(30) DAYS FROM THE DATE SUCH NOTICE IS RECEIVED BY THE
OTHER PARTY), THE SITE LEADERS WILL MEET AND NEGOTIATE IN GOOD FAITH TO RESOLVE
THE DISPUTE.
B)
IN THE EVENT OF ANY DISPUTE THAT THE SITE
LEADERS ARE UNABLE TO RESOLVE WITHIN SUCH THIRTY (30) DAY PERIOD, ANY PARTY TO
THE DISPUTE MAY PROVIDE WRITTEN NOTICE TO THE OTHER PARTY THERETO THAT IT
DESIRES TO SUBMIT SUCH DISPUTE TO A HIGHER LEVEL OF MANAGEMENT OF THE OTHER
PARTY FOR RESOLUTION, WHICH NOTICE WILL SET FORTH THE SUBJECT OF THE DISPUTE AND
THE RELIEF REQUESTED.
WITHIN A REASONABLE PERIOD (BUT IN NO EVENT MORE THAN
THIRTY (30) DAYS FROM THE DATE SUCH NOTICE IS RECEIVED BY THE OTHER PARTY), A
HIGHER OF MANAGEMENT OF BOTH PARTIES (THE "EXECUTIVES") WILL MEET AND NEGOTIATE
IN GOOD FAITH TO RESOLVE THE DISPUTE.
IF THE EXECUTIVES ARE UNABLE TO
47
RESOLVE SUCH DISPUTE WITHIN SUCH PERIOD, EITHER PARTY MAY PROCEED TO ARBITRATION
OF THE DISPUTE IN ACCORDANCE WITH SECTION 14.10 BELOW.
SECTION 14.10
ARBITRATION OF DISPUTES.
A)
ANY AND ALL DISPUTES THAT ARE NOT
RESOLVED UNDER SECTION 14.9 ABOVE SHALL BE EXCLUSIVELY AND FINALLY RESOLVED AND
DECIDED BY BINDING ARBITRATION, IN THE CITY OF MIAMI, FLORIDA, PURSUANT TO THE
THEN-APPLICABLE ARBITRATION RULES OF THE INTERNATIONAL CHAMBER OF COMMERCE (THE
"ICC").
THE ARBITRATION SHALL BE CONDUCTED IN THE ENGLISH LANGUAGE, PROVIDED
THAT TESTIMONY AND DOCUMENTS MAY BE SUBMITTED IN A FOREIGN LANGUAGE ACCOMPANIED
BY AN ENGLISH TRANSLATION.
THE ARBITRAL PROCEEDINGS SHALL BE CONFIDENTIAL, AND
ANY INFORMATION DISCLOSED THEREIN SHALL BE TREATED BY THE PARTIES AS PROPRIETARY
INFORMATION.
THERE SHALL BE THREE (3) ARBITRATORS TO BE SELECTED IN THE
FOLLOWING MANNER.
WITHIN 30 DAYS AFTER THE DATE OF THE NOTICE INITIATING
ARBITRATION, ONE ARBITRATOR SHALL BE SELECTED BY THE PETITIONING PARTY
("PETITIONING PARTY") AND ONE ARBITRATOR SHALL BE SELECTED BY THE PARTY
DEFENDING THE ARBITRATION ("DEFENDING PARTY"), WITHIN 30 DAYS THEREAFTER,
FAILING WHICH SUCH ARBITRATOR SHALL BE APPOINTED BY THE ICC PURSUANT TO ICC
RULES.
THE THIRD ARBITRATOR SHALL BE SELECTED BY THE TWO ARBITRATORS SELECTED
BY THE PETITIONING PARTY AND THE DEFENDING PARTY, OR, IF SUCH ARBITRATORS CANNOT
AGREE WITHIN 30 DAYS ON THE THIRD ARBITRATOR, SUCH ARBITRATOR WILL BE SELECTED
BY THE ICC PURSUANT TO ICC RULES.
B)
THE DECISION OF THE ARBITRAL PANEL SHALL
BE IN WRITING AND SHALL SET FORTH IN DETAIL THE FACTS OF THE DISPUTE AND THE
REASONS FOR THE DECISION.
EACH PARTY ACCEPTS AND CONSENTS TO THE JURISDICTION
OF THE ARBITRAL PANEL AND, SOLELY FOR PURPOSES OF THE ENFORCEMENT OF THE
ARBITRAL AWARD, ANY COURT OF COMPETENT JURISDICTION, FOR ITSELF AND IN RESPECT
OF ITS PROPERTY, AND WAIVES IN RESPECT OF BOTH ITSELF AND ITS PROPERTY, ANY
DEFENSE IT MAY HAVE AS TO OR BASED ON SOVEREIGN IMMUNITY, LACK OF JURISDICTION,
IMPROPER VENUE OR INCONVENIENT FORUM.
THE ARBITRAL AWARD SHALL BE BINDING ON
THE PARTIES HERETO, WHO HEREBY WAIVE ANY APPEAL OF SUCH AWARD.
IN THE EVENT
THAT THE LOSING PARTY FAILS OR REFUSES TO COMPLY WITH THE