Common use of Referral to an Expert Clause in Contracts

Referral to an Expert. 15.2.1 If the Dispute is not settled within the thirty (30) Day period as provided for in Clause 15.1 and by agreement between the Parties it is deemed that a referral to an expert is necessary, then either Party may refer the Dispute to an expert for determination. 15.2.2 Either Party may give notice to the other Party of its intention (“Notice of Intention to Refer”) to refer the Dispute to an expert, which shall include, among other things, (a) a description of the Dispute, (b) the grounds on which such referring Party relies in seeking to have the Dispute determined in its favour, and (c) all written material which such referring Party proposes to submit to the expert; provided that this Clause 15.2.2 shall not be construed so as to prevent such referring Party from using or producing further written material which comes into existence or comes to such referring Party’s attention after the Notice of Intention to Refer is given, but in such event the other Party shall be allowed a reasonable time to respond thereto. 15.2.3 The other Party shall within seven (7) Days after service of the Notice of Intention to Refer, give to the referring Party a notice of its intention to defend (“Notice of Intention to Defend”), which shall include, among other things, (a) the grounds upon which such responding Party relies in seeking to have the Dispute determined in its favour and (b) all written material that such responding Party proposes to submit to the expert; provided that this Clause 15.2.3 shall not be construed so as to prevent such responding Party from using or producing further written material which comes into existence or comes to such responding Party’s attention after the Notice of Intention to Defend is given, but in such event the referring Party shall be allowed a reasonable time to respond thereto. 15.2.4 Within fourteen (14) Days after service of a Notice of Intention to Defend, the Parties shall agree on an expert and on the terms under which the Dispute shall be referred. In the event that the Parties are unable within fourteen (14) Days after service of a Notice of Intention to Defend to agree on the expert to be appointed or the terms of such expert’s reference or both, then both Parties may request the head of [A Relevant Professional Body] to appoint an expert, and the terms of reference of such expert’s appointment shall be those set out in the Notice of Intention to Refer and the Notice of Intention to Defend. 15.2.5 Within seven (7) Days of the appointment of the expert, the expert shall nominate a time and place in Kingston, Jamaica for a hearing of the Parties on the Dispute, which time shall not be more than twenty one (21) Days after the expert’s appointment. At the time nominated for the hearing, each Party must appear before the expert and present its case. The expert must render his decision on the Dispute within thirty (30) Days and no later than sixty (60) Days after completion of the hearing depending on the complexity of the Dispute and must forthwith advise the Parties in writing of his determination and his reasons therefor. 15.2.6 Any evidence given or statements made in the course of the hearing may not be used against a Party in any other proceedings. The proceedings shall not be regarded as arbitration and the laws relating to commercial arbitrations shall not apply; provided, that the expert shall resolve the Dispute in accordance with the Laws of Jamaica. The decision of the expert shall be final and binding upon both Parties upon the delivery to them of the expert’s written determination upon mutual agreement between the parties, save in the event of fraud, misrepresentation of fact, serious mistake or miscarriage. 15.2.7 If the expert does not render a decision within a period of ninety (90) Days after his appointment or such longer or shorter period as the Parties may agree in writing or the expert has indicated that he is not able to complete the assignment, either Party may upon giving notice to the other, terminate such appointment, and the Parties may agree to appoint a new expert who shall resolve the Dispute in accordance with the provisions of this Clause

Referral to an Expert. 15.2.1 20.2.1 If the Dispute is cannot be settled within the thirty (30) Day period as provided for allowed in Clause 15.1 and by agreement between the Parties it is deemed that a 20.1 and: 20.2.1.1 referral to an expert is necessaryrequired by this Agreement; or 20.2.1.2 the Parties otherwise agree in writing, then either Party may refer in each case, the Dispute shall be referred to an expert for determination. 15.2.2 Either 20.2.2 The Party specified in the relevant provision as having the right (or either Party if no single Party is so specified) may give notice ("Notice of Intention to Refer") to the other Party of its intention (“to so refer the Dispute. The Party giving that notice is referred to herein as the "Applicant", and the Party to whom such notice is given is referred to herein as the "Respondent". 20.2.3 A Notice of Intention to Refer”) to refer the Dispute to an expert, which Refer shall include, among other things, (a) inter alia: 20.2.3.1 a description of the Dispute, (b) ; 20.2.3.2 proposed terms of reference to provide to the expert; 20.2.3.3 the grounds on which such referring Party the Applicant relies in seeking to have the Dispute determined in its favour, and (c) ; and 20.2.3.4 all written material which such referring Party the Applicant proposes to submit to the expert; provided , except that this Clause 15.2.2 20.2.3 shall not be construed so as to prevent such referring Party the Applicant from using or producing further written material which comes into existence or comes to such referring Party’s the Applicant's attention after the Notice of Intention to Refer is given, but in such event the other Party Respondent shall be allowed a reasonable time to respond thereto. 15.2.3 20.2.4 The other Party Respondent shall within seven fifteen (715) Days after service of the Notice of Intention to Refer, give to the referring Party Applicant a notice of its intention to defend (“"Notice of Intention to Defend”), ") of intention to defend which shall include, among other thingsinter alia: 20.2.4.1 whether the Respondent agrees with the terms of reference proposed by the Applicant and, (a) if it does not agree, its own proposed terms of reference; 20.2.4.2 the grounds upon which such responding Party the Respondent relies in seeking to have the Dispute question determined in its favour and (b) favour; and 20.2.4.3 all written material that such responding Party the Respondent proposes to submit to the expert; provided , except that this Clause 15.2.3 20.2.4 shall not be construed so as to prevent such responding Party the Respondent from using or producing further written material which comes into existence or comes to such responding Party’s the Respondent's attention after the Notice of Intention to Defend is given, given but in such event the referring Party Applicant shall be allowed a reasonable time to respond thereto. 15.2.4 Within fourteen 20.2.5 If within fifteen (1415) Days after service of a Notice of Intention to Defend, the Parties shall agree have agreed on an expert and on the terms of reference under which the Dispute shall be referred. , the Dispute shall be so referred. 20.2.6 In the event that the Parties are unable within fourteen fifteen (1415) Days after service of a Notice of Intention to Defend to agree on the upon an expert to be appointed hereunder or upon the terms of such expert’s 's reference or both, then both Parties either Party may request request: 20.2.6.1 for all Disputes involving invoices or amounts owed by one Party to the head other, the [◆]; 20.2.6.2 for all Disputes other than Disputes involving invoices or amounts owed by one Party to the other, then presiding president of the [A Relevant Professional Body] ◆], in either case, they may refer the matater to the Authority or to appoint an expert, and the terms of reference of such expert’s 's appointment shall be shall, to the extent possible, reflect (i) common ground between those terms of reference set out in the Notice of Intention to Refer and those in the Notice of Intention to DefendDefend and (ii), where consistent with that common ground, the provisions of this Clause 20.2. 15.2.5 20.2.7 If the Respondent fails to give the Notice of Intention to Defend to the Applicant in accordance with Clause 20.2.4: 20.2.7.1 the terms of reference set out in the Notice of Intention to Refer shall be adopted, incorporating where applicable and not inconsistent, the terms of this Clause 20.2; 20.2.7.2 the Applicant may request that an expert be appointed by following the procedure set out in Clause 20.2.6. 20.2.8 Notwithstanding any other provision of this Clause 20, no expert appointed pursuant to Clause 20.2 shall be a national of the jurisdiction of either Party to this Agreement or of the jurisdiction of any of the Initial Shareholders (nor shall such expert be a former employee or agent of any such person). 20.2.9 Within seven thirty (730) Days of the appointment of the expert, the expert shall nominate a time and place in Kingston, Jamaica [NEUTRAL GROUND] for a hearing of the Parties on the Dispute, which time shall not be more than twenty one thirty (2130) Days after the expert’s 's appointment. . 20.2.10 The Parties shall not be entitled to apply for discovery of documents but shall be entitled to have access to the other Party's records and data in accordance with Clause 9.10.3. 20.2.11 At the time nominated for the hearing, each Party must appear before the expert and present its case. Each Party's case shall reflect only: 20.2.11.1 the grounds and the written material referred to in, in the case of the Applicant, the Notice of Intention to Refer and, in the case of the Respondent, the Notice of Intention to Defend; 20.2.11.2 any further written material which comes into existence or comes to the relevant Party's attention after it has served the Notice of Intention to Refer or the Notice of Intention to Defend, as applicable; and 20.2.11.3 any response given by the relevant Party in accordance with Clause 20.2.3 or 20.2.4, as applicable. 20.2.12 The expert must render his decision on the Dispute within thirty (30) Days and no later than sixty (60) Days after completion of the hearing depending on the complexity of the Dispute and must forthwith advise the Parties in writing of his determination and his reasons thereforthereof. 15.2.6 Any 20.2.13 The proceedings shall be without prejudice and any evidence given or statements made in the course of the hearing may not be used against a Party in any other proceedings. . 20.2.14 The proceedings shall not be regarded as an arbitration and the laws relating to commercial arbitrations shall not apply; provided, however, that the expert shall resolve the Dispute in accordance with the Laws of Jamaica. Tanzania. 20.2.15 Once a Dispute is referred to an expert, the expert may shorten any of the time periods required by this Clause 20.2 if, in the expert's best judgment, the Dispute requires expeditious resolution. 20.2.16 The decision of the expert shall be final and binding upon both Parties upon the delivery to them of the expert’s 's written determination upon mutual agreement between the partiesdetermination, save in the event of fraud, misrepresentation of factcollusion, serious mistake or miscarriagepartiality, material departure from instruction. 15.2.7 20.2.17 If the expert does not render a decision within a period of ninety thirty (9030) Days after of his appointment or such longer or shorter period as the Parties may agree in writing or the expert has indicated that he is not able to complete the assignmentwriting, either Party may may, upon giving notice to the other, terminate such appointment, and the Parties may agree to appoint a new expert shall be appointed who shall resolve the Dispute in accordance with the provisions of this ClauseClause 20.2. If the Dispute is not resolved by one or more experts within three (3) Months after the receipt by the Respondent of the Notice of Intention to Refer, then either Party may refer the Dispute for arbitration in accordance with this Agreement. 20.2.18 The costs of engaging an expert shall be borne equally by the Parties, irrespective of whether the Respondent engages in the process, and each Party shall bear its own costs in preparing materials for, and making presentations to, the expert.

