DISPUTES ARISING UNDER
THIS AGREEMENT IN AN EXPEDIENT MANNER BY MUTUAL COOPERATION AND WITHOUT RESORT
TO LITIGATION.
TO ACCOMPLISH THIS OBJECTIVE, THE PARTIES AGREE TO FOLLOW THE
PROCEDURES SET FORTH IN THIS SECTION 14.1 IF AND WHEN A DISPUTE ARISES UNDER
THIS AGREEMENT.
BUSINESS ISSUES THAT ARE NOT CONTRACTUAL DISPUTES ARISING UNDER
THIS AGREEMENT SHALL BE DISCUSSED BY THE JCT AT THE REQUEST OF EITHER PARTY.
ANY CONTRACTUAL DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE DISCUSSED FIRST BY
THE JCT.
IN THE EVENT THAT THE JCT IS UNABLE TO RESOLVE ANY SUCH CONTRACTUAL
DISPUTE WITHIN THIRTY (30) DAYS AFTER SUCH CONTRACTUAL DISPUTE IS SUBMITTED TO
THE JCT, THEN ANY SUCH CONTRACTUAL DISPUTE SHALL, BY EITHER PARTY PROVIDING
WRITTEN NOTICE TO THE OTHER PARTY, BE REFERRED TO THE RESPECTIVE CHIEF EXECUTIVE
OFFICERS OF THE PARTIES FOR ATTEMPTED RESOLUTION BY GOOD FAITH NEGOTIATIONS
WITHIN THIRTY (30) DAYS AFTER SUCH NOTICE IS RECEIVED.
IN THE EVENT THAT THE
DESIGNATED OFFICERS ARE NOT ABLE TO RESOLVE SUCH DISPUTE WITHIN SUCH THIRTY (30)
DAY PERIOD, AND DO NOT AGREE TO EXTEND THE TIME PERIOD FOR RESOLVING THE
DISPUTE, OR IF THE TERMS AND CONDITIONS OF THE RESOLUTION OR SETTLEMENT OF THE
DISPUTE ARE BREACHED, THE DISPUTE SHALL BE SUBMITTED FOR MEDIATION BY A MUTUALLY
ACCEPTABLE THIRD PARTY WITHIN THIRTY (30) DAYS AFTER EXPIRATION OF THE PREVIOUS
THIRTY (30) DAY PERIOD, UNLESS THE PARTIES AGREE TO EXTEND THE PERIOD FOR
SUBMITTING THE CONTRACTUAL DISPUTE FOR MEDIATION.
IN THE EVENT THAT SUCH
CONTRACTUAL DISPUTE IS NOT RESOLVED WITHIN THIRTY (30) DAYS AFTER SUCH
CONTRACTUAL DISPUTE IS SUBMITTED FOR MEDIATION, UNLESS THE PARTIES OTHERWISE
AGREE TO EXTEND THE TIME PERIOD FOR RESOLVING THE DISPUTE, THEN SUCH CONTRACTUAL
DISPUTE SHALL BE RESOLVED BY ARBITRATION PURSUANT TO THE PROVISIONS OF
SECTION 14.2. PENDING RESOLUTION OF ANY DISPUTE COVERED BY THIS SECTION 14.1,
BOTH PARTIES WILL CONTINUE THEIR PERFORMANCE UNDER THIS AGREEMENT AND THE SUPPLY
AGREEMENT OF ANY OBLIGATIONS (INCLUDING, WITHOUT LIMITATION, PAYMENT
OBLIGATIONS) THAT ARE NOT THE SUBJECT OF SUCH DISPUTE.
14.2.
ARBITRATION. IF THE DISPUTE IS NOT RESOLVED PURSUANT TO SECTION 14.1
ABOVE, THEN THE PARTIES SHALL FOLLOW THE PROCEDURES SET FORTH BELOW.
* CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE
COMMISSION
75
(a)
Any claim, dispute, or controversy arising out of or relating to
this Agreement that is not resolved in accordance with the provisions of
Section 14.1 and that the Parties agree to submit to binding arbitration
pursuant to this Section 14.2 will be submitted by the parties to arbitration
under rules then in effect ("ICC Rules") of the International Chamber of
Commerce ("ICC") in New York, New York U.S.A. as modified herein or by agreement
of the parties.
Any such arbitration shall be conducted in New York, New York
by three (3) arbitrators.
Each Party shall select one (1) arbitrator and such
arbitrators shall jointly appoint the third arbitrator who shall act as the
chairman.
If either Party fails to appoint an arbitrator within thirty (30)
days of a request