IN GOOD FAITH TO RESOLVE ANY DISPUTE ARISING OUT OF OR RELATING TO THIS
AGREEMENT PROMPTLY BY DIRECT NEGOTIATION BETWEEN EXECUTIVES WHO HAVE AUTHORITY
TO SETTLE THE CONTROVERSY AND WHO ARE AT A HIGHER LEVEL OF MANAGEMENT THAN THE
PERSONS WITH DIRECT RESPONSIBILITY FOR ADMINISTRATION OF THIS AGREEMENT, UNLESS
THERE IS NO EXECUTIVE OF A HIGHER LEVEL.
ANY PARTY MAY GIVE THE OTHER PARTY
WRITTEN NOTICE OF ANY DISPUTE NOT RESOLVED IN THE NORMAL COURSE OF BUSINESS.
WITHIN FIFTEEN (15) DAYS AFTER DELIVERY OF THE NOTICE, THE RECEIVING PARTY SHALL
SUBMIT TO THE OTHER A WRITTEN RESPONSE.
THE NOTICE AND THE RESPONSE SHALL
INCLUDE:
(A) A STATEMENT OF EACH PARTY'S POSITION AND A SUMMARY OF ARGUMENTS
SUPPORTING THAT POSITION; AND, (B) THE NAME AND TITLE OF THE EXECUTIVE WHO WILL
REPRESENT THAT PARTY AND OF ANY OTHER PERSON WHO WILL ACCOMPANY THE EXECUTIVE.
WITHIN THIRTY (30) DAYS AFTER DELIVERY OF THE DISPUTING PARTY'S NOTICE, THE
EXECUTIVES OF EACH MEMBER SHALL MEET AT A MUTUALLY ACCEPTABLE TIME AND PLACE,
AND THEREAFTER AS OFTEN AS THEY REASONABLY DEEM NECESSARY, TO ATTEMPT TO RESOLVE
THE DISPUTE.
ALL REASONABLE REQUESTS FOR INFORMATION MADE BY ONE PARTY TO THE
OTHER WILL BE HONORED.
ALL NEGOTIATIONS PURSUANT TO THIS CLAUSE ARE
CONFIDENTIAL AND SHALL BE TREATED AS COMPROMISE AND SETTLEMENT NEGOTIATIONS FOR
PURPOSES OF APPLICABLE RULES OF EVIDENCE.
35
17.1.2
MEDIATION WITH MUTUALLY AGREED-UPON NEUTRAL.
IF THE DISPUTE
HAS NOT BEEN RESOLVED BY NEGOTIATION WITHIN FORTY-FIVE (45) DAYS OF THE
DISPUTING PARTY'S NOTICE, OR IF THE MEMBERS FAIL TO MEET WITHIN TWENTY (20)
DAYS, THE MEMBERS SHALL SUBMIT THE DISPUTE TO NON-BINDING MEDIATION UNDER THE
THEN-CURRENT CPR INSTITUTE FOR DISPUTE RESOLUTION'S ("CPR") MODEL MEDIATION
PROCEDURE FOR BUSINESS DISPUTES, AND ENDEAVOR (BUT NOT BE OBLIGATED) TO SETTLE
THE DISPUTE IN SUCH MEDIATION.
CPR'S ADDRESS AT THE TIME OF THIS AGREEMENT IS
366 MADISON AVENUE, 14TH FLOOR, NEW YORK, NEW YORK 10017 (212-949-6490) AND ITS
WEBSITE IS "."
THE MEMBERS AGREE TO USE THEIR REASONABLE BEST
EFFORTS AND GOOD FAITH TO AGREE MUTUALLY ON A MEDIATOR, TO BE SELECTED FROM THE
CPR TECHNOLOGY PANEL OF NEUTRALS.
IF THE MEMBERS FAIL TO SELECT A MUTUALLY
ACCEPTABLE MEDIATOR WITHIN THIRTY (30) DAYS AFTER EITHER PARTY'S NOTICE TO THE
OTHER PARTY THAT THEY REQUEST NON-BINDING MEDIATION PURSUANT TO THIS SUBSECTION,
