or Managing Partner of each party, who will meet in good faith in order to resolve the dispute. If the dispute is not resolved as a result of such meeting, either party may, within 7 (seven) days of its conclusion, propose to the other in writing that structured negotiations be entered into with the assistance of a mediator. 27.2 If the parties are unable to agree on a mediator, or if the mediator agreed upon is unwilling or unable to act, any party may within 7 (seven) days from the date of the proposal to appoint a mediator, or within 7 (seven) days of notice to any party that is unwilling or unable to act, apply to the Arbitration Foundation of South Africa (AFSA) to appoint a mediator. 27.3 The parties will, within 7 (seven) days of the appointment of the mediator, meet with him in order to agree on a program for the exchange of any information and the structure to be adopted for the negotiation to be held in Pretoria or Johannesburg. 27.4 All negotiations connected with the dispute will be conducted in complete confidentiality and the parties undertake not to divulge details of such negotiations, except to their professional advisors, who will also be subject to such confidentiality and will be without prejudice to the rights of the parties in future proceedings. 27.5 If the parties accept the mediator’s recommendations, or otherwise reach agreement on the resolution of the dispute, such agreement shall be reduced to writing and once, it is signed by the duly authorised representatives, shall be final and binding on the parties. 27.6 Failing agreement, any of the parties may invite the mediator to provide a non-binding, but informative opinion in writing as to the merits of the dispute and the rights and obligations of the parties. Such opinion will be provided on a without prejudice basis and will be private and confidential to the parties and may not be used in evidence in any proceedings commenced pursuant to the terms of this agreement, without the prior written consent of all the parties. 27.7 Should the parties fail to reach agreement in the structured negotiations within 30 (thirty) days of the mediator being appointed, such a failure shall be without prejudice to the right of any party, subsequently to refer any dispute or difference to arbitration, but the parties agree that, before resorting to arbitration, the structured negotiations in accordance with this clause shall have taken place. 27.8 That arbitration shall be held – 27.8.1 with only the parties and their representatives including their legal representatives, present thereat; 27.

Mediation and Arbitration. 27.1 If the Executive and the Employer have any dispute whatsoever relating to the interpretation, validity or performance of this Agreement, or any other dispute arising out of this Agreement, every reasonable attempt will be made to resolve any differences or dispute within thirty (30) days of an issuance of written notice by either party to the other party. If a successful resolution of any differences or dispute has not been achieved to the satisfaction of both parties at the end of the thirty (30) day period, the following steps will be used: Except as otherwise expressly provided hereunder, the parties agree that any and all disputes arising out of the Executive’s employment or cessation of employment, including but not limited to any dispute, controversy, or claim arising under any federal, state, or local statute, law, ordinance or regulation or under this Agreement, shall be resolved exclusively by Alternative Dispute Resolution described in this Agreement ("ADR"). The initiation of ADR shall first require mediation, and the parties will use their best efforts agree to negotiate in good faith and first try to settle any dispute that through mediation. Mediation shall be initiated by either party by the serving of a written notice of intent to mediate (a "Mediation Notice") by one party upon the other. If no resolution has been mutually agreed through mediation within ninety (90) days of service of a Mediation Notice, then and only then may arise out the dispute be submitted to arbitration. Arbitration shall be initiated by the serving of a written notice of intent to arbitrate (an "Arbitration Notice") by one party upon the other. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to preclude the Employer from seeking temporary or relate permanent injunctive relief and/or damages from a court of competent jurisdiction pursuant to Section 8 of this agreement or Agreement with respect to any breach thereofof Section 7 of this Agreement. (a) In the event that a party wishes to initiate ADR, a Mediation Notice must be served on the other party within six months from the date on which the claim arose. If such dispute the parties cannot mutually agree on a mediator, then a mediator shall be settled amicablyselected in accordance with the Employment Mediation Rules of the American Arbitration Association. (b) In the event that mediation is unsuccessful and arbitration is initiated, through ordinary negotiations it shall be conducted under the National Rules of the Resolution of Employment Disputes of the American Arbitration Association. There shall be a single arbitrator to be agreed upon by the parties, the dispute shall be referred to the senior representative nominated by the Managing Director or Managing Partner of each partyprovided that, who will meet in good faith in order to resolve the dispute. If the dispute is not resolved as a result of such meeting, either party may, within 7 (seven) days of its conclusion, propose to the other in writing that structured negotiations be entered into with the assistance of a mediator. 27.2 If if the parties are unable to agree on upon a mediatorsingle arbitrator, each party shall name an arbitrator and the two so named shall name a third arbitrator. The arbitration proceedings shall be heard by the arbitrator(s) and the decision of the arbitrator, or if the mediator agreed upon is unwilling or unable to act, any party may within 7 (seven) days from the date majority of the proposal to appoint a mediator, or within 7 (seven) days of notice to any party that is unwilling or unable to act, apply to the Arbitration Foundation of South Africa (AFSA) to appoint a mediator. 27.3 The parties will, within 7 (seven) days of the appointment of the mediator, meet with him in order to agree on a program for the exchange of any information and the structure to be adopted for the negotiation to be held in Pretoria or Johannesburg. 27.4 All negotiations connected with the dispute will be conducted in complete confidentiality and the parties undertake not to divulge details of such negotiations, except to their professional advisors, who will also be subject to such confidentiality and will be without prejudice to the rights of the parties in future proceedings. 27.5 If the parties accept the mediator’s recommendations, or otherwise reach agreement on the resolution of the dispute, such agreement shall be reduced to writing and once, it is signed by the duly authorised representativespanel if one has been selected, shall be final and binding on the parties. Judgment upon the arbitration award may be entered in any court of competent jurisdiction. An Arbitration Notice must be served on the other party within one year from the date on which the claim arose, and failure to bring such a claim within such one-year period shall constitute a waiver of such claim and an absolute bar to any further proceedings in any forum with respect to it. All mediation and arbitration proceedings shall be conducted in Bangor, Maine, unless the parties otherwise agree in writing. 27.6 Failing agreement(c) The cost of any mediation proceeding under this Section 9 shall be paid entirely by the Employer. The cost of any arbitration proceeding will be shared equally by the parties to the dispute; provided, any however, that, if the dispute is resolved in favor of the parties may invite the mediator to provide a non-binding, but informative opinion in writing as to the merits of the dispute and the rights and obligations of the parties. Such opinion will be provided on a without prejudice basis and will be private and confidential to the parties and may not be used in evidence in any proceedings commenced pursuant to the terms of this agreement, without the prior written consent of all the parties. 27.7 Should the parties fail to reach agreement in the structured negotiations within 30 (thirty) days of the mediator being appointedExecutive, such a failure cost shall be without prejudice to paid in full by the right of any party, subsequently to refer any dispute or difference to arbitration, but the parties agree that, before resorting to arbitration, the structured negotiations in accordance with this clause shall have taken place. 27.8 That arbitration Employer. Each party shall be held – 27.8.1 with only the parties responsible for its own cost of representation and their representatives including their legal representatives, present thereat; 27counsel.

