one or more alternative suppliers to assume Provider's role in connection with
any expiration or termination of the Agreement with respect to all or any part
of the Services, then Provider shall provide such Termination Assistance
Services to such alternative suppliers, and such alternative suppliers may
exercise, on behalf of Idearc, the rights afforded to Idearc under the Agreement
relating to Termination Assistance Services.
If Idearc appoints a third-party
designee to assume Idearc's role in relation to any or all of the Termination
Assistance Services, Provider shall provide Termination Assistance Services to
such designee.
ARTICLE XIX
DISPUTE RESOLUTION
19.1.
Informal Dispute Resolution.
Prior to the initiation
of formal dispute resolution procedures with respect to any dispute, other than
a dispute arising out of the breach of a Party's obligations under Article XII
or subject to Section 18.12, the Parties shall first attempt to resolve such
dispute informally, as follows:
(A)
INITIAL EFFORT.
THE IDEARC PROGRAM MANAGER
AND THE PROVIDER PROJECT EXECUTIVE SHALL ATTEMPT IN GOOD FAITH TO RESOLVE ALL
DISPUTES (OTHER THAN THOSE ARISING OUT OF A BREACH OF A PARTY'S OBLIGATIONS
UNDER ARTICLE XII OR SUBJECT TO SECTION 18.12).
IF THE IDEARC PROGRAM MANAGER
AND THE PROVIDER PROJECT EXECUTIVE ARE UNABLE TO RESOLVE A DISPUTE IN AN AMOUNT
OF TIME THAT EITHER PARTY DEEMS REASONABLE UNDER THE CIRCUMSTANCES, SUCH PARTY
MAY REFER THE DISPUTE FOR RESOLUTION TO THE SENIOR CORPORATE EXECUTIVES
SPECIFIED IN PARAGRAPH (B) BELOW UPON NOTICE TO THE OTHER PARTY.
(B)
ESCALATION.
WITHIN FIVE BUSINESS DAYS OF A
NOTICE UNDER PARAGRAPH (A) ABOVE REFERRING A DISPUTE FOR RESOLUTION BY SENIOR
CORPORATE EXECUTIVES, THE IDEARC PROGRAM MANAGER AND THE PROVIDER PROJECT
EXECUTIVE WILL EACH PREPARE AND PROVIDE TO A PROVIDER VICE PRESIDENT AND THE
IDEARC EXECUTIVE TO WHOM THE IDEARC PROGRAM MANAGER WILL REPORT, RESPECTIVELY,
SUMMARIES OF THE RELEVANT INFORMATION AND BACKGROUND OF THE DISPUTE, ALONG WITH
ANY APPROPRIATE SUPPORTING DOCUMENTATION, FOR THEIR REVIEW.
THE DESIGNATED
SENIOR CORPORATE EXECUTIVES WILL CONFER AS OFTEN AS THEY DEEM REASONABLY
NECESSARY TO GATHER AND FURNISH TO THE OTHER ALL INFORMATION WITH RESPECT TO THE
MATTER IN ISSUE WHICH THE PARTIES BELIEVE TO BE APPROPRIATE AND GERMANE IN
CONNECTION WITH ITS RESOLUTION.
THE DESIGNATED
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SENIOR CORPORATE EXECUTIVES SHALL DISCUSS THE PROBLEM AND NEGOTIATE IN GOOD
FAITH IN AN EFFORT TO RESOLVE THE DISPUTE WITHOUT THE NECESSITY OF ANY FORMAL
PROCEEDING.
THE SPECIFIC FORMAT FOR THE DISCUSSIONS WILL BE LEFT TO THE
DISCRETION OF THE DESIGNATED SENIOR CORPORATE EXECUTIVES, BUT MAY INCLUDE THE
PREPARATION OF AGREED-UPON STATEMENTS OF FACT OR WRITTEN STATEMENTS OF POSITION.
(C)
NON-BINDING MEDIATION.
IF JOINTLY ELECTED BY
THE SENIOR CORPORATE EXECUTIVES, THE PARTIES MAY REFER THE DISPUTE TO
NON-BINDING MEDIATION.
THE PARTIES SHALL MUTUALLY AGREE UPON A NEUTRAL
MEDIATOR, THE LOCATION OF MEDIATION, AND THE ATTENDANT PROCEDURES OF THE
MEDIATION.
(D)
PROVISION OF INFORMATION.
DURING THE COURSE
OF NEGOTIATIONS UNDER PARAGRAPH (A), (B) OR (C) ABOVE, ALL COMMERCIALLY
REASONABLE REQUESTS MADE BY ONE PARTY TO ANOTHER FOR NON-PRIVILEGED INFORMATION,
REASONABLY RELATED TO THE DISPUTE, WILL BE HONORED