THE ARBITRATION SHALL BE HELD IN MUMBAI, INDIA OR SOME OTHER
MUTUALLY AGREED LOCATION AND THE ARBITRATION PROCEEDINGS SHALL BE CONDUCTED IN
THE ENGLISH LANGUAGE.
THE ARBITRATORS WILL BE REQUESTED TO GIVE THEIR AWARD IN
[***] DAYS' TIME.
19.7
THE AWARD SHALL BE FINAL AND BINDING ON THE PARTIES.
19.8
THE AWARD SHALL BE ENTERED IN ANY COURT HAVING JURISDICTION AND ANY
SUCH COURT MAY ORDER ENFORCEMENT OF THE AWARD AGAINST THE PARTIES AND THEIR
RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNEES.
19.9
EACH PARTY SHALL BE RESPONSIBLE FOR IT'S OWN COSTS DURING
ARBITRATION PROCESS SUCH AS LEGAL COSTS, TRAVEL AND STAY COSTS ETC. ONLY THE
INSEPARABLE COSTS OF ARBITRATION SUCH AS ARBITRATOR'S FEES AND VENUE EXPENSES
SHALL BE BORNE EQUALLY AND JOINTLY.
19.10
IN THE COURSE OF ARBITRATION, BOTH PARTIES SHALL CONTINUE TO EXECUTE
THIS CONTRACT IN SO FAR, AS IS REASONABLY PRACTICAL.
THIS CLAUSE SHALL SURVIVE
TERMINATION OF THIS CONTRACT.
20.
FORCE MAJEURE
20.1
ANY OBLIGATION OF ANY PARTY TO THIS ORDER, OTHER THAN OBLIGATIONS
FOR THE PAYMENT OF MONEY, WILL BE SUSPENDED DURING ANY PERIOD IN WHICH SUCH
PARTY IS UNABLE TO PERFORM SUCH OBLIGATION BY REASON OF FORCE MAJEURE, BUT ONLY
TO THE EXTENT AND FOR THE DURATION OF SUCH INABILITY TO PERFORM, AND ANY
APPLICABLE DEADLINES OR EXPIRATION DATES WILL BE EXTENDED OR DELAYED BY THE
DURATION OF SUCH INABILITY.
FOR THE PURPOSES HEREOF, "FORCE MAJEURE" MEANS WAR
(INCLUDING ACTS OF TERRORISM AND WARLIKE ACTS, EVEN IF NO FORMAL STATE OF WAR
HAS BEEN DECLARED), CIVIL COMMOTION, SABOTAGE, FIRE, FLOOD, NATURAL CALAMITIES,
STRIKES AND LOCKOUTS, ACT OF STATE OR DIRECTION FROM GOVERNMENTAL AUTHORITY
REQUIRING THE SUSPENSION OF WORK HEREUNDER, EPIDEMICS OR QUARANTINE OR IMPORT OR
EXPORT RESTRICTIONS (AS ARE NOT LIMITED TO THE ESTABLISHMENTS AND FACILITIES OF
THE PARTIES).
A PARTY SUBJECT TO A FORCE MAJEURE WILL PROMPTLY NOTIFY THE OTHER
GIVING DETAILS OF THE NATURE OF THE EVENT AND THE EXPECTED PERIOD OF ITS
DURATION AND WILL TAKE ALL REASONABLE STEPS TO MITIGATE THE EFFECTS THEREOF.
16
20.2
WHEN THE FORCE MAJEURE EVENT CEASES, THE PARTIES ARE TO RESUME
THEIR RESPONSIBILITIES UNDER THE TERMS OF THIS AGREEMENT WITHIN [***] WORKING
DAYS, OR, IF THE SAME IS NOT POSSIBLE WITHIN SAID TIME PERIOD, THEN AS SOON AS
REASONABLY AND COMMERCIALLY POSSIBLE.
20.3
IN THE EVENT THAT A FORCE MAJEURE EVENT MATERIALLY FRUSTRATES THIS
AGREEMENT AND HAS PREVENTED, OR IF THE PARTIES REASONABLY EXPECTS SUCH EVENT TO
PREVENT, TIMELY PERFORMANCE HEREUNDER FOR A PERIOD OF MORE THAN [***] MONTHS,
THEN THE PARTIES MAY TEMPORARILY TAKE REASONABLE STEPS TO MITIGATE ITS POTENTIAL
DAMAGE, INCLUDING PROCUREMENT OF EQUIPMENT AND SOFTWARE FROM SUCH OTHER SOURCES
AS WILL BE SATISFACTORY TO MEET REQUIREMENTS OF THIS AGREEMENT FOR THE PERIOD OF
THE FORCE MAJEURE.
IN THE EVENT THAT A FORCE MAJEURE EVENT MATERIALLY
FRUSTRATING THIS AGREEMENT CONTINUES, OR THE PARTIES ARE UNABLE TO PERFORM DUE
TO A FORCE MAJEURE, FOR MORE THAN [***] MONTHS, EITHER PARTY MAY TERMINATE THIS
ORDER WITHOUT FURTHER OBLIGATION BY EITHER PARTY, PROVIDED, HOWEVER, THAT ANY
OUTSTANDING AMOUNTS