Mediation and Arbitration. 27.1 26.1 The parties will use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to this agreement or any breach thereof. If such dispute cannot be settled amicably, through ordinary negotiations by the parties, the dispute shall be referred to the senior representative nominated by the Managing Director or Managing Partner of each party, who will meet in good faith in order to resolve the dispute. If the dispute is not resolved as a result of such meeting, either party may, within 7 (seven) days of its conclusion, propose to the other in writing that structured negotiations be entered into with the assistance of a mediator. 27.2 26.2 If the parties are unable to agree on a mediator, or if the mediator agreed upon is unwilling or unable to act, any party may within 7 (seven) days from the date of the proposal to appoint a mediator, or within 7 (seven) days of notice to any party that is unwilling or unable to act, apply to the Arbitration Foundation of South Africa (AFSA) to appoint a mediator. 27.3 26.3 The parties will, within 7 (seven) days of the appointment of the mediator, meet with him in order to agree on a program for the exchange of any information and the structure to be adopted for the negotiation to be held in Pretoria or Johannesburg, whichever is acceptable to the Seller. 27.4 26.4 All negotiations connected with the dispute will be conducted in complete confidentiality and the parties undertake not to divulge details of such negotiations, except to their professional advisors, who will also be subject to such confidentiality and will be without prejudice to the rights of the parties in future proceedings. 27.5 26.5 If the parties accept the mediator’s recommendations, or otherwise reach agreement on the resolution of the dispute, such agreement shall be reduced to writing and once, it is signed by the duly authorised representatives, shall be final and binding on the parties. 27.6 26.6 Failing agreement, any of the parties may invite the mediator to provide a non-binding, but informative opinion in writing as to the merits of the dispute and the rights and obligations of the parties. Such opinion will be provided on a without prejudice basis and will be private and confidential to the parties and may not be used in evidence in any proceedings commenced pursuant to the terms of this agreement, without the prior written consent of all the parties. 27.7 26.7 Should the parties fail to reach agreement in the structured negotiations within 30 (thirty) days of the mediator being appointed, such a failure shall be without prejudice to the right of any party, subsequently to refer any dispute or difference to arbitration, but the parties agree that, before resorting to arbitration, the structured negotiations in accordance with this clause shall have taken place. 27.8 26.8 That arbitration shall be held – 27.8.1 26.8.1 with only the parties and their representatives including their legal representatives, present thereat; 2726.8.2 At Pretoria or Johannesburg, whichever is acceptable to the Seller. 26.9 The arbitration shall be subject to the Uniform Rules of Court promulgated in terms of the Supreme Court Act 59 of 1959 subject to such shortened time periods as may be agreed between the parties. 26.10 The arbitrator shall be an impartial admitted commercial attorney or advocate whether practicing or non-practicing of not less than 15 (fifteen) years standing appointed by the parties or, failing agreement by the parties within 14 (fourteen) days after the arbitration has been demanded, at the request of either of the parties shall be nominated by the Law Society of the Northern Provinces. If such society fails or refuses to make the nomination, either party may approach the High Court of South Africa to make such an appointment. To the extent necessary, the court is expressly empowered to do so. 26.11 The parties shall keep the evidence in the arbitration proceedings and any other ruling made by any arbitrator confidential unless otherwise contemplated herein. 26.12 The arbitrator shall be obliged to give his award in writing fully supported by reasons. 26.13 The provisions of this clause are severable from the rest of this agreement and shall remain in effect even if this agreement is cancelled for any reason. 26.14 The arbitrator shall have the power to give default judgment if any party fails to make submissions on due date and/or fails to appear at the arbitration. 26.15 This clause shall not mean or be deemed to mean or interpreted to mean that either of the parties shall be precluded from obtaining interim relief on an urgent basis from a court of competent jurisdiction pending the decision of the arbitrator.