Referral to an Expert. 15.2.1 20.2.1 If the Dispute is cannot be settled within the thirty (30) Day period as provided for allowed in Clause 15.1 and by agreement between the Parties it is deemed that a 20.1 and: 20.2.1.1 referral to an expert is necessaryrequired by this Agreement; or 20.2.1.2 the Parties otherwise agree in writing, then either Party may refer in each case, the Dispute shall be referred to an expert for determination. 15.2.2 Either 20.2.2 The Party specified in the relevant provision as having the right (or either Party if no single Party is so specified) may give notice ("Notice of Intention to Refer") to the other Party of its intention (“to so refer the Dispute. The Party giving that notice is referred to herein as the "Applicant", and the Party to whom such notice is given is referred to herein as the "Respondent". 20.2.3 A Notice of Intention to Refer”) to refer the Dispute to an expert, which Refer shall include, among other things, (a) inter alia: 20.2.3.1 a description of the Dispute, (b) ; 20.2.3.2 proposed terms of reference to provide to the expert; 20.2.3.3 the grounds on which such referring Party the Applicant relies in seeking to have the Dispute determined in its favour, and (c) ; and 20.2.3.4 all written material which such referring Party the Applicant proposes to submit to the expert; provided , except that this Clause 15.2.2 20.2.3 shall not be construed so as to prevent such referring Party the Applicant from using or producing further written material which comes into existence or comes to such referring Party’s the Applicant's attention after the Notice of Intention to Refer is given, but in such event the other Party Respondent shall be allowed a reasonable time to respond thereto. 15.2.3 20.2.4 The other Party Respondent shall within seven fifteen (715) Days after service of the Notice of Intention to Refer, give to the referring Party Applicant a notice of its intention to defend (“"Notice of Intention to Defend”), ") of intention to defend which shall include, among other thingsinter alia: 20.2.4.1 whether the Respondent agrees with the terms of reference proposed by the Applicant and, (a) if it does not agree, its own proposed terms of reference; 20.2.4.2 the grounds upon which such responding Party the Respondent relies in seeking to have the Dispute question determined in its favour and (b) favour; and 20.2.4.3 all written material that such responding Party the Respondent proposes to submit to the expert; provided , except that this Clause 15.2.3 20.2.4 shall not be construed so as to prevent such responding Party the Respondent from using or producing further written material which comes into existence or comes to such responding Party’s the Respondent's attention after the Notice of Intention to Defend is given, given but in such event the referring Party Applicant shall be allowed a reasonable time to respond thereto. 15.2.4 Within fourteen 20.2.5 If within fifteen (1415) Days after service of a Notice of Intention to Defend, the Parties shall agree have agreed on an expert and on the terms of reference under which the Dispute shall be referred. , the Dispute shall be so referred. 20.2.6 In the event that the Parties are unable within fourteen fifteen (1415) Days after service of a Notice of Intention to Defend to agree on the upon an expert to be appointed hereunder or upon the terms of such expert’s 's reference or both, then both Parties either Party may request request: 20.2.6.1 for all Disputes involving invoices or amounts owed by one Party to the head other, the []; 20.2.6.2 for all Disputes other than Disputes involving invoices or amounts owed by one Party to the other, then presiding president of the [A Relevant Professional Body] ], in either case, they may refer the matter to the Authority or appoint an expert, and the terms of reference of such expert’s 's appointment shall be shall, to the extent possible, reflect (i) common ground between those terms of reference set out in the Notice of Intention to Refer and those in the Notice of Intention to DefendDefend and (ii), where consistent with that common ground, the provisions of this Clause 20.2. 15.2.5 20.2.7 If the Respondent fails to give the Notice of Intention to Defend to the Applicant in accordance with Clause 20.2.4: 20.2.7.1 the terms of reference set out in the Notice of Intention to Refer shall be adopted, incorporating where applicable and not inconsistent, the terms of this Clause 20.2; 20.2.7.2 the Applicant may request that an expert be appointed by following the procedure set out in Clause 20.2.6. 20.2.8 Notwithstanding any other provision of this Clause 20, no expert appointed pursuant to this Clause 20.2 shall be a national of the jurisdiction of either Party to this Agreement or of the jurisdiction of any of the Initial Shareholders (nor shall such expert be a former employee or agent of any such person). 20.2.9 Within seven thirty (730) Days of the appointment of the expert, the expert shall nominate a time and place in Kingston, Jamaica [NEUTRAL GROUND] for a hearing of the Parties on the Dispute, which time shall not be more than twenty one thirty (2130) Days after the expert’s 's appointment. . 20.2.10 The Parties shall not be entitled to apply for discovery of documents but shall be entitled to have access to the other Party's records and data in accordance with Clause 9.10.3. 20.2.11 At the time nominated for the hearing, each Party must appear before the expert and present its case. Each Party's case shall reflect only: 20.2.11.1 the grounds and the written material referred to in, in the case of the Applicant, the Notice of Intention to Refer and, in the case of the Respondent, the Notice of Intention to Defend; 20.2.11.2 any further written material which comes into existence or comes to the relevant Party's attention after it has served the Notice of Intention to Refer or the Notice of Intention to Defend, as applicable; and 20.2.11.3 any response given by the relevant Party in accordance with Clause 20.2.3 or 20.2.4, as applicable. 20.2.12 The expert must render his decision on the Dispute within thirty (30) Days and no later than sixty (60) Days after completion of the hearing depending on the complexity of the Dispute and must forthwith advise the Parties in writing of his determination and his reasons thereforthereof. 15.2.6 Any 20.2.13 The proceedings shall be without prejudice, and any evidence given or statements made in the course of the hearing may not be used against a Party in any other proceedings. . 20.2.14 The proceedings shall not be regarded as arbitration and the laws relating to commercial arbitrations shall not apply; provided, however, that the expert shall resolve the Dispute in accordance with the Laws of Jamaica. Tanzania. 20.2.15 Once a Dispute is referred to an expert, the expert may shorten any of the time periods required by this Clause 20.2 if, in the expert's best judgment, the Dispute requires expeditious resolution. 20.2.16 The decision of the expert shall be final and binding upon both Parties upon the delivery to them of the expert’s 's written determination upon mutual agreement between the partiesdetermination, save in the event of fraud, misrepresentation of factcollusion, serious mistake or miscarriagepartiality, material departure from instruction. 15.2.7 20.2.17 If the expert does not render a decision within a period of ninety thirty (9030) Days after of his appointment or such longer or shorter period as the Parties may agree in writing or the expert has indicated that he is not able to complete the assignmentwriting, either Party may may, upon giving notice to the other, terminate such appointment, and the Parties may agree to appoint a new expert shall be appointed who shall resolve the Dispute in accordance with the provisions of this ClauseClause 20.2. If the Dispute is not resolved by one or more experts within three (3) Months after the receipt by the Respondent of the Notice of Intention to Refer, then either Party may refer the Dispute for arbitration in accordance with this Agreement. 20.2.18 The costs of engaging an expert shall be borne equally by the Parties, irrespective of whether the Respondent engages in the process, and each Party shall bear its own costs in preparing materials for, and making presentations to, the expert.

