DESIGNATED REPRESENTATIVES WILL HOLD AN INITIAL MEETING
WITHIN [***] OF THEIR APPOINTMENT TO ATTEMPT TO RESOLVE THE DISPUTE AND
THEREAFTER MEET AS OFTEN AS THE PARTIES REASONABLY DEEM NECESSARY IN ORDER TO
GATHER AND FURNISH TO THE OTHER ALL INFORMATION WITH RESPECT TO THE MATTER IN
ISSUE THAT THE PARTIES BELIEVE TO BE APPROPRIATE AND GERMANE IN CONNECTION WITH
ITS RESOLUTION.
THE DESIGNATED
REPRESENTATIVES WILL DISCUSS THE DISPUTE AND
ATTEMPT TO RESOLVE THE DISPUTE WITHOUT UNREASONABLE DELAY AND WITHOUT THE
NECESSITY OF ANY FORMAL PROCEEDING.
IF THE UNRESOLVED DISPUTE IS HAVING A
MATERIAL EFFECT ON THE SERVICES, THE PARTIES WILL USE THEIR RESPECTIVE BEST
EFFORTS TO REDUCE THE ELAPSED TIME IN REACHING A RESOLUTION OF THE DISPUTE.
22.1.6
DURING THE COURSE OF DISCUSSION, ALL REASONABLE REQUESTS MADE BY
EITHER PARTY FOR NON-PRIVILEGED INFORMATION REASONABLY RELATED TO THIS AGREEMENT
WILL BE HONORED IN ORDER THAT EACH OF THE PARTIES MAY BE FULLY ADVISED OF THE
OTHER'S POSITION.
22.1.7
EACH PARTY WILL USE ALL COMMERCIALLY REASONABLE EFFORTS TO REACH
A NEGOTIATED RESOLUTION THROUGH THE ABOVE DISPUTE RESOLUTION PROCEDURE. THE
SPECIFIC FORMAT FOR SUCH RESOLUTION WILL BE LEFT TO THE REASONABLE DISCRETION OF
THE PARTIES, BUT MAY INCLUDE THE PREPARATION AND SUBMISSION OF STATEMENTS OF
FACT OR OF POSITION.
22.2
ALTERNATIVE DISPUTE RESOLUTION
22.2.1
IF THE DISPUTE IS NOT RESOLVED PURSUANT TO SECTION 22.1, EITHER
PARTY MAY PROPOSE TO THE OTHER IN WRITING THAT STRUCTURED NEGOTIATIONS ARE
ENTERED INTO WITH THE ASSISTANCE OF A NEUTRAL ADVISOR OR MEDIATOR ("NEUTRAL
ADVISER").
22.2.2
THE NEUTRAL ADVISER WILL EITHER BE AGREED UPON BY THE PARTIES OR,
IN THE ABSENCE OF AGREEMENT WITHIN [***] OF THE WRITTEN PROPOSAL DESCRIBED IN
SECTION 22.2.1, APPOINTED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA").
22.2.3
WITHIN [***] OF THE APPOINTMENT OF THE NEUTRAL ADVISER, THE
PARTIES WILL MEET WITH HIM OR HER IN ORDER TO AGREE ON A PROGRAM FOR THE
EXCHANGE OF ANY RELEVANT INFORMATION AND THE STRUCTURE TO BE ADOPTED FOR THE
NEGOTIATIONS.
22.2.4
UNLESS CONCLUDED WITH A WRITTEN LEGALLY BINDING AGREEMENT, ALL
NEGOTIATIONS CONNECTED WITH THE DISPUTE WILL BE CONDUCTED IN CONFIDENCE AND
WITHOUT PREJUDICE TO THE RIGHTS OF THE PARTIES IN ANY FUTURE PROCEEDINGS.
22.2.5
THE PARTIES MAY REQUEST THE NEUTRAL ADVISER TO ISSUE WRITTEN
RECOMMENDATIONS AND IF THE NEUTRAL ADVISER IS WILLING TO MAKE SUCH
RECOMMENDATIONS AND THE PARTIES ACCEPT SUCH RECOMMENDATIONS OR OTHERWISE REACH
AGREEMENT ON THE RESOLUTION OF THE DISPUTE, SUCH AGREEMENT WILL BE REDUCED TO
WRITING AND, ONCE IT IS SIGNED BY THE AUTHORIZED REPRESENTATIVES OF EACH PARTY,
WILL BE BINDING ON THE PARTIES.
22.2.6
IN THE EVENT THAT ALTERNATIVE DISPUTE RESOLUTION IN ACCORDANCE
WITH THIS SECTION 22.2 IS INITIATED AND THE PARTIES FAIL TO REACH AGREEMENT IN
THE STRUCTURED NEGOTIATIONS WITHIN [***] OF THE APPOINTMENT OF THE NEUTRAL
ADVISER OR OTHERWISE WITHDRAW FROM THE STRUCTURED NEGOTIATIONS, THEN ANY DISPUTE
OR DIFFERENCE BETWEEN THEM MAY BE REFERRED TO THE COURTS IN ACCORDANCE WITH
SECTION 22.3 OR SECTION 22.4.
22.2.7
UNLESS AGREED OTHERWISE BY THE PARTIES, EACH PARTY WILL BEAR ITS
OWN COSTS AND EXPENSES