Mediation and Arbitration. 27.1 The parties will use their best efforts to negotiate in good faith and settle any 17.1 In the event of a dispute that may arise out of or relate to this agreement or any breach thereof. If arising between the Parties, such dispute cannot be settled amicably, through ordinary negotiations by the parties, the dispute shall be referred to mediation and in particular to a single mediator appointed by agreement between the senior representative nominated by Parties. Should the Managing Director or Managing Partner Parties be unable to reach agreement as to the mediator within a period of each party14 (fourteen) days after one Party has given the other notice of the necessity for the appointment of a mediator, who will meet then and in good faith in order such event any such dispute shall be referred to resolve the dispute. If the dispute is not resolved as a result of such meeting, either party may, within arbitration with 7 (seven) days of its conclusionafter the 14 (fourteen) days, propose to afore stated, has expired, or where a decision has been reached between the other in writing that structured negotiations be entered into with Parties at the assistance of a mediator. 27.2 If the parties are unable to agree on a mediatormediation process, or where deadlock has been reached, or if any Party has given notice that it does not want to continue with the mediation process. 17.2 In the event of arbitration after the mediator agreed upon is unwilling or being unable to act, cause a resolve to any party may within 7 (seven) days from the date of the proposal to appoint a mediatordispute, or a direct referral to arbitration, the arbitration process to be followed shall be as follows: 17.2.1 in the event of a dispute between the Parties either Party may give the other Party written notice of such dispute and call for arbitration within 7 (seven) days the time limit agreed to above; 17.2.2 such dispute shall be referred to arbitration by an arbitrator appointed by the Chairman at the time of notice to any party that is unwilling or unable to act, apply to the Arbitration Foundation of South Southern Africa (AFSA) to appoint a mediator.or such other arbitrator as the Parties may agree upon; 27.3 The parties will, 17.2.3 the arbitration shall take place in accordance with the procedures agreed upon by the Parties within 7 14 (sevenfourteen) days of the appointment notice of arbitration and the award of the mediator, meet with him in order to agree on a program for the exchange of any information and the structure to be adopted for the negotiation to be held in Pretoria or Johannesburg. 27.4 All negotiations connected with the dispute will be conducted in complete confidentiality and the parties undertake not to divulge details of such negotiations, except to their professional advisors, who will also be subject to such confidentiality and will be without prejudice to the rights of the parties in future proceedings. 27.5 If the parties accept the mediator’s recommendations, or otherwise reach agreement on the resolution of the dispute, such agreement shall be reduced to writing and once, it is signed by the duly authorised representatives, arbitrator shall be final and binding on the parties.Parties; 27.6 Failing agreement17.2.4 the arbitrator shall, inter alia, have the power to open up, review and revise any of the parties may invite the mediator certificate, opinion, decision, requisition or notice, and to provide a non-binding, but informative opinion determine all matters in writing as dispute which shall be submitted to the merits of the dispute and the rights and obligations of the parties. Such opinion will be provided on a without prejudice basis and will be private and confidential to the parties and may not be used him in evidence in any proceedings commenced pursuant to the terms of this agreementAgreement, without the prior written consent and of all the parties. 27.7 Should the parties fail to reach agreement which notice shall have been given at aforesaid, in the structured negotiations within 30 (thirty) days same manner as if no such certificate, opinion, decision, requisition or notice have been given; 17.2.5 upon every or any such reference the costs of and incidental to the reference and award shall be in the discretion of the mediator being appointedarbitrator, such a failure who may determine the amount thereof, or direct the same to be taxed as between attorney and client or as between party and party and shall direct by whom and to whom and in what manner the same shall be without prejudice borne and paid; 17.2.6 save as set out above, or if the Parties do not agree upon the rules to the right of any party, subsequently to refer any dispute or difference to arbitration, but the parties agree that, before resorting to arbitrationfollow, the structured negotiations arbitration proceedings contemplated by this clause shall proceed in accordance with this clause the provisions of the Arbitration Act No 42 of 1965; provided that either Party may and shall have taken placeenjoy the unrestricted right to institute action in the South Gauteng High Court (Johannesburg) or any other competent Court. 27.8 That arbitration 17.3 This clause is separate from the rest of this Agreement and shall be held – 27.8.1 with only the parties and their representatives including their legal representatives, present thereat; 27remain in effect even it this Agreement is terminated.

Mediation and Arbitration. 27.1 The parties will use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to this agreement or any breach thereof. If such dispute cannot be settled amicably, through ordinary negotiations by the parties, the dispute shall be referred to the senior representative nominated by the Managing Director or Managing Partner of each party, who will meet in good faith in order to resolve the dispute. If the dispute is not resolved as a result of such meeting, either party may, within 7 (seven) days of its conclusion, propose to the other in writing that structured negotiations be entered into with the assistance of a mediator. 27.2 If the parties are unable to agree on a mediator, or if the mediator agreed upon is unwilling or unable to act, any party may within 7 (seven) days from the date of the proposal to appoint a mediator, or within 7 (seven) days of notice to any party that is unwilling or unable to act, apply to the Arbitration Foundation of South Africa (AFSA) to appoint a mediator. 27.3 The parties will, within 7 (seven) days of the appointment of the mediator, meet with him in order to agree on a program for the exchange of any information and the structure to be adopted for the negotiation to be held in Pretoria or Johannesburg. 27.4 All negotiations connected with the dispute will be conducted in complete confidentiality and the parties undertake not to divulge details of such negotiations, except to their professional advisors, who will also be subject to such confidentiality and will be without prejudice to the rights of the parties in future proceedings. 