Referral to an Expert. 15.2.1 20.2.1 If the Dispute is cannot be settled within the thirty (30) Day period as provided for allowed in Clause 15.1 and by agreement between the Parties it is deemed that a 20.1 and: 20.2.1.1 referral to an expert is necessary, then required by this Agreement; or 20.2.1.2 the Parties otherwise agree in writing, 20.2.2 The Party specified in the relevant provision as having the right (or either Party may refer the Dispute to an expert for determination. 15.2.2 Either if no single Party is so specified) may give notice ("Notice of Intention to Refer") to the other Party of its intention (“to so refer the Dispute. The Party giving that notice is referred to herein as the "Applicant", and the Party to whom such notice is given is referred to herein as the "Respondent". 20.2.3 A Notice of Intention to Refer”) to refer the Dispute to an expert, which Refer shall include, among other things, (a) inter alia: 20.2.3.1 a description of the Dispute, (b) ; 20.2.3.2 proposed terms of reference to provide to the expert; 20.2.3.3 the grounds on which such referring Party the Applicant relies in seeking to have the Dispute determined in its favour, and (c) ; and 20.2.3.4 all written material which such referring Party the Applicant proposes to submit to the expert; provided , except that this Clause 15.2.2 20.2.3 shall not be construed so as to prevent such referring Party the Applicant from using or producing further written material which comes into existence or comes to such referring Party’s the Applicant's attention after the Notice of Intention to Refer is given, but in such event the other Party Respondent shall be allowed a reasonable time to respond thereto. 15.2.3 20.2.4 The other Party Respondent shall within seven fifteen (715) Days after service of the Notice of Intention to Refer, give to the referring Party Applicant a notice of its intention to defend (“"Notice of Intention to Defend”), ") of intention to defend which shall include, among other thingsinter alia: 20.2.4.1 whether the Respondent agrees with the terms of reference proposed by the Applicant and, (a) if it does not agree, its own proposed terms of reference; 20.2.4.2 the grounds upon which such responding Party the Respondent relies in seeking to have the Dispute question determined in its favour and (b) favour; and 20.2.4.3 all written material that such responding Party the Respondent proposes to submit to the expert; provided , except that this Clause 15.2.3 20.2.4 shall not be construed so as to prevent such responding Party the Respondent from using or producing further written material which comes into existence or comes to such responding Party’s the Respondent's attention after the Notice of Intention to Defend is given, given but in such event the referring Party Applicant shall be allowed a reasonable time to respond thereto. 15.2.4 Within fourteen 20.2.5 If within fifteen (1415) Days after service of a Notice of Intention to Defend, the Parties shall agree have agreed on an expert and on the terms of reference under which the Dispute shall be referred. , the Dispute shall be so referred. 20.2.6 In the event that the Parties are unable within fourteen fifteen (14) Days 15)Days after service of a Notice of Intention to Defend to agree on the upon an expert to be appointed hereunder or upon the terms of such expert’s 's reference or both, then both Parties either Party may request request: 20.2.6.1 for all Disputes involving invoices or amounts owed by one Party to the head other, the []; and 20.2.6.2 for all Disputes other than Disputes involving invoices or amounts owed by one Party to the other, then presiding president of the [A Relevant Professional Body] ], in either case, they may refer the matter to the Authority or appoint an expert, and the terms of reference of such expert’s 's appointment shall be shall, to the extent possible, reflect (i) common ground between those terms of reference set out in the Notice of Intention to Refer and those in the Notice of Intention to DefendDefend and (ii), where consistent with that common ground, the provisions of this Clause 20.2. 15.2.5 20.2.7 If the Respondent fails to give the Notice of Intention to Defend to the Applicant in accordance with Clause 20.2.4: 20.2.7.1 the terms of reference set out in the Notice of Intention to Refer shall be adopted, incorporating where applicable and not inconsistent, the terms of this Clause 20.2; 20.2.7.2 the Applicant may request that an expert be appointed by following the procedure set out in Clause 20.2.6. 20.2.8 Notwithstanding any other provision of this Clause 20, no expert appointed pursuant to this Clause 20.2 shall be a national of the jurisdiction of either Party to this Agreement or of the jurisdiction of any of the Initial Shareholders (nor shall such expert be a former employee or agent of any such person). 20.2.9 Within seven thirty (730) Days of the appointment of the expert, the expert shall nominate a time and place in Kingston, Jamaica [NEUTRAL GROUND] for a hearing of the Parties on the Dispute, which time shall not be more than twenty one thirty (2130) Days after the expert’s 's appointment. . 20.2.10 The Parties shall not be entitled to apply for discovery of documents but shall be entitled to have access to the other Party's records and data in accordance with Clause 9.11.3. 20.2.11 At the time nominated for the hearing, each Party must appear before the expert and present its case. Each Party's case shall reflect only: 20.2.11.1 the grounds and the written material referred to in, in the case of the Applicant, the Notice of Intention to Refer and, in the case of the Respondent, the Notice of Intention to Defend; 20.2.11.2 any further written material which comes into existence or comes to the relevant Party's attention after it has served the Notice of Intention to Refer or the Notice of Intention to Defend, as applicable; and 20.2.11.3 any response given by the relevant Party in accordance with Clause 20.2.3 or 20.2.4, as applicable. 20.2.12 The expert must render his decision on the Dispute within thirty (30) Days and no later than sixty (60) Days days after completion of the hearing depending on the complexity of the Dispute and must forthwith advise the Parties in writing of his determination and his reasons thereforthereof. 15.2.6 Any 20.2.13 The proceedings shall be without prejudice and any evidence given or statements made in the course of the hearing may not be used against a Party in any other proceedings. . 20.2.14 The proceedings shall not be regarded as an arbitration and the laws relating to commercial arbitrations shall not apply; provided, however, that the expert shall resolve the Dispute in accordance with the Laws of Jamaica. Tanzania. 20.2.15 Once a Dispute is referred to an expert, the expert may shorten any of the time periods required by this Clause 20.2 if, in the expert's best judgment, the Dispute requires expeditious resolution. 20.2.16 The decision of the expert shall be final and binding upon both Parties upon the delivery to them of the expert’s 's written determination upon mutual agreement between the partiesdetermination, save in the event of fraud, misrepresentation of factcollusion, serious mistake or miscarriagepartiality, material departure from instruction. 15.2.7 20.2.17 If the expert does not render a decision within a period of ninety thirty (9030) Days after of his appointment or such longer or shorter period as the Parties may agree in writing or the expert has indicated that he is not able to complete the assignmentwriting, either Party may may, upon giving notice to the other, terminate such appointment, and the Parties may agree to appoint a new expert shall be appointed who shall resolve the Dispute in accordance with the provisions of this ClauseClause 20.2. If the Dispute is not resolved by one or more experts within three (3) Months after the receipt by the Respondent of the Notice of Intention to Refer, then either Party may refer the Dispute for arbitration in accordance with this Agreement. 20.2.18 The costs of engaging an expert shall be borne equally by the Parties, irrespective of whether the Respondent engages in the process, and each Party shall bear its own costs in preparing materials for, and making presentations to, the expert.

Referral to an Expert. 15.2.1 15.2.1. If the Dispute is not settled within the thirty (30) Day 30)-Day period as provided for in Clause 15.1 and by agreement between the Parties it is deemed that a referral to an expert is necessarynecessary then, then upon such agreement, either Party may refer the Dispute to an expert for determination. 15.2.2 Either 15.2.2. If the Parties have agreed that a referral to an expert is necessary as provided in Clause 15.2.1 either Party may give notice to the other Party of its intention (“Notice of Intention to Refer”) to refer the Dispute to an expert, which shall include, among other things, (a) a description of the Dispute, (b) the grounds on which such referring Party relies in seeking to have the Dispute determined in its favour, and (c) all written material which such referring Party proposes to submit to the expert; provided that this Clause 15.2.2 shall not be construed so as to prevent such referring Party from using or producing further written material which comes into existence or comes to such referring Party’s attention after the Notice of Intention to Refer is given, but in such event the other Party shall be allowed a reasonable time to respond thereto. 15.2.3 15.2.3. The other Party shall within seven (7) Days after service of the Notice of Intention to Refer, give to the referring Party a notice of its intention to defend (“Notice of Intention to Defend”), which shall include, among other things, (a) the grounds upon which such responding Party relies in seeking to have the Dispute determined in its favour and (b) all written material that such responding Party proposes to submit to the expert; provided that this Clause 15.2.3 shall not be construed so as to prevent such responding Party from using or producing further written material which comes into existence or comes to such responding Party’s attention after the Notice of Intention to Defend is given, but in such event the referring Party shall be allowed a reasonable time to respond thereto. 15.2.4 15.2.4. Within fourteen (14) Days after service of a Notice of Intention to Defend, the Parties shall agree on an expert and on the terms under which the Dispute shall be referred. In the event that the Parties are unable within fourteen (14) Days after service of a Notice of Intention to Defend to agree on the expert to be appointed or the terms of such expert’s reference or both, then both Parties may request the head of [A Relevant Professional Body] to appoint an expert, and the terms of reference of such the expert’s appointment shall be those set out in the Notice of Intention to Refer and the Notice of Intention to DefendDefend and the expert shall be appointed by such independent technical organization with familiarity with power generation and utility operations as JPS may select from a panel of three (3) such organizations proposed by the Company. If twenty eight (28) Days after service of the Notice of Intention to Defend the Company has not proposed such a panel or JPS has failed or declined to make a selection from the panel proposed, then the expert shall be appointed by the head of the Caribbean Electric Utility Service Corporation. 15.2.5 15.2.5. Within seven (7) Days of the appointment of the expert, the expert shall nominate a time and place in Kingston, Jamaica for a hearing of the Parties on the Dispute, which time shall not be more than twenty one (21) Days after the expert’s appointment. At the time nominated for the hearing, each Party must appear before the expert and present its case. The expert must render his decision on the Dispute within thirty (30) Days and no later than sixty (60) Days after completion of the hearing depending on the complexity of the Dispute and must forthwith advise the Parties in writing of his determination and his reasons therefor. 15.2.6 Any evidence given or statements made in the course of the hearing may not be used against a Party in any other proceedings. The proceedings shall not be regarded as arbitration and the laws relating to commercial arbitrations shall not apply; provided, that the expert shall resolve the Dispute in accordance with the Laws of Jamaica. The decision of the expert shall be final and binding upon both Parties upon the delivery to them of the expert’s written determination upon mutual agreement between the parties, save in the event of fraud, misrepresentation of fact, serious mistake or miscarriage. 15.2.7 If the expert does not render a decision within a period of ninety (90) Days after his appointment or such longer or shorter period as the Parties may agree in writing or the expert has indicated that he is not able to complete the assignment, either Party may upon giving notice to the other, terminate such appointment, and the Parties may agree to appoint a new expert who shall resolve the Dispute in accordance with the provisions of this Clauseone

