REASONABLE PERIOD OF TIME, THE DISPUTE SHALL BE ESCALATED
BY CUSTOMER TO THE APPLICABLE OPERATIONS LEADER AND BY PROVIDER TO THE
APPLICABLE SERVICE LEADER.
IF SUCH PERSONS CAN NOT RESOLVE THE DISPUTE WITHIN A
REASONABLE PERIOD OF TIME, THE DISPUTE SHALL BE ESCALATED TO THE ACCOUNT
EXECUTIVES OF BOTH PARTIES.
IF THE DISPUTE IS NOT RESOLVED BY THE ACCOUNT
EXECUTIVES WITHIN A REASONABLE PERIOD OF TIME OR, IN ANY CASE, IF SUCH DISPUTE
IS NOT RESOLVED WITHIN TEN (10) DAYS AFTER COMMENCEMENT OF NEGOTIATIONS PURSUANT
TO THIS SECTION 20.5, THE DISPUTE SHALL BE HANDLED IN ACCORDANCE WITH EXHIBIT G.
21.0
MISCELLANEOUS.
21.1
FORCE MAJEURE.
NO PARTY HERETO (OR ANY PERSON
ACTING ON ITS BEHALF) SHALL HAVE ANY LIABILITY OR RESPONSIBILITY FOR FAILURE TO
FULFILL ANY OBLIGATION (OTHER THAN A PAYMENT
30
OBLIGATION) UNDER THIS AGREEMENT OR ANY RELATED PSA, SO LONG AS AND TO THE
EXTENT TO WHICH THE FULFILLMENT OF SUCH OBLIGATION IS PREVENTED, FRUSTRATED,
HINDERED OR DELAYED AS A CONSEQUENCE OF CIRCUMSTANCES OF FORCE MAJEURE.
A PARTY
CLAIMING THE BENEFIT OF THIS PROVISION SHALL, AS SOON AS REASONABLY PRACTICABLE
AFTER THE OCCURRENCE OF ANY SUCH EVENT:
(I) NOTIFY THE OTHER PARTIES OF THE
NATURE AND EXTENT OF ANY SUCH FORCE MAJEURE CONDITION AND (II) USE DUE DILIGENCE
TO REMOVE ANY SUCH CAUSES AND RESUME PERFORMANCE UNDER THIS AGREEMENT AS SOON AS
FEASIBLE. THE PRECEDING SENTENCE SHALL NOT RELIEVE PROVIDER OF ITS OBLIGATION TO
PROVIDE THE SERVICES DESCRIBED IN THE BCP/DRP PLANS DESCRIBED IN SECTION 1.2
HEREOF.
IF PROVIDER'S PERFORMANCE IS AFFECTED BY FORCE MAJEURE FOR A PERIOD OF
MORE THAN TEN (10) CALENDAR DAYS, THEN CUSTOMER MAY TERMINATE THIS AGREEMENT BY
GIVING WRITTEN NOTICE TO PROVIDER BEFORE PERFORMANCE HAS RESUMED WITHOUT PAYMENT
OF ANY AMOUNT OTHER THAN ACCRUED CHARGES.
21.2
INDEPENDENT CONTRACTORS.
THE PARTIES SHALL BE
AND ACT AS INDEPENDENT CONTRACTORS, AND UNDER NO CIRCUMSTANCES SHALL THIS
AGREEMENT BE CONSTRUED AS ONE OF AGENCY, PARTNERSHIP, JOINT VENTURE OR
EMPLOYMENT BETWEEN THE PARTIES.
EACH PARTY AGREES AND ACKNOWLEDGES THAT IT
NEITHER HAS NOR WILL GIVE THE APPEARANCE OR IMPRESSION OF HAVING ANY LEGAL
AUTHORITY TO BIND OR COMMIT THE OTHER PARTY IN ANY WAY.
21.3
FAILURE TO OBJECT NOT A WAIVER.
THE FAILURE OF
EITHER PARTY TO OBJECT TO OR TO TAKE AFFIRMATIVE ACTION WITH RESPECT TO ANY
CONDUCT OF THE OTHER PARTY WHICH IS IN VIOLATION OF THE TERMS HEREOF SHALL NOT
BE CONSTRUED AS A WAIVER THEREOF, NOR OF ANY FUTURE BREACH OR SUBSEQUENT
WRONGFUL CONDUCT.
21.4
GOVERNING LAW.
THIS AGREEMENT IS TO BE GOVERNED
BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF VIRGINIA OF THE
UNITED STATES OF AMERICA, WHICH IS APPLICABLE TO CONTRACTS WHOLLY MADE AND
PERFORMED THEREIN.
PROVIDER HEREBY SUBMITS TO THE JURISDICTION OF ALL COURTS
WHERE CUSTOMER IS AUTHORIZED TO DO BUSINESS AND ALL COURTS OF THE UNITED
STATES.
ANY ACTION IN REGARD TO THE CONTRACT OR ARISING OUT OF ITS TERMS AND
CONDITIONS SHALL BE INSTITUTED AND LITIGATED IN THE UNITED STATES.
21.5
NO THIRD-PARTY BENEFICIARIES.
EXCEPT AS