27.5 If the parties accept the mediator’s recommendations, or otherwise reach agreement on the resolution of the dispute, such agreement shall be reduced to writing and once, it is signed by the duly authorised representatives, shall be final and binding on the parties. 27.6 Failing agreement, any of the parties may invite the mediator to provide a non-binding, but informative opinion in writing as to the merits of the dispute and the rights and obligations of the parties. Such opinion will be provided on a without prejudice basis and will be private and confidential to the parties and may not be used in evidence in any proceedings commenced pursuant to the terms of this agreement, without the prior written consent of all the parties. 27.7 Should the parties fail to reach agreement in the structured negotiations within 30 (thirty) days of the mediator being appointed, such a failure shall be without prejudice to the right of any party, subsequently to refer any dispute or difference to arbitration, but the parties agree that, before resorting to arbitration, the structured negotiations in accordance with this clause shall have taken place. 27.8 That arbitration shall be held – – 27.8.1 with only the parties and their representatives including their legal representatives, present thereat; 27.;

Mediation and Arbitration. 27.1 The parties will use their best efforts to negotiate in good faith and settle any 17.1 In the event of a dispute that may arise out of or relate to this agreement or any breach thereof. If arising between the Parties, such dispute cannot be settled amicably, through ordinary negotiations by the parties, the dispute shall be referred to mediation and in particular to a single mediator appointed by agreement between the senior representative nominated by Parties. Should the Managing Director or Managing Partner Parties be unable to reach agreement as to the mediator within a period of each party14 (fourteen) days after one Party has given the other notice of the necessity for the appointment of a mediator, who will meet then and in good faith in order such event any such dispute shall be referred to resolve the dispute. If the dispute is not resolved as a result of such meeting, either party may, within arbitration with 7 (seven) days of its conclusionafter the 14 (fourteen) days, propose to afore stated, has expired, or where a decision has been reached between the other in writing that structured negotiations be entered into with Parties at the assistance of a mediator. 27.2 If the parties are unable to agree on a mediatormediation process, or where deadlock has been reached, or if any Party has given notice that it does not want to continue with the mediation process. 17.2 In the event of arbitration after the mediator agreed upon is unwilling or being unable to act, cause a resolve to any party may within 7 (seven) days from the date of the proposal to appoint a mediatordispute, or a direct referral to arbitration, the arbitration process to be followed shall be as follows: 17.2.1 in the event of a dispute between the Parties either Party may give the other Party written notice of such dispute and call for arbitration within 7 (seven) days the time limit agreed to above; 17.2.2 such dispute shall be referred to arbitration by an arbitrator appointed by the Chairman at the time of notice to any party that is unwilling or unable to act, apply to the Arbitration Foundation of South Southern Africa (AFSA) to appoint a mediator.or such other arbitrator as the Parties may agree upon; 27.3 The parties will, 17.2.3 the arbitration shall take place in accordance with the procedures agreed upon by the Parties within 7 14 (sevenfourteen) days of the appointment notice of arbitration and the award of the mediator, meet with him in order to agree on a program for the exchange of any information and the structure to be adopted for the negotiation to be held in Pretoria or Johannesburg. 27.4 All negotiations connected with the dispute will be conducted in complete confidentiality and the parties undertake not to divulge details of such negotiations, except to their professional advisors, who will also be subject to such confidentiality and will be without prejudice to the rights of the parties in future proceedings. 27.5 If the parties accept the mediator’s recommendations, or otherwise reach agreement on the resolution of the dispute, such agreement shall be reduced to writing and once, it is signed by the duly authorised representatives, arbitrator shall be final and binding on the parties.Parties; 27.6 Failing agreement17.2.4 the arbitrator shall, inter alia, have the power to open up, review and revise any of the parties may invite the mediator certificate, opinion, decision, requisition or notice, and to provide a non-binding, but informative opinion determine all matters in writing as dispute which shall besubmitted to the merits of the dispute and the rights and obligations of the parties. Such opinion will be provided on a without prejudice basis and will be private and confidential to the parties and may not be used in evidence in any proceedings commenced pursuant to the himin terms of this agreementAgreement, without the prior written consent and of all the parties. 27.7 Should the parties fail to reach agreement which notice shall have been given at aforesaid, in the structured negotiations within 30 (thirty) days same manner as if no suchcertificate, opinion, decision, requisition or notice have been given; 17.2.5 upon every or any such reference the costs of and incidental to the reference and award shall be in the discretion of the mediator being appointedarbitrator, such a failure who may determine the amount thereof, ordirect the sametobetaxedas betweenattorney and client or as between party and party and shall be without prejudice direct by whom and to whom and in what manner the right of any partysame shall beborne and paid; 17.2.6 save as set out above, subsequently or if the Parties do not agree upon the rules to refer any dispute or difference to arbitration, but the parties agree that, before resorting to arbitrationfollow, the structured negotiations arbitration proceedings contemplated by this clause shall proceed in accordance with this clause the provisions of the Arbitration Act No 42 of 1965; provided that either Party may and shall have taken placeenjoy the unrestricted right to institute action in the South Gauteng High Court (Johannesburg) or any other competent Court. 27.8 That arbitration 17.3 This clause is separate from the rest of this Agreement and shall be held – 27.8.1 with only the parties and their representatives including their legal representatives, present thereat; 27remain in effect even it this Agreement is terminated.