Referral to an Expert. 15.2.1 20.2.1 If the Dispute is cannot be settled within the thirty (30) Day period as provided for allowed in Clause 15.1 and by agreement between the Parties it is deemed that a 20.1 and: 20.2.1.1 referral to an expert is necessaryrequired by this Agreement; or 20.2.1.2 the Parties otherwise agree in writing, then either Party may refer in each case, the Dispute shall be referred to an expert for determination. 15.2.2 Either 20.2.2 The Party specified in the relevant provision as having the right (or either Party if no single Party is so specified) may give notice ("Notice of Intention to Refer") to the other Party of its intention (“to so refer the Dispute. The Party giving that notice is referred to herein as the "Applicant", and the Party to whom such notice is given is referred to herein as the "Respondent". 20.2.3 A Notice of Intention to Refer”) to refer the Dispute to an expert, which Refer shall include, among other things, (a) inter alia: 20.2.3.1 a description of the Dispute, (b) ; 20.2.3.2 proposed terms of reference to provide to the expert; 20.2.3.3 the grounds on which such referring Party the Applicant relies in seeking to have the Dispute determined in its favour, and (c) ; and 20.2.3.4 all written material which such referring Party the Applicant proposes to submit to the expert; provided , except that this Clause 15.2.2 20.2.3 shall not be construed so as to prevent such referring Party the Applicant from using or producing further written material which comes into existence or comes to such referring Party’s the Applicant's attention after the Notice of Intention to Refer is given, but in such event the other Party Respondent shall be allowed a reasonable time to respond thereto. 15.2.3 20.2.4 The other Party Respondent shall within seven fifteen (715) Days after service of the Notice of Intention to Refer, give to the referring Party Applicant a notice of its intention to defend (“"Notice of Intention to Defend”), ") of intention to defend which shall include, among other thingsinter alia: 20.2.4.1 whether the Respondent agrees with the terms of reference proposed by the Applicant and, (a) if it does not agree, its own proposed terms of reference; 20.2.4.2 the grounds upon which such responding Party the Respondent relies in seeking to have the Dispute question determined in its favour and (b) favour; and 20.2.4.3 all written material that such responding Party the Respondent proposes to submit to the expert; provided , except that this Clause 15.2.3 20.2.4 shall not be construed so as to prevent such responding Party the Respondent from using or producing further written material which comes into existence or comes to such responding Party’s the Respondent's attention after the Notice of Intention to Defend is given, given but in such event the referring Party Applicant shall be allowed a reasonable time to respond thereto. 15.2.4 Within fourteen 20.2.5 If within fifteen (1415) Days after service of a Notice of Intention to Defend, the Parties shall agree have agreed on an expert and on the terms of reference under which the Dispute shall be referred. , the Dispute shall be so referred. 20.2.6 In the event that the Parties are unable within fourteen fifteen (1415) Days after service of a Notice of Intention to Defend to agree on the upon an expert to be appointed hereunder or upon the terms of such expert’s 's reference or both, then both Parties either Party may request request: 20.2.6.1 for all Disputes involving invoices or amounts owed by one Party to the head other, the [◆]; 20.2.6.2 for all Disputes other than Disputes involving invoices or amounts owed by one Party to the other, then presiding president of the [A Relevant Professional Body] ◆], in either case, they may refer the ater to the Authority or to appoint an expert, and the terms of reference of such expert’s 's appointment shall be shall, to the extent possible, reflect (i) common ground between those terms of reference set out in the Notice of Intention to Refer and those in the Notice of Intention to DefendDefend and (ii), where consistent with that common ground, the provisions of this Clause 20.2. 15.2.5 20.2.7 If the Respondent fails to give the Notice of Intention to Defend to the Applicant in accordance with Clause 20.2.4: 20.2.7.1 the terms of reference set out in the Notice of Intention to Refer shall be adopted, incorporating where applicable and not inconsistent, the terms of this Clause 20.2; 20.2.7.2 the Applicant may request that an expert be appointed by following the procedure set out in Clause 20.2.6. 20.2.8 Notwithstanding any other provision of this Clause 20, no expert appointed pursuant to this Clause 20.2 shall be a national of the jurisdiction of either Party to this Agreement or of the jurisdiction of any of the Initial Shareholders (nor shall such expert be a former employee or agent of any such person). 20.2.9 Within seven thirty (730) Days of the appointment of the expert, the expert shall nominate a time and place in Kingston, Jamaica [NEUTRAL GROUND] for a hearing of the Parties on the Dispute, which time shall not be more than twenty one thirty (2130) Days after the expert’s 's appointment. . 20.2.10 The Parties shall not be entitled to apply for discovery of documents but shall be entitled to have access to the other Party's records and data in accordance with Clause 9.10.3. 20.2.11 At the time nominated for the hearing, each Party must appear before the expert and present its case. Each Party's case shall reflect only: 20.2.11.1 the grounds and the written material referred to in, in the case of the Applicant, the Notice of Intention to Refer and, in the case of the Respondent, the Notice of Intention to Defend; 20.2.11.2 any further written material which comes into existence or comes to the relevant Party's attention after it has served the Notice of Intention to Refer or the Notice of Intention to Defend, as applicable; and 20.2.11.3 any response given by the relevant Party in accordance with Clause 20.2.3 or 20.2.4, as applicable. 20.2.12 The expert must render his decision on the Dispute within thirty (30) Days and no later than sixty (60) Days after completion of the hearing depending on the complexity of the Dispute and must forthwith advise the Parties in writing of his determination and his reasons thereforthereof. 15.2.6 Any 20.2.13 The proceedings shall be without prejudice and any evidence given or statements made in the course of the hearing may not be used against a Party in any other proceedings. . 20.2.14 The proceedings shall not be regarded as an arbitration and the laws relating to commercial arbitrations shall not apply; provided, however, that the expert shall resolve the Dispute in accordance with the Laws of Jamaica. Tanzania. 20.2.15 Once a Dispute is referred to an expert, the expert may shorten any of the time periods required by this Clause 20.2 if, in the expert's best judgment, the Dispute requires expeditious resolution. 20.2.16 The decision of the expert shall be final and binding upon both Parties upon the delivery to them of the expert’s 's written determination upon mutual agreement between the partiesdetermination, save in the event of fraud, misrepresentation of factcollusion, serious mistake or miscarriagepartiality, material departure from instruction. 15.2.7 20.2.17 If the expert does not render a decision within a period of ninety thirty (9030) Days after of his appointment or such longer or shorter period as the Parties may agree in writing or the expert has indicated that he is not able to complete the assignmentwriting, either Party may may, upon giving notice to the other, terminate such appointment, and the Parties may agree to appoint a new expert shall be appointed who shall resolve the Dispute in accordance with the provisions of this ClauseClause 20.2. If the Dispute is not resolved by one or more experts within three (3) Months after the receipt by the Respondent of the Notice of Intention to Refer, then either Party may refer the Dispute for arbitration in accordance with this Agreement. 20.2.18 The costs of engaging an expert shall be borne equally by the Parties, irrespective of whether the Respondent engages in the process, and each Party shall bear its own costs in preparing materials for, and making presentations to, the expert.

Referral to an Expert. 15.2.1 20.2.1 If the Dispute is cannot be settled within the thirty (30) Day period as provided for allowed in Clause 15.1 and by agreement between the Parties it is deemed that a 20.1 and: 20.2.1.1 referral to an expert is necessaryrequired by this Agreement; or 20.2.1.2 the Parties otherwise agree in writing, then either Party may refer in each case, the Dispute shall be referred to an expert for determination. 15.2.2 Either 20.2.2 The Party specified in the relevant provision as having the right (or either Party if no single Party is so specified) may give notice ("Notice of Intention to Refer") to the other Party of its intention (“to so refer the Dispute. The Party giving that notice is referred to herein as the "Applicant", and the Party to whom such notice is given is referred to herein as the "Respondent". 20.2.3 A Notice of Intention to Refer”) to refer the Dispute to an expert, which Refer shall include, among other things, (a) inter alia: 20.2.3.1 a description of the Dispute, (b) ; 20.2.3.2 proposed terms of reference to provide to the expert; 20.2.3.3 the grounds on which such referring Party the Applicant relies in seeking to have the Dispute determined in its favour, and (c) ; and 20.2.3.4 all written material which such referring Party the Applicant proposes to submit to the expert; provided , except that this Clause 15.2.2 20.2.3 shall not be construed so as to prevent such referring Party the Applicant from using or producing further written material which comes into existence or comes to such referring Party’s the Applicant's attention after the Notice of Intention to Refer is given, but in such event the other Party Respondent shall be allowed a reasonable time to respond thereto. 15.2.3 20.2.4 The other Party Respondent shall within seven fifteen (7) Days 15)Days after service of the Notice of Intention to Refer, give to the referring Party Applicant a notice of its intention to defend (“"Notice of Intention to Defend”), ") of intention to defend which shall include, among other thingsinter alia: 20.2.4.1 whether the Respondent agrees with the terms of reference proposed by the Applicant and, (a) if it does not agree, its own proposed terms of reference; 20.2.4.2 the grounds upon which such responding Party the Respondent relies in seeking to have the Dispute question determined in its favour and (b) favour; and 20.2.4.3 all written material that such responding Party the Respondent proposes to submit to the expert; provided , except that this Clause 15.2.3 20.2.4 shall not be construed so as to prevent such responding Party the Respondent from using or producing further written material which comes into existence or comes to such responding Party’s the Respondent's attention after the Notice of Intention to Defend is given, given but in such event the referring Party Applicant shall be allowed a reasonable time to respond thereto. 15.2.4 Within fourteen 20.2.5 If within fifteen (14) Days 15)Days after service of a Notice of Intention to Defend, the Parties shall agree have agreed on an expert and on the terms of reference under which the Dispute shall be referred. , the Dispute shall be so referred. 20.2.6 In the event that the Parties are unable within fourteen fifteen (14) Days 15)Days after service of a Notice of Intention to Defend to agree on the upon an expert to be appointed hereunder or upon the terms of such expert’s 's reference or both, then both Parties either Party may request request: 20.2.6.1 for all Disputes involving invoices or amounts owed by one Party to the head other, the []; 20.2.6.2 for all Disputes other than Disputes involving invoices or amounts owed by one Party to the other, then presiding president of the [A Relevant Professional Body] ], in either case, they may refer the matter to the Authority or appoint an expert, and the terms of reference of such expert’s 's appointment shall be shall, to the extent possible, reflect (i) common ground between those terms of reference set out in the Notice of Intention to Refer and those in the Notice of Intention to DefendDefend and (ii), where consistent with that common ground, the provisions of this Clause 20.2. 15.2.5 20.2.7 If the Respondent fails to give the Notice of Intention to Defend to the Applicant in accordance with Clause 20.2.4: 20.2.7.1 the terms of reference set out in the Notice of Intention to Refer shall be adopted, incorporating where applicable and not inconsistent, the terms of this Clause 20.2; 20.2.7.2 the Applicant may request that an expert be appointed by following the procedure set out in Clause 20.2.6. 20.2.8 Notwithstanding any other provision of this Clause 20, no expert appointed pursuant to this Clause 20.2 shall be a national of the jurisdiction of either Party to this Agreement or of the jurisdiction of any of the Initial Shareholders (nor shall such expert be a former employee or agent of any such person). 20.2.9 Within seven thirty (7) Days 30)Days of the appointment of the expert, the expert shall nominate a time and place in Kingston, Jamaica [NEUTRAL GROUND] for a hearing of the Parties on the Dispute, which time shall not be more than twenty one thirty (2130) Days after the expert’s 's appointment. . 20.2.10 The Parties shall not be entitled to apply for discovery of documents but shall be entitled to have access to the other Party's records and data in accordance with Clause 9.10.3. 20.2.11 At the time nominated for the hearing, each Party must appear before the expert and present its case. Each Party's case shall reflect only: 20.2.11.1 the grounds and the written material referred to in, in the case of the Applicant, the Notice of Intention to Refer and, in the case of the Respondent, the Notice of Intention to Defend; 20.2.11.2 any further written material which comes into existence or comes to the relevant Party's attention after it has served the Notice of Intention to Refer or the Notice of Intention to Defend, as applicable; and 20.2.11.3 any response given by the relevant Party in accordance with Clause 20.2.3 or 20.2.4, as applicable. 20.2.12 The expert must render his decision on the Dispute within thirty (30) Days and no later than sixty (60) Days after completion of the hearing depending on the complexity of the Dispute and must forthwith advise the Parties in writing of his determination and his reasons thereforthereof. 15.2.6 Any 20.2.13 The proceedings shall be without prejudice and any evidence given or statements made in the course of the hearing may not be used against a Party in any other proceedings. . 20.2.14 The proceedings shall not be regarded as an arbitration and the laws relating to commercial arbitrations shall not apply; provided, however, that the expert shall resolve the Dispute in accordance with the Laws of Jamaica. Tanzania. 20.2.15 Once a Dispute is referred to an expert, the expert may shorten any of the time periods required by this Clause 20.2 if, in the expert's best judgment, the Dispute requires expeditious resolution. 20.2.16 The decision of the expert shall be final and binding upon both Parties upon the delivery to them of the expert’s 's written determination upon mutual agreement between the partiesdetermination, save in the event of fraud, misrepresentation of factcollusion, serious mistake or miscarriagepartiality, material departure from instruction. 15.2.7 20.2.17 If the expert does not render a decision within a period of ninety thirty (9030) Days after of his appointment or such longer or shorter period as the Parties may agree in writing or the expert has indicated that he is not able to complete the assignmentwriting, either Party may may, upon giving notice to the other, terminate such appointment, and the Parties may agree to appoint a new expert shall be appointed who shall resolve the Dispute in accordance with the provisions of this ClauseClause 20.2. If the Dispute is not resolved by one or more experts within three (3)Months after the receipt by the Respondent of the Notice of Intention to Refer, then either Party may refer the Dispute for arbitration in accordance with this Agreement. 20.2.18 The costs of engaging an expert shall be borne equally by the Parties, irrespective of whether the Respondent engages in the process, and each Party shall bear its own costs in preparing materials for, and making presentations to, the expert.

