Program Decision-making; Dispute Resolution Clause Samples

Program Decision-making; Dispute Resolution. (a) In the event of (i) any Program Decision Matter submitted by a party pursuant to Section 3.4 for resolution pursuant to this Section 3.5, or (ii) any disagreement, controversy or claim between the parties directly or indirectly arising out of or relating to this Agreement (any such disagreement, controversy or claim, a “Dispute”) which the Operating Committee has been unable to resolve after good faith efforts, the Operating Committee shall refer such Program Decision Matter or Dispute to the Executive Committee. The Executive Committee shall promptly meet to review and discuss such Program Decision Matter or Dispute and shall use commercially reasonable efforts to resolve Program Decision Matters or Disputes within fifteen (15) Business Days after receiving notice of such escalation delivered in accordance with the procedures set forth in Section 3.4; subject to the provisions set forth in Schedule 3.5(a). (b) In the event the Executive Committee is unable to resolve a Program Decision Matter submitted by a party pursuant to Section 3.4 for resolution pursuant to this Section 3.5 within the timeframe set forth in Section 3.5(a), then (i) if this Agreement provides that Company or Bank, as applicable, has decision-making or deadlock-breaking authority with respect to such matter, then such party shall be entitled to resolve such matter, or (ii) if this Agreement does not so provide such decision-making or deadlock-breaking authority to Company or Bank, such Program Decision Matter shall remain open and the then-current practice shall continue until the parties mutually agree otherwise. For the avoidance of doubt, any Dispute arising out of or relating to this Agreement regarding any matter other than a Program Decision Matter, including any Dispute regarding the interpretation of any provision of this Agreement with respect to the performance by either party hereunder, shall not be subject to the provisions of Section 3.5(b), and in the event the Executive Committee fails to resolve any such Dispute, nothing herein shall preclude a party from asserting any legal rights or remedies it may have in respect of such Dispute. Nothing in this Section 3.5 shall be construed to prevent or delay any party from exercising any termination rights hereunder or from seeking from a court a temporary restraining order or other temporary or preliminary relief pending final resolution of a Dispute. * 30