Mediation and Arbitration. 27.1 The parties will use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to this agreement or any breach thereof. If such dispute cannot be settled amicably, through ordinary negotiations by the parties, the dispute shall be referred to the senior representative nominated by the Managing Director or Managing Partner of each party, who will meet in good faith in order to resolve the dispute. If the dispute is not resolved as a result of such meeting, either party may, within 7 (seven) days of its conclusion, propose to the other in writing that structured negotiations be entered into with the assistance of a mediator.such 27.2 If the parties are unable to agree on a mediator, or if the mediator agreed upon is unwilling or unable to act, any party may within 7 (seven) days from the date of the proposal to appoint a mediator, or within 7 (seven) days of notice to any party that is unwilling or unable to act, apply to the Arbitration Foundation of South Africa (AFSA) to appoint a mediator. 27.3 The parties will, within 7 (seven) days of the appointment of the mediator, meet with him in order to agree on a program for the exchange of any information and the structure to be adopted for the negotiation to be held in Pretoria or Johannesburg. 27.4 All negotiations connected with the dispute will be conducted in complete confidentiality and the parties undertake not to divulge details of such negotiations, except to their professional advisors, who will also be subject to such confidentiality and will be without prejudice to the rights of the parties in future proceedings. 27.5 If the parties accept the mediator’s recommendations, or otherwise reach agreement on the resolution of the dispute, such agreement shall be reduced to writing and once, it is signed by the duly authorised representatives, shall be final and binding on the parties. 27.6 Failing agreement, any of the parties may invite the mediator to provide a non-binding, but informative opinion in writing as to the merits of the dispute and the rights and obligations of the parties. Such opinion will be provided on a without prejudice basis and will be private and confidential to the parties and may not be used in evidence in any proceedings commenced pursuant to the terms of this agreement, without the prior written consent of all the parties. 27.7 Should the parties fail to reach agreement in the structured negotiations within 30 (thirty) days of the mediator being appointed, such a failure shall be without prejudice to the right of any party, subsequently to refer any dispute or difference to arbitration, but the parties agree that, before resorting to arbitration, the structured negotiations in accordance with this clause shall have taken place. 27.8 That arbitration shall be held – 27.8.1 with only the parties and their representatives including their legal representatives, present thereat; 27.

Mediation and Arbitration. 27.1 The parties will use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to this agreement or any breach thereof. If such dispute cannot be settled amicably, through ordinary negotiations by the parties, the dispute shall be referred to the senior representative nominated by the Managing Director or Managing Partner of each party, who will meet in good faith in order to resolve the dispute. If the dispute is not resolved as a result of such meeting, either party may, within 7 (seven) days of its conclusion, propose to the other in writing that structured negotiations be entered into with the assistance of a mediator. 27.2 If the parties are unable to agree on a mediator, or if the mediator agreed upon is unwilling or unable to act, any party may within 7 (seven) days from the date of the proposal to appoint a mediator, or within 7 (seven) days of notice to any party that is unwilling or unable to act, apply to the Arbitration Foundation of South Africa (AFSA) to appoint a mediator. 27.3 The parties will, within 7 (seven) days of the appointment of the mediator, meet with him in order to agree on a program for the exchange of any information and the structure to be adopted for the negotiation to be held in Pretoria or Johannesburg. 27.4 All negotiations connected with the dispute will be conducted in complete confidentiality and the parties undertake not to divulge details of such negotiations, except to their professional advisors, who will also be subject to such confidentiality and will be without prejudice to the rights of the parties in future proceedings. 27.5 If the parties accept the mediator’s recommendations, or otherwise reach agreement on the resolution of the dispute, such agreement shall be reduced to writing and once, it is signed by the duly authorised representatives, shall be final and binding on the parties. 27.6 Failing agreement, any of the parties may invite the mediator to provide a non-binding, but informative opinion in writing as to the merits of the dispute and the rights and obligations of the parties. Such opinion will be provided on a without prejudice basis and will be private and confidential to the parties and may not be used in evidence in any proceedings commenced pursuant to the terms of this agreement, without the prior written consent of all the parties.and 27.7 Should the parties fail to reach agreement in the structured negotiations within 30 (thirty) days of the mediator being appointed, such a failure shall be without prejudice to the right of any party, subsequently to refer any dispute or difference to arbitration, but the parties agree that, before resorting to arbitration, the structured negotiations in accordance with this clause shall have taken place. 27.8 That arbitration shall be held – 27.8.1 with only the parties and their representatives including their legal representatives, present thereat; 27.

Mediation and Arbitration. 27.1 The parties will use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to this agreement or any breach thereof. If such dispute cannot be settled amicably, through ordinary negotiations by the parties, the dispute shall be referred to the senior representative nominated by the Managing Director or Managing Partner of each party, who will meet in good faith in order to resolve the dispute. If the dispute is not resolved as a result of such meeting, either party may, within 7 (seven) days of its conclusion, propose to the other in writing that structured negotiations be entered into with the assistance of a mediator. 27.2 If the parties are unable to agree on a mediator, or if the mediator agreed upon is unwilling or unable to act, any party may within 7 (seven) days from the date of the proposal to appoint a mediator, or within 7 (seven) days of notice to any party that is unwilling or unable to act, apply to the Arbitration Foundation of South Africa (AFSA) to appoint a mediator. 27.3 The parties will, within 7 (seven) days of the appointment of the mediator, meet with him in order to agree on a program for the exchange of any information and the structure to be adopted for the negotiation to be held in Pretoria or Johannesburg. 27.4 All negotiations connected with the dispute will be conducted in complete confidentiality and the parties undertake not to divulge details of such negotiations, except to their professional advisors, who will also be subject to such confidentiality and will be without prejudice to the rights of the parties in future proceedings. 27.5 If the parties accept the mediator’s recommendations, or otherwise reach agreement on the resolution of the dispute, such agreement shall be reduced to writing and once, it is signed by the duly authorised representatives, shall be final and binding on the parties. 27.6 Failing agreement, any of the parties may invite the mediator to provide a non-binding, but informative opinion in writing as to the merits of the dispute and the rights and obligations of the parties. Such opinion will be provided on a without prejudice basis and will be private and confidential to the parties and may not be used in evidence in any proceedings commenced pursuant to the terms of this agreement, without the prior written consent of all the parties. 27.7 Should the parties fail to reach agreement in the structured negotiations within 30 (thirty) days of the mediator being appointed, such a failure shall be without prejudice to the right of any party, subsequently to refer any dispute or difference to arbitration, but the parties agree that, before resorting to arbitration, the structured negotiations in accordance with this clause shall have taken place. 27.8 That arbitration shall be held – 27.8.1 27. 8.1 with only the parties and their representatives including their legal representatives, present thereat; 27. 8.2 At Pretoria 27.9 The arbitration shall be subject to the Uniform Rules of Court promulgated in terms of the Supreme Court Act 59 of 1959 subject to such shortened time periods as may be agreed between the parties. 27.10 The arbitrator shall be an impartial admitted commercial attorney or advocate whether practicing or non-practicing of not less than 15 (fifteen) years standing appointed by the parties or, failing agreement by the parties within 14 (fourteen) days after the arbitration has been demanded, at the request of either of the parties shall be nominated by the Law Society of the Northern Provinces. If such society fails or refuses to make the nomination, either party may approach the High Court of South Africa to make such an appointment. To the extent necessary, the court is expressly empowered to do so. 27.11 The parties shall keep the evidence in the arbitration proceedings and any other ruling made by any arbitrator confidential unless otherwise contemplated herein. 27.12 The arbitrator shall be obliged to give his award in writing fully supported by reasons. 27.13 The provisions of this clause are severable from the rest of this agreement and shall remain in effect even if this agreement is cancelled for any reason. 27.14 The arbitrator shall have the power to give default judgment if any party fails to make submissions on due date and/or fails to appear at the arbitration. 27.15 This clause shall not mean or be deemed to mean or interpreted to mean that either of the parties shall be precluded from obtaining interim relief on an urgent basis from a court of competent jurisdiction pending the decision of the arbitrator.