Referral to an Expert. 15.2.1 14.2.1. If the Dispute is not settled within the thirty (30) Day period as provided for in Clause 15.1 14.1 and by agreement between the Parties it is deemed that a referral to an expert is necessarynecessary then, then upon such agreement, either Party may refer the Dispute to an expert for determination. 15.2.2 Either 14.2.2. If the Parties have agreed that a referral to an expert is necessary as provided in Clause 14.2.1 either Party may give notice to the other Party of its intention (“Notice of Intention to Refer”) to refer the Dispute to an expert, which shall include, among other things, (a) a description of the Dispute, (b) the grounds on which such referring Party relies in seeking to have the Dispute determined in its favour, and (c) all written material which such referring Party proposes to submit to the expert; provided that this Clause 15.2.2 14.2.2 shall not be construed so as to prevent such referring Party from using or producing further written material which comes into existence or comes to such referring Party’s attention after the Notice of Intention to Refer is given, but in such event the other Party shall be allowed a reasonable time to respond thereto. 15.2.3 14.2.3. The other Party shall within seven (7) Days after service of the Notice of Intention to Refer, give to the referring Party a notice of its intention to defend (“Notice of Intention to Defend”), which shall include, among other things, (a) the grounds upon which such responding Party relies in seeking to have the Dispute determined in its favour and (b) all written material that such responding Party proposes to submit to the expert; provided that this Clause 15.2.3 14.2.3 shall not be construed so as to prevent such responding Party from using or producing further written material which comes into existence or comes to such responding Party’s attention after the Notice of Intention to Defend is given, but in such event the referring Party shall be allowed a reasonable time to respond thereto. 15.2.4 14.2.4. Within fourteen (14) Days after service of a Notice of Intention to Defend, the Parties shall agree on an expert and on the terms under which the Dispute shall be referred. In the event that the Parties are unable within fourteen (14) Days after service of a Notice of Intention to Defend to agree on the expert to be appointed or the terms of such expert’s reference or both, then both Parties may request the head of [A Relevant Professional Body] to appoint an expert, and the terms of reference of such the expert’s appointment shall be those set out in the Notice of Intention to Refer and the Notice of Intention to DefendDefend and the expert shall be appointed by such independent technical organization with familiarity with power generation and utility operations as JPS may select from a panel of three (3) such organizations proposed by the Company. If twenty eight (28) Days after service of the Notice of Intention to Defend the Company has not proposed such a panel or JPS has failed or declined to make a selection from the panel proposed, then the expert shall be appointed by the head of the Caribbean Electric Utility Service Corporation. 15.2.5 14.2.5. Within seven (7) Days of the appointment of the expert, the expert shall nominate a time and place in Kingston, Jamaica for a hearing of the Parties on the Dispute, which time shall not be more than twenty one (21) Days after the expert’s appointment. At the time nominated for the hearing, each Party must appear before the expert and present its case. The expert must render his decision on the Dispute within thirty (30) Days and no later than sixty (60) Days after completion of the hearing depending on the complexity of the Dispute and must forthwith advise the Parties in writing of his determination and his reasons therefor. 15.2.6 14.2.6. Any evidence given or statements made in the course of the hearing may not be used against a Party in any other proceedings. The proceedings shall not be regarded as arbitration and the laws relating to commercial arbitrations shall not apply; provided, that the expert shall resolve the Dispute in accordance with the Laws of Jamaica. The decision of the expert shall be final and binding upon both Parties in respect of claims or awards of no more than [Amount] Dollars ($amount) upon the delivery to them of the expert’s written determination upon mutual agreement between the partiesdetermination, save where the Parties agree otherwise or in the event of fraud, misrepresentation of fact, serious mistake or miscarriage. 15.2.7 14.2.7. If the expert does not render a decision within a period of ninety (90) Days after his appointment or such longer or shorter period as the Parties may agree in writing or the expert has indicated that he is not able to complete the assignment, either Party may upon giving notice to the other, terminate such appointment, and the Parties may agree to appoint a new expert who shall resolve the Dispute in accordance with the provisions of this ClauseClause 14.2. If the Dispute is not resolved by one or more experts within six (6) Months after the receipt by the responding Party of the Notice of Intention to Refer, then either party may refer the Dispute for arbitration in accordance with this Agreement.

Referral to an Expert. 15.2.1 14.2.1 If the Dispute is not settled within the thirty (30) Day period as provided for in Clause 15.1 14.1 and by agreement between the Parties it is deemed that a referral to an expert is necessary, then either Party may refer the Dispute to an expert for determination. 15.2.2 14.2.2 Either Party may give notice to the other Party of its intention (“Notice of Intention to Refer”) to refer the Dispute to an expert, which shall include, among other things, (a) a description of the Dispute, (b) the grounds on which such referring Party relies in seeking to have the Dispute determined in its favour, and (c) all written material which such referring Party proposes to submit to the expert; provided that this Clause 15.2.2 14.2.2 shall not be construed so as to prevent such referring Party from using or producing further written material which comes into existence or comes to such referring Party’s attention after the Notice of Intention to Refer is given, but in such event the other Party shall be allowed a reasonable time to respond thereto. 15.2.3 14.2.3 The other Party shall within seven (7) Days after service of the Notice of Intention to Refer, give to the referring Party a notice of its intention to defend (“Notice of Intention to Defend”), which shall include, among other things, (a) the grounds upon which such responding Party relies in seeking to have the Dispute determined in its favour and (b) all written material that such responding Party proposes to submit to the expert; provided that this Clause 15.2.3 14.2.3 shall not be construed so as to prevent such responding Party from using or producing further written material which comes into existence or comes to such responding Party’s attention after the Notice of Intention to Defend is given, but in such event the referring Party shall be allowed a reasonable time to respond thereto. 15.2.4 14.2.4 Within fourteen (14) Days after service of a Notice of Intention to Defend, the Parties shall agree on an expert and on the terms under which the Dispute shall be referred. In the event that the Parties are unable within fourteen (14) Days after service of a Notice of Intention to Defend to agree on the expert to be appointed or the terms of such expert’s reference or both, then both Parties may request the head of [A Relevant Professional BodyRELEVANT PROFESSIONAL BODY] to appoint an expert, and the terms of reference of such expert’s appointment shall be those set out in the Notice of Intention to Refer and the Notice of Intention to Defend. 15.2.5 14.2.5 Within seven (7) Days of the appointment of the expert, the expert shall nominate a time and place in Kingston, Jamaica for a hearing of the Parties on the Dispute, which time shall not be more than twenty one (21) Days after the expert’s appointment. At the time nominated for the hearing, each Party must appear before the expert and present its case. The expert must render his decision on the Dispute within thirty (30) Days and no later than sixty (60) Days after completion of the hearing depending on the complexity of the Dispute and must forthwith advise the Parties in writing of his determination and his reasons therefor. 15.2.6 14.2.6 Any evidence given or statements made in the course of the hearing may not be used against a Party in any other proceedings. The proceedings shall not be regarded as arbitration and the laws relating to commercial arbitrations shall not apply; provided, that the expert shall resolve the Dispute in accordance with the Laws of Jamaica. The decision of the expert shall be final and binding upon both Parties upon the delivery to them of the expert’s written determination upon mutual agreement between the parties, save in the event of fraud, misrepresentation of fact, serious mistake or miscarriage. 15.2.7 14.2.7 If the expert does not render a decision within a period of ninety (90) Days after his appointment or such longer or shorter period as the Parties may agree in writing or the expert has indicated that he is not able to complete the assignment, either Party may upon giving notice to the other, terminate such appointment, and the Parties may agree to appoint a new expert who shall resolve the Dispute in accordance with the provisions of this ClauseClause 14.2. If the Dispute is not resolved by one or more experts within six (6) Months after the receipt by the responding Party of the Notice of Intention to Refer, then either party may refer the Dispute for arbitration in accordance with this Agreement.

Referral to an Expert. 15.2.1 20.2.1 If the Dispute is cannot be settled within the thirty (30) Day period as provided for allowed in Clause 15.1 and by agreement between the Parties it is deemed that a 20.1 and: 20.2.1.1 referral to an expert is necessaryrequired by this Agreement; or 20.2.1.2 the Parties otherwise agree in writing, then either Party may refer in each case, the Dispute shall be referred to an expert for determination. 15.2.2 Either 20.2.2 The Party specified in the relevant provision as having the right (or either Party if no single Party is so specified) may give notice ("Notice of Intention to Refer") to the other Party of its intention (“to so refer the Dispute. The Party giving that notice is referred to herein as the "Applicant", and the Party to whom such notice is given is referred to herein as the "Respondent". 20.2.3 A Notice of Intention to Refer”) to refer the Dispute to an expert, which Refer shall include, among other things, (a) inter alia: 20.2.3.1 a description of the Dispute, (b) ; 20.2.3.2 proposed terms of reference to provide to the expert; 20.2.3.3 the grounds on which such referring Party the Applicant relies in seeking to have the Dispute determined in its favour, and (c) ; and 20.2.3.4 all written material which such referring Party the Applicant proposes to submit to the expert; provided , except that this Clause 15.2.2 20.2.3 shall not be construed so as to prevent such referring Party the Applicant from using or producing further written material which comes into existence or comes to such referring Party’s the Applicant's attention after the Notice of Intention to Refer is given, but in such event the other Party Respondent shall be allowed a reasonable time to respond thereto. 15.2.3 20.2.4 The other Party Respondent shall within seven fifteen (715) Days after service of the Notice of Intention to Refer, give to the referring Party Applicant a notice of its intention to defend (“"Notice of Intention to Defend”), ") of intention to defend which shall include, among other thingsinter alia: 20.2.4.1 whether the Respondent agrees with the terms of reference proposed by the Applicant and, (a) if it does not agree, its own proposed terms of reference; 20.2.4.2 the grounds upon which such responding Party the Respondent relies in seeking to have the Dispute question determined in its favour and (b) favour; and 20.2.4.3 all written material that such responding Party the Respondent proposes to submit to the expert; provided , except that this Clause 15.2.3 20.2.4 shall not be construed so as to prevent such responding Party the Respondent from using or producing further written material which comes into existence or comes to such responding Party’s the Respondent's attention after the Notice of Intention to Defend is given, given but in such event the referring Party Applicant shall be allowed a reasonable time to respond thereto. 15.2.4 Within fourteen 20.2.5 If within fifteen (1415) Days after service of a Notice of Intention to Defend, the Parties shall agree have agreed on an expert and on the terms of reference under which the Dispute shall be referred. , the Dispute shall be so referred. 20.2.6 In the event that the Parties are unable within fourteen fifteen (1415) Days after service of a Notice of Intention to Defend to agree on the upon an expert to be appointed hereunder or upon the terms of such expert’s 's reference or both, then both Parties either Party may request request: 20.2.6.1 for all Disputes involving invoices or amounts owed by one Party to the head other, the []; 20.2.6.2 for all Disputes other than Disputes involving invoices or amounts owed by one Party to the other, then presiding president of the [A Relevant Professional Body] ], in either case, they may refer the matater to the Authority or to appoint an expert, and the terms of reference of such expert’s 's appointment shall be shall, to the extent possible, reflect (i) common ground between those terms of reference set out in the Notice of Intention to Refer and those in the Notice of Intention to DefendDefend and (ii), where consistent with that common ground, the provisions of this Clause 20.2. 15.2.5 20.2.7 If the Respondent fails to give the Notice of Intention to Defend to the Applicant in accordance with Clause 20.2.4: 20.2.7.1 the terms of reference set out in the Notice of Intention to Refer shall be adopted, incorporating where applicable and not inconsistent, the terms of this Clause 20.2; 20.2.7.2 the Applicant may request that an expert be appointed by following the procedure set out in Clause 20.2.6. 20.2.8 Notwithstanding any other provision of this Clause 20, no expert appointed pursuant to Clause 20.2 shall be a national of the jurisdiction of either Party to this Agreement or of the jurisdiction of any of the Initial Shareholders (nor shall such expert be a former employee or agent of any such person). 20.2.9 Within seven thirty (730) Days of the appointment of the expert, the expert shall nominate a time and place in Kingston, Jamaica [NEUTRAL GROUND] for a hearing of the Parties on the Dispute, which time shall not be more than twenty one thirty (2130) Days after the expert’s 's appointment. . 20.2.10 The Parties shall not be entitled to apply for discovery of documents but shall be entitled to have access to the other Party's records and data in accordance with Clause 9.13.3. 20.2.11 At the time nominated for the hearing, each Party must appear before the expert and present its case. Each Party's case shall reflect only: 20.2.11.1 the grounds and the written material referred to in, in the case of the Applicant, the Notice of Intention to Refer and, in the case of the Respondent, the Notice of Intention to Defend; 20.2.11.2 any further written material which comes into existence or comes to the relevant Party's attention after it has served the Notice of Intention to Refer or the Notice of Intention to Defend, as applicable; and 20.2.11.3 any response given by the relevant Party in accordance with Clause 20.2.3 or 20.2.4, as applicable. 20.2.12 The expert must render his decision on the Dispute within thirty (30) Days and no later than sixty (60) Days after completion of the hearing depending on the complexity of the Dispute and must forthwith advise the Parties in writing of his determination and his reasons thereforthereof. 15.2.6 Any 20.2.13 The proceedings shall be without prejudice and any evidence given or statements made in the course of the hearing may not be used against a Party in any other proceedings. . 20.2.14 The proceedings shall not be regarded as an arbitration and the laws relating to commercial arbitrations shall not apply; provided, however, that the expert shall resolve the Dispute in accordance with the Laws of Jamaica. Tanzania. 20.2.15 Once a Dispute is referred to an expert, the expert may shorten any of the time periods required by this Clause 20.2 if, in the expert's best judgment, the Dispute requires expeditious resolution. 20.2.16 The decision of the expert shall be final and binding upon both Parties upon the delivery to them of the expert’s 's written determination upon mutual agreement between the partiesdetermination, save in the event of fraud, misrepresentation of factcollusion, serious mistake or miscarriagepartiality, material departure from instruction. 15.2.7 20.2.17 If the expert does not render a decision within a period of ninety thirty (9030) Days after of his appointment or such longer or shorter period as the Parties may agree in writing or the expert has indicated that he is not able to complete the assignmentwriting, either Party may may, upon giving notice to the other, terminate such appointment, and the Parties may agree to appoint a new expert shall be appointed who shall resolve the Dispute in accordance with the provisions of this ClauseClause 20.2. If the Dispute is not resolved by one or more experts within three (3) Months after the receipt by the Respondent of the Notice of Intention to Refer, then either Party may refer the Dispute for arbitration in accordance with this Agreement. 20.2.18 The costs of engaging an expert shall be borne equally by the Parties, irrespective of whether the Respondent engages in the process, and each Party shall bear its own costs in preparing materials for, and making presentations to, the expert.

Referral to an Expert. 15.2.1 16.2.1 If the Dispute is cannot be settled within the thirty sixty (3060) Day period as provided for in Clause 15.1 and by agreement between the Parties it is deemed that a 16.1 and: (a) referral to an expert is necessary, expressly required by this Agreement; or (b) the Parties otherwise agree in writing to referral to an expert; then either Party may refer the Dispute shall be referred to an expert for determination. 15.2.2 16.2.2 Either Party may give notice to the other Party of its intention (“Notice of Intention to Refer”) to the other Party of its intention to refer the Dispute to an expert, which shall include, among other things, (a) a description of the Dispute, (b) the grounds on which such referring Party relies in seeking to have the Dispute determined in its favour, and (c) all written material which such referring Party proposes to submit to the expert; provided that this Clause 15.2.2 16.2.2 shall not be construed so as to prevent such referring Party from using or producing further written material which comes into existence or comes to such referring Party’s attention after the Notice of Intention to Refer is given, but in such event the other Party shall be allowed a reasonable time to respond thereto. 15.2.3 16.2.3 The other Party shall within seven twenty one (721) Days after service of the Notice of Intention to Refer, give to the referring Party a notice of its intention to defend (“Notice of Intention to Defend”)) of its intention to defend, which shall include, among other things, (a) the grounds upon which such responding Party relies in seeking to have the Dispute determined in its favour and (b) all written material that such responding Party proposes to submit to the expert; provided that this Clause 15.2.3 16.2.3 shall not be construed so as to prevent such responding Party from using or producing further written material which comes into existence or comes to such responding Party’s attention after the Notice of Intention to Defend is given, but in such event the referring Party shall be allowed a reasonable time to respond thereto. 15.2.4 Within 16.2.4 If within fourteen (14) Days after service of a Notice of Intention to Defend, the Parties shall agree have agreed on an expert and on the terms under which the Dispute shall be referred, the Dispute shall be so referred. In the event that the Parties are unable within fourteen (14) Days after service of a Notice of Intention to Defend to agree on the upon an expert to be appointed hereunder or upon the terms of such expert’s reference or both, then both Parties either Party may request the head then presiding president of [A Relevant Professional Body] the Jamaica Institution of Engineers to appoint an expert, and the terms of reference of such expert’s appointment shall be those set out in the Notice of Intention to Refer and the Notice of Intention to Defend; provided that the expert shall not be a national of the jurisdiction of either Party or of the jurisdiction of any of the Owners. 15.2.5 16.2.5 Within seven (7) Days of the appointment of the expert, the expert shall nominate a time and place in Kingston, Jamaica for a hearing of the Parties on the Dispute, which time shall not be more than twenty one (21) Days after the expert’s appointment. At the time nominated for the hearing, each Party must appear before the expert and present its case. The expert must render his decision on the Dispute within thirty (30) Days and no later than sixty (60) Days as soon as possible after completion of the hearing depending on the complexity of the Dispute and must forthwith advise the Parties in writing of his determination and his reasons therefor. 15.2.6 . Any evidence given or statements made in the course of the hearing may not be used against a Party in any other proceedings. The proceedings shall not be regarded as an arbitration and the laws relating to commercial arbitrations shall not apply; provided, that the expert shall resolve the Dispute in accordance with the Laws of Jamaica. The decision of the expert shall be final and binding upon both Parties upon the delivery to them of the expert’s written determination upon mutual agreement between the partiesdetermination, save in the event of fraud, misrepresentation of fact, serious mistake or miscarriage. 15.2.7 16.2.6 If the expert does not render a decision within a period of ninety (90) Days after his appointment or such longer or shorter period as the Parties may agree in writing or the expert has indicated that he is not able to complete the assignmentwriting, either Party may upon giving notice to the other, terminate such appointment, and the Parties may agree to appoint a new expert shall be appointed who shall resolve the Dispute in accordance with the provisions of this ClauseClause 16.2. If the Dispute is not resolved by one or more experts within twelve (12) Months after the receipt by the responding Party of the Notice of Intention to Refer, then either Party may refer the Dispute for arbitration in accordance with this Agreement.