Mediation and Arbitration. 27.1 26.1 The parties will use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to this agreement or any breach thereof. If such dispute cannot be settled amicably, through ordinary negotiations by the parties, the dispute shall be referred to the senior representative nominated by the Managing Director or Managing Partner of each party, who will meet in good faith in order to resolve the dispute. If the dispute is not resolved as a result of such meeting, either party may, within 7 (seven) days of its conclusion, propose to the other in writing that structured negotiations be entered into with the assistance of a mediator. 27.2 26.2 If the parties are unable to agree on a mediator, or if the mediator agreed upon is unwilling or unable to act, any party may within 7 (seven) days from the date of the proposal to appoint a mediator, or within 7 (seven) days of notice to any party that is unwilling or unable to act, apply to the Arbitration Foundation of South Africa (AFSA) to appoint a mediator. 27.3 26.3 The parties will, within 7 (seven) days of the appointment of the mediator, meet with him in order to agree on a program for the exchange of any information and the structure to be adopted for the negotiation to be held in Pretoria or Johannesburg, whichever is acceptable to the Seller. 27.4 26.4 All negotiations connected with the dispute will be conducted in complete confidentiality and the parties undertake not to divulge details of such negotiations, except to their professional advisors, who will also be subject to such confidentiality and will be without prejudice to the rights of the parties in future proceedings., 27.5 26.5 If the parties accept the mediator’s recommendations, or otherwise reach agreement on the resolution of the dispute, such agreement shall be reduced to writing and once, it is signed by the duly authorised representatives, shall be final and binding on the parties. 27.6 26.6 Failing agreement, any of the parties may invite the mediator to provide a non-binding, but informative opinion in writing as to the merits of the dispute and the rights and obligations of the parties. Such opinion will be provided on a without prejudice basis and will be private and confidential to the parties and may not be used in evidence in any proceedings commenced pursuant to the terms of this agreement, without the prior written consent of all the parties. 27.7 26.7 Should the parties fail to reach agreement in the structured negotiations within 30 (thirty) days of the mediator being appointed, such a failure shall be without prejudice to the right of any party, subsequently to refer any dispute or difference to arbitration, but the parties agree that, before resorting to arbitration, the structured negotiations in accordance with this clause shall have taken place. 27.8 26.8 That arbitration shall be held – 27.8.1 26.8.1 with only the parties and their representatives including their legal representatives, present thereat; 2726.8.2 At Pretoria or Johannesburg, whichever is acceptable to the Seller. 26.9 The arbitration shall be subject to the Uniform Rules of Court promulgated in terms of the Supreme Court Act 59 of 1959 subject to such shortened time periods as may be agreed between the parties. 26.10 The arbitrator shall be an impartial admitted commercial attorney or advocate whether practicing or non-practicing of not less than 15 (fifteen) years standing appointed by the parties or, failing agreement by the parties within 14 (fourteen) days after the arbitration has been demanded, at the request of either of the parties shall be nominated by the Law Society of the Northern Provinces. If such society fails or refuses to make the nomination, either party may approach the High Court of South Africa to make such an appointment. To the extent necessary, the court is expressly empowered to do so. 26.11 The parties shall keep the evidence in the arbitration proceedings and any other ruling made by any arbitrator confidential unless otherwise contemplated herein. 26.12 The arbitrator shall be obliged to give his award in writing fully supported by reasons. 26.13 The provisions of this clause are severable from the rest of this agreement and shall remain in effect even if this agreement is cancelled for any reason. 26.14 The arbitrator shall have the power to give default judgment if any party fails to make submissions on due date and/or fails to appear at the arbitration. 26.15 This clause shall not mean or be deemed to mean or interpreted to mean that either of the parties shall be precluded from obtaining interim relief on an urgent basis from a court of competent jurisdiction pending the decision of the arbitrator.