Referral to an Expert. 15.2.1 14.2.1 If the Dispute is not settled within the thirty (30) Day period as provided for in Clause 15.1 14.1 and by agreement between the Parties it is deemed that a referral to an expert is necessarynecessary then, then upon such agreement, either Party may refer the Dispute to an expert for determination. 15.2.2 Either 14.2.2 If the Parties have agreed that a referral to an expert is necessary as provided in Clause 14.2.1 either Party may give notice to the other Party of its intention (“Notice of Intention to Refer”) to refer the Dispute to an expert, which shall include, among other things, (a) a description of the Dispute, (b) the grounds on which such referring Party relies in seeking to have the Dispute determined in its favour, and (c) all written material which such referring Party proposes to submit to the expert; provided that this Clause 15.2.2 14.2.2 shall not be construed so as to prevent such referring Party from using or producing further written material which comes into existence or comes to such referring Party’s attention after the Notice of Intention to Refer is given, but in such event the other Party shall be allowed a reasonable time to respond thereto. 15.2.3 14.2.3 The other Party shall within seven (7) Days after service of the Notice of Intention to Refer, give to the referring Party a notice of its intention to defend (“Notice of Intention to Defend”), which shall include, among other things, (a) the grounds upon which such responding Party relies in seeking to have the Dispute determined in its favour and (b) all written material that such responding Party proposes to submit to the expert; provided that this Clause 15.2.3 14.2.3 shall not be construed so as to prevent such responding Party from using or producing further written material which comes into existence or comes to such responding Party’s attention after the Notice of Intention to Defend is given, but in such event the referring Party shall be allowed a reasonable time to respond thereto. 15.2.4 14.2.4 Within fourteen (14) Days after service of a Notice of Intention to Defend, the Parties shall agree on an expert and on the terms under which the Dispute shall be referred. In the event that the Parties are unable within fourteen (14) Days after service of a Notice of Intention to Defend to agree on the expert to be appointed or the terms of such expert’s reference or both, then both Parties may request the head of [A Relevant Professional Body] to appoint an expert, and the terms of reference of such the expert’s appointment shall be those set out in the Notice of Intention to Refer and the Notice of Intention to DefendDefend and the expert shall be appointed by such independent technical organization with familiarity with power generation and utility operations as JPS may select from a panel of three (3) such organizations proposed by the Company. If twenty eight (28) Days after service of the Notice of Intention to Defend the Company has not proposed such a panel or JPS has failed or declined to make a selection from the panel proposed, then the expert shall be appointed by the head of the Caribbean Electric Utility Service Corporation. 15.2.5 14.2.5 Within seven (7) Days of the appointment of the expert, the expert shall nominate a time and place in Kingston, Jamaica for a hearing of the Parties on the Dispute, which time shall not be more than twenty one (21) Days after the expert’s appointment. At the time nominated for the hearing, each Party must appear before the expert and present its case. The expert must render his decision on the Dispute within thirty (30) Days and no later than sixty (60) Days after completion of the hearing depending on the complexity of the Dispute and must forthwith advise the Parties in writing of his determination and his reasons therefor. 15.2.6 14.2.6 Any evidence given or statements made in the course of the hearing may not be used against a Party in any other proceedings. The proceedings shall not be regarded as arbitration and the laws relating to commercial arbitrations shall not apply; provided, that the expert shall resolve the Dispute in accordance with the Laws of Jamaica. The decision of the expert shall be final and binding upon both Parties in respect of claims or awards of no more than [Amount] Dollars ($amount) upon the delivery to them of the expert’s written determination upon mutual agreement between the partiesdetermination, save where the Parties agree otherwise or in the event of fraud, misrepresentation of fact, serious mistake or miscarriage. 15.2.7 14.2.7 If the expert does not render a decision within a period of ninety (90) Days after his appointment or such longer or shorter period as the Parties may agree in writing or the expert has indicated that he is not able to complete the assignment, either Party may upon giving notice to the other, terminate such appointment, and the Parties may agree to appoint a new expert who shall resolve the Dispute in accordance with the provisions of this ClauseClause 14.2. If the Dispute is not resolved by one or more experts within six (6) Months after the receipt by the responding Party of the Notice of Intention to Refer, then either party may refer the Dispute for arbitration in accordance with this Agreement.

Referral to an Expert. 15.2.1 If the Dispute is not settled within the thirty (30) Day period as provided for in Clause 15.1 and by agreement between the Parties Parties, it is deemed that a referral to an expert is necessary, then either Party may refer the Dispute to an expert for determination. 15.2.2 Either Party may give notice to the other Party of its intention (“Notice of Intention to Refer”) to refer the Dispute to an expert, which shall include, among other things, (a) a description of the Dispute, (b) the grounds on which such referring Party relies in seeking to have the Dispute determined in its favour, and (c) all written material which such referring Party proposes to submit to the expert; provided that this Clause 15.2.2 shall not be construed so as to prevent such referring Party from using or producing further written material which comes into existence or comes to such referring Party’s attention after the Notice of Intention to Refer is given, but in such event the other Party shall be allowed a reasonable time to respond thereto. 15.2.3 The other Party shall within seven (7) Days after service of the Notice of Intention to Refer, give to the referring Party a notice of its intention to defend (“Notice of Intention to Defend”), which shall include, among other things, (a) the grounds upon which such responding Party relies in seeking to have the Dispute determined in its favour favour, and (b) all written material that such responding Party proposes to submit to the expert; provided that this Clause 15.2.3 shall not be construed so as to prevent such responding Party from using or producing further written material which comes into existence or comes to such responding Party’s attention after the Notice of Intention to Defend is given, but in such event the referring Party shall be allowed a reasonable time to respond thereto. 15.2.4 Within fourteen (14) Days after service of a Notice of Intention to Defend, the Parties shall agree on an expert and on the terms under which the Dispute shall be referred. In the event that the Parties are unable within fourteen (14) Days after service of a Notice of Intention to Defend to agree on the expert to be appointed or the terms of such expert’s reference or both, then both Parties may request the head of [A Relevant Professional Body] to appoint an expert, and the terms of reference of such expert’s appointment shall be those set out in the Notice of Intention to Refer and the Notice of Intention to Defend. 15.2.5 Within seven (7) Days of the appointment of the expert, the expert shall nominate a time and place in Kingston, Jamaica for a hearing of the Parties on the Dispute, which time shall not be more than twenty one (21) Days after the expert’s appointment. At the time nominated for the hearing, each Party must appear before the expert and present its case. The expert must render his decision on the Dispute within thirty (30) Days and no later than sixty (60) Days after completion of the hearing depending on the complexity of the Dispute and must forthwith advise the Parties in writing of his determination and his reasons therefor. 15.2.6 Any evidence given or statements made in the course of the hearing may not be used against a Party in any other proceedings. The proceedings shall not be regarded as arbitration and the laws relating to commercial arbitrations shall not apply; provided, that the expert shall resolve the Dispute in accordance with the Laws of Jamaica. The decision of the expert shall be final and binding upon both Parties upon the delivery to them of the expert’s written determination upon mutual agreement between the parties, save in the event of fraud, misrepresentation of fact, serious mistake or miscarriage. 15.2.7 If the expert does not render a decision within a period of ninety (90) Days after his appointment or such longer or shorter period as the Parties may agree in writing or the expert has indicated that he is not able to complete the assignment, either Party may upon giving notice to the other, terminate such appointment, and the Parties may agree to appoint a new expert who shall resolve the Dispute in accordance with the provisions of this Clauseone