Mediation and Arbitration. 27.1 26.1 The parties will use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to this agreement or any breach thereof. If such dispute cannot be settled amicably, through ordinary negotiations by the parties, the dispute shall be referred to the senior representative nominated by the Managing Director or Managing Partner of each party, who will meet in good faith in order to resolve the dispute. If the dispute is not resolved as a result of such meeting, either party may, within 7 (seven) days of its conclusion, propose to the other in writing that structured negotiations be entered into with the assistance of a mediator. 27.2 26.2 If the parties are unable to agree on a mediator, or if the mediator agreed upon is unwilling or unable to act, any party may within 7 (seven) days from the date of the proposal to appoint a mediator, or within 7 (seven) days of notice to any party that is unwilling or unable to act, apply to the Arbitration Foundation of South Africa (AFSA) to appoint a mediator. 27.3 26.3 The parties will, within 7 (seven) days of the appointment of the mediator, meet with him in order to agree on a program for the exchange of any information and the structure to be adopted for the negotiation to be held in Pretoria or Johannesburg, whichever is acceptable to the Seller. 27.4 26.4 All negotiations connected with the dispute will be conducted in complete confidentiality and the parties undertake not to divulge details of such negotiations, except to their professional advisors, who will also be subject to such confidentiality and will be without prejudice to the rights of the parties in future proceedings. 27.5 26.5 If the parties accept the mediator’s recommendations, or otherwise reach agreement on the resolution of the dispute, such agreement shall be reduced to writing and once, it is signed by the duly authorised representatives, shall be final and binding on the parties. 27.6 26.6 Failing agreement, any of the parties may invite the mediator to provide a non-binding, but informative opinion in writing as to the merits of the dispute and the rights and obligations of the parties. Such opinion will be provided on a without prejudice basis and will be private and confidential to the parties and may not be used in evidence in any proceedings commenced pursuant to the terms of this agreement, without the prior written consent of all the parties. 27.7 26.7 Should the parties fail to reach agreement in the structured negotiations within 30 (thirty) days of the mediator being appointed, such a failure shall be without prejudice to the right of any party, subsequently to refer any dispute or difference to arbitration, but the parties agree that, before resorting to arbitration, the structured negotiations in accordance with this clause shall have taken place. 27.8 26.8 That arbitration shall be held – 27.8.1 – 26.8.1 with only the parties and their representatives including their legal representatives, present thereat; 27; 26.8.2 At Pretoria or Johannesburg, whichever is acceptable to the Seller. 26.9 The arbitration shall be subject to the Uniform Rules of Court promulgated in terms of the Supreme Court Act 59 of 1959 subject to such shortened time periods as may be agreed between the parties. 26.10 The arbitrator shall be an impartial admitted commercial attorney or advocate whether practicing or non-practicing of not less than 15 (fifteen) years standing appointed by the parties or, failing agreement by the parties within 14 (fourteen) days after the arbitration has been demanded, at the request of either of the parties shall be nominated by the Law Society of the Northern Provinces. If such society fails or refuses to make the nomination, either party may approach the High Court of South Africa to make such an appointment. To the extent necessary, the court is expressly empowered to do so. 26.11 The parties shall keep the evidence in the arbitration proceedings and any other ruling made by any arbitrator confidential unless otherwise contemplated herein. 26.12 The arbitrator shall be obliged to give his award in writing fully supported by reasons. 26.13 The provisions of this clause are severable from the rest of this agreement and shall remain in effect even if this agreement is cancelled for any reason. 26.14 The arbitrator shall have the power to give default judgment if any party fails to make submissions on due date and/or fails to appear at the arbitration. 26.15 This clause shall not mean or be deemed to mean or interpreted to mean that either of the parties shall be precluded from obtaining interim relief on an urgent basis from a court of competent jurisdiction pending the decision of the arbitrator.

Mediation and Arbitration. 27.1 The parties will use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to this agreement or any breach thereof. If such dispute cannot be settled amicably, through ordinary negotiations by the parties, the dispute shall be referred to the senior representative nominated by the Managing Director or Managing Partner of each party, who will meet in good faith in order to resolve the dispute. (a) If the dispute Dispute is not resolved as by the Senior Officers of each of the Parties then either Party shall be entitled to refer the Dispute to mediation and then to arbitration in terms of this clause 24.2 by notifying the other Party in writing of its intention to do so (“Dispute Notice”). (b) The Parties shall agree on a result of such meeting, either party may, mediator within 7 (seven) days Business Days of its conclusion, propose the notice referred to the other in writing that structured negotiations be entered into with the assistance of a mediatorclause 24.2(a). 27.2 (c) If for any reason the parties are unable to Parties do not agree on a mediator, or if the mediator agreed upon is unwilling or unable to act, any party may within 7 (seven) days from the date Business Days of the proposal Dispute Notice or the mediator agreed upon by the Parties cannot or does not accept an invitation to mediate and the Parties have for any reason failed to agree on another mediator within 10 (ten) Business Days of the Dispute Notice, then either Party may ask the chairperson of the Johannesburg Bar Council to appoint a mediator, or within 7 (seven) days of notice to any party that is unwilling or unable to act, apply to the Arbitration Foundation of South Africa (AFSA) to appoint a an accredited mediator. 27.3 (d) The parties will, Parties shall agree on the mediation procedure and failing agreement within 7 5 (sevenfive) days Business Days of the appointment Dispute Notice or such longer period of time as may be agreed to in writing, then the mediator, meet with him mediation shall take place in order to agree on a program for the exchange of any information and the structure to be adopted for the negotiation to be held in Pretoria or Johannesburg. 27.4 All negotiations connected accordance with the dispute will be conducted United Nations Commission on International Trade Law (“UNCITRAL”) Model Conciliation Rules in complete confidentiality and force at the parties undertake not to divulge details of such negotiations, except to their professional advisors, who will also be subject to such confidentiality and will be without prejudice to the rights of the parties in future proceedings. 27.5 If the parties accept the mediator’s recommendations, or otherwise reach agreement on the resolution time of the dispute. (e) If for any reason, such agreement shall be reduced to writing and once, it is signed including lack of co-operation by the duly authorised representativesParties, shall be final and binding on the parties. 27.6 Failing agreement, any of the parties may invite the mediator to provide a non-binding, but informative opinion in writing as to the merits of the dispute and the rights and obligations of the parties. Such opinion will be provided on a without prejudice basis and will be private and confidential to the parties and may Dispute is not be used in evidence in any proceedings commenced pursuant to the terms of this agreement, without the prior written consent of all the parties. 27.7 Should the parties fail to reach agreement in the structured negotiations settled by mediation within 30 (thirty) days of the mediator being appointedDispute Notice or such longer period of time as the Parties may agree in writing, such a failure then the Dispute shall be without prejudice to settled by arbitration. (f) The mediation and the right arbitration shall be administered by the Parties. (g) The number of any party, subsequently to refer any dispute or difference to arbitration, but mediators shall be 1 (one) and the parties agree that, before resorting to arbitration, number of arbitrators shall be 1 (one). (h) The mediation and arbitration shall take place in South Africa at the structured negotiations place stipulated in accordance with the Agreement Details. (i) The governing substantive law of this Agreement shall be South African law. (j) The governing procedural law of mediation and the arbitration shall be South African law. (k) Nothing in this clause shall have taken placepreclude any Party from seeking urgent interim relief from any Court of competent jurisdiction. 27.8 That arbitration (l) The provisions of this clause : (i) constitute an irrevocable consent by the Parties to the proceedings contemplated in terms hereof and neither Party shall be held – 27.8.1 with only entitled to withdraw from the parties provisions of this clause or claim at any such proceedings that it is not bound by this clause or such proceedings; and (ii) are severable from the rest of this Agreement and their representatives including their legal representativesshall remain in effect despite the termination, present thereat; 27cancellation, invalidity or alleged invalidity of this Agreement for any reason whatsoever.