Referral to an Expert. 15.2.1 19.2.1. If the Dispute is cannot be settled by mutual discussion within the thirty 30 days period provided in Article 19.1. and either (30a) Day period as provided for in Clause 15.1 and by agreement between the Parties it is deemed that a referral to an expert is necessaryspecifically required by this Agreement or (b) the Parties so agree in writing, then either Party may refer the Dispute shall be referred to an expert for determination. 15.2.2 Either 19.2.2. The Party specified in the relevant provision as having the right (or either party if no single party is so specified) may give notice to the other Party of its intention (“Notice of Intention to Refer”) to the other party of its intention to so refer the Dispute Dispute. The party giving that notice is referred to an expertherein as the Applicant, which and the party to whom such notice is given is referred to herein as the Respondent. 19.2.3. A notice of Intention to Refer shall include, among other things, inter alia: (a) a description of the Dispute, ; (b) the grounds on which such referring Party the Applicant relies in seeking to have the Dispute determined in its favour, and favor; (c) all written material which such referring Party the Applicant proposes to submit to the expert; provided that this Clause 15.2.2 Article 19.2.3. shall not be construed so as to prevent such referring Party the Applicant from using or producing further written material which comes into existence or comes to such referring Partythe Applicant’s attention after the Notice of Intention to Refer is given, but in such event the other Party Applicant shall give the Respondent prior written notice of the Applicant’s intention to use or produce such material and the Respondent shall be allowed a reasonable time to respond thereto. 15.2.3 19.2.4. The other Party shall Respondent shall, within seven (7) Days 21 days after service receipt of the Notice of Intention to Refer, give to the referring Party Applicant a notice of its intention to defend (“Notice of Intention to Defend”), ) of it intention to defend which shall include, among other things, inter alia: (a) the grounds upon which such responding Party the Respondent relies in seeking to have the Dispute determined in its favour and favour, and (b) all written material that such responding Party proposes the Respondent propose to submit to the expert; provided that this Clause 15.2.3 Article 19.2.4. shall not be construed so as to prevent such responding Party the Respondent from using or producing further written material which comes into existence or comes to such responding Partythe Respondent’s attention after the Notice of Intention to Defend is given, but in such event the referring Party Respondent shall give the Applicant prior written notice of the Respondent’s intention to use or produce such material and the Applicant shall be allowed a reasonable time to respond thereto. 15.2.4 Within fourteen (14) Days 19.2.5. If within 14 days after service the Applicant’s receipt of a Notice of Intention to Defend, the Parties shall agree parties have agreed on an expert and on the terms under which the Dispute shall be referred, the Dispute shall be so referred. In the event that the Parties parties are unable within fourteen (14) Days after service of a Notice of Intention to Defend such 14 days period to agree on the upon an expert to be appointed hereunder or upon the terms of such expert’s reference or both, then both Parties either party may request the head International Chamber of [A Relevant Professional Body] Commerce’s International Centre for Expertise to appoint an expert, and the terms of reference of matters to be determined by such expert’s appointment expert shall be those set out in the Notice of Intention to Refer and the Notice of Intention to Defend; provided that the expert shall not be a national of the jurisdiction of either party. 15.2.5 19.2.6. Within seven (7) Days even days of the appointment of the expert, the expert shall nominate designate a time and place in Kingston, Jamaica for a hearing of the Parties parties on the Dispute, which time shall not be more than twenty one (21) Days 21 days after the expert’s appointment. 19.2.7. The parties shall not be entitled to apply for discovery of documents but shall be entitled to have access to other party’s record and data in accordance with Article 22, save as otherwise provided in Article 13.5. 19.2.8. At the time nominated for the hearing, each Party party must appear before the expert and present its case. The parties may each be assisted in such hearing by advisors of their choosing. 19.2.9. The expert must render his decision on the Dispute within thirty (30) Days and no later than sixty (60) Days as soon as possible after completion of the hearing depending on the complexity of the Dispute and must forthwith advise the Parties parties in writing of his determination and his reasons therefortherefore. The decision rendered shall apportion the cost of the referral to the expert. 15.2.6 19.2.10. Any evidence given or statements made in the course of the hearing may not be used against a Party party in any other proceedings. 19.2.11. The proceedings Any proceeding under this Article 19.2. shall not be regarded as arbitration and required to follow the procedural laws relating related to commercial arbitrations shall not apply; provided, that the expert shall resolve the Dispute in accordance with the Laws of Jamaicaarbitrations. 19.2.12. The decision of the expert shall be final and binding upon both Parties parties upon the delivery to them of the expert’s written determination upon mutual agreement between the partiesdetermination, save in the event of fraud, misrepresentation of fact, serious mistake fraud or miscarriagemanifest error. 15.2.7 19.2.13. If the expert does doe not render a decision within a period of ninety (90) Days after his appointment 90 days of completion of the hearing or such longer or shorter period as the Parties parties may agree in writing or the expert has indicated that he is not able to complete the assignmentwriting, either Party may party may, upon giving notice to the other, terminate such appointment, and the Parties may agree to appoint a new expert shall be appointed who shall resolve the Dispute in accordance with the provisions of this ClauseArticle 19.

Referral to an Expert. 15.2.1 20.2.1 If the Dispute is cannot be settled within the thirty (30) Day period as provided for allowed in Clause 15.1 and by agreement between the Parties it is deemed that a 20.1 and: 20.2.1.1 referral to an expert is necessary, then required by this Agreement; or 20.2.1.2 the Parties otherwise agree in writing, 20.2.2 The Party specified in the relevant provision as having the right (or either Party may refer the Dispute to an expert for determination. 15.2.2 Either if no single Party is so specified) may give notice ("Notice of Intention to Refer") to the other Party of its intention (“to so refer the Dispute. The Party giving that notice is referred to herein as the "Applicant", and the Party to whom such notice is given is referred to herein as the "Respondent". 20.2.3 A Notice of Intention to Refer”) to refer the Dispute to an expert, which Refer shall include, among other things, (a) inter alia: 20.2.3.1 a description of the Dispute, (b) ; 20.2.3.2 proposed terms of reference to provide to the expert; 20.2.3.3 the grounds on which such referring Party the Applicant relies in seeking to have the Dispute determined in its favour, and (c) ; and 20.2.3.4 all written material which such referring Party the Applicant proposes to submit to the expert; provided , except that this Clause 15.2.2 20.2.3 shall not be construed so as to prevent such referring Party the Applicant from using or producing further written material which comes into existence or comes to such referring Party’s the Applicant's attention after the Notice of Intention to Refer is given, but in such event the other Party Respondent shall be allowed a reasonable time to respond thereto. 15.2.3 20.2.4 The other Party Respondent shall within seven fifteen (715) Days after service of the Notice of Intention to Refer, give to the referring Party Applicant a notice of its intention to defend (“"Notice of Intention to Defend”), ") of intention to defend which shall include, among other thingsinter alia: 20.2.4.1 whether the Respondent agrees with the terms of reference proposed by the Applicant and, (a) if it does not agree, its own proposed terms of reference; 20.2.4.2 the grounds upon which such responding Party the Respondent relies in seeking to have the Dispute question determined in its favour and (b) favour; and 20.2.4.3 all written material that such responding Party the Respondent proposes to submit to the expert; provided , except that this Clause 15.2.3 20.2.4 shall not be construed so as to prevent such responding Party the Respondent from using or producing further written material which comes into existence or comes to such responding Party’s the Respondent's attention after the Notice of Intention to Defend is given, given but in such event the referring Party Applicant shall be allowed a reasonable time to respond thereto. 15.2.4 Within fourteen 20.2.5 If within fifteen (1415) Days after service of a Notice of Intention to Defend, the Parties shall agree have agreed on an expert and on the terms of reference under which the Dispute shall be referred. , the Dispute shall be so referred. 20.2.6 In the event that the Parties are unable within fourteen fifteen (14) Days 15)Days after service of a Notice of Intention to Defend to agree on the upon an expert to be appointed hereunder or upon the terms of such expert’s 's reference or both, then both Parties either Party may request request: 20.2.6.1 for all Disputes involving invoices or amounts owed by one Party to the head other, the []; 20.2.6.2 for all Disputes other than Disputes involving invoices or amounts owed by one Party to the other, then presiding president of the [A Relevant Professional Body] ], in either case, they may refer the matter to the Authority or appoint an expert, and the terms of reference of such expert’s 's appointment shall be shall, to the extent possible, reflect (i) common ground between those terms of reference set out in the Notice of Intention to Refer and those in the Notice of Intention to DefendDefend and (ii), where consistent with that common ground, the provisions of this Clause 20.2. 15.2.5 20.2.7 If the Respondent fails to give the Notice of Intention to Defend to the Applicant in accordance with Clause 20.2.4: 20.2.7.1 the terms of reference set out in the Notice of Intention to Refer shall be adopted, incorporating where applicable and not inconsistent, the terms of this Clause 20.2; 20.2.7.2 the Applicant may request that an expert be appointed by following the procedure set out in Clause 20.2.6. 20.2.8 Notwithstanding any other provision of this Clause 20, no expert appointed pursuant to this Clause 20.2 shall be a national of the jurisdiction of either Party to this Agreement or of the jurisdiction of any of the Initial Shareholders (nor shall such expert be a former employee or agent of any such person). 20.2.9 Within seven thirty (730) Days of the appointment of the expert, the expert shall nominate a time and place in Kingston, Jamaica [NEUTRAL GROUND] for a hearing of the Parties on the Dispute, which time shall not be more than twenty one thirty (2130) Days after the expert’s 's appointment. . 20.2.10 The Parties shall not be entitled to apply for discovery of documents but shall be entitled to have access to the other Party's records and data in accordance with Clause 9.11.3. 20.2.11 At the time nominated for the hearing, each Party must appear before the expert and present its case. Each Party's case shall reflect only: 20.2.11.1 the grounds and the written material referred to in, in the case of the Applicant, the Notice of Intention to Refer and, in the case of the Respondent, the Notice of Intention to Defend; 20.2.11.2 any further written material which comes into existence or comes to the relevant Party's attention after it has served the Notice of Intention to Refer or the Notice of Intention to Defend, as applicable; and 20.2.11.3 any response given by the relevant Party in accordance with Clause 20.2.3 or 20.2.4, as applicable. 20.2.12 The expert must render his decision on the Dispute within thirty (30) Days and no later than sixty (60) Days days after completion of the hearing depending on the complexity of the Dispute and must forthwith advise the Parties in writing of his determination and his reasons thereforthereof. 15.2.6 Any 20.2.13 The proceedings shall be without prejudice and any evidence given or statements made in the course of the hearing may not be used against a Party in any other proceedings. . 20.2.14 The proceedings shall not be regarded as an arbitration and the laws relating to commercial arbitrations shall not apply; provided, however, that the expert shall resolve the Dispute in accordance with the Laws of Jamaica. Tanzania. 20.2.15 Once a Dispute is referred to an expert, the expert may shorten any of the time periods required by this Clause 20.2 if, in the expert's best judgment, the Dispute requires expeditious resolution. 20.2.16 The decision of the expert shall be final and binding upon both Parties upon the delivery to them of the expert’s 's written determination upon mutual agreement between the partiesdetermination, save in the event of fraud, misrepresentation of factcollusion, serious mistake or miscarriagepartiality, material departure from instruction. 15.2.7 20.2.17 If the expert does not render a decision within a period of ninety thirty (9030) Days after of his appointment or such longer or shorter period as the Parties may agree in writing or the expert has indicated that he is not able to complete the assignmentwriting, either Party may may, upon giving notice to the other, terminate such appointment, and the Parties may agree to appoint a new expert shall be appointed who shall resolve the Dispute in accordance with the provisions of this ClauseClause 20.2. If the Dispute is not resolved by one or more experts within three (3) Months after the receipt by the Respondent of the Notice of Intention to Refer, then either Party may refer the Dispute for arbitration in accordance with this Agreement. 20.2.18 The costs of engaging an expert shall be borne equally by the Parties, irrespective of whether the Respondent engages in the process, and each Party shall bear its own costs in preparing materials for, and making presentations to, the expert.