Mediation and Arbitration. 27.1 26.1 The parties will use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to this agreement or any breach thereof. If such dispute cannot be settled amicably, through ordinary negotiations by the parties, the dispute shall be referred to the senior representative nominated by the Managing Director or Managing Partner of each party, who will meet in good faith in order to resolve the dispute. If the dispute is not resolved as a result of such meeting, either party may, within 7 (seven) days of its conclusion, propose to the other in writing that structured negotiations be entered into with the assistance of a mediator. 27.2 26.2 If the parties are unable to agree on a mediator, or if the mediator agreed upon is unwilling or unable to act, any party may within 7 (seven) days from the date of the proposal to appoint a mediator, or within 7 (seven) days of notice to any party that is unwilling or unable to act, apply to the Arbitration Foundation of South Africa (AFSA) to appoint a mediator. 27.3 26.3 The parties will, within 7 (seven) days of the appointment of the mediator, meet with him in order to agree on a program for the exchange of any information and the structure to be adopted for the negotiation to be held in Pretoria or Johannesburg, whichever is acceptable to the Seller. 27.4 26.4 All negotiations connected with the dispute will be conducted in complete confidentiality and the parties undertake not to divulge details of such negotiations, except to their professional advisors, who will also be subject to such confidentiality and will be without prejudice to the rights of the parties in future proceedings. 27.5 26.5 If the parties accept the mediator’s recommendations, or otherwise reach agreement on the resolution of the dispute, such agreement shall be reduced to writing and once, it is signed by the duly authorised representatives, shall be final and binding on the parties.the 27.6 26.6 Failing agreement, any of the parties may invite the mediator to provide a non-binding, but informative opinion in writing as to the merits of the dispute and the rights and obligations of the parties. Such opinion will be provided on a without prejudice basis and will be private and confidential to the parties and may not be used in evidence in any proceedings commenced pursuant to the terms of this agreement, without the prior written consent of all the parties. 27.7 26.7 Should the parties fail to reach agreement in the structured negotiations within 30 (thirty) days of the mediator being appointed, such a failure shall be without prejudice to the right of any party, subsequently to refer any dispute or difference to arbitration, but the parties agree that, before resorting to arbitration, the structured negotiations in accordance with this clause shall have taken place. 27.8 26.8 That arbitration shall be held – 27.8.1 26.8.1 with only the parties and their representatives including their legal representatives, present thereat; 2726.8.2 At Pretoria or Johannesburg, whichever is acceptable to the Seller. 26.9 The arbitration shall be subject to the Uniform Rules of Court promulgated in terms of the Supreme Court Act 59 of 1959 subject to such shortened time periods as may be agreed between the parties. 26.10 The arbitrator shall be an impartial admitted commercial attorney or advocate whether practicing or non-practicing of not less than 15 (fifteen) years standing appointed by the parties or, failing agreement by the parties within 14 (fourteen) days after the arbitration has been demanded, at the request of either of the parties shall be nominated by the Law Society of the Northern Provinces. If such society fails or refuses to make the nomination, either party may approach the High Court of South Africa to make such an appointment. To the extent necessary, the court is expressly empowered to do so. 26.11 The parties shall keep the evidence in the arbitration proceedings and any other ruling made by any arbitrator confidential unless otherwise contemplated herein. 26.12 The arbitrator shall be obliged to give his award in writing fully supported by reasons. 26.13 The provisions of this clause are severable from the rest of this agreement and shall remain in effect even if this agreement is cancelled for any reason. 26.14 The arbitrator shall have the power to give default judgment if any party fails to make submissions on due date and/or fails to appear at the arbitration. 26.15 This clause shall not mean or be deemed to mean or interpreted to mean that either of the parties shall be precluded from obtaining interim relief on an urgent basis from a court of competent jurisdiction pending the decision of the arbitrator. For any litigation in terms of clause 26.15, the Parties hereto consent to the jurisdiction of the Magistrates' Court in terms of Section 45 read with Section 28 of the Magistrates’ Court Act of 1944 as amended. Notwithstanding the aforementioned, this shall not preclude either Party from approaching the High Court of South Africa for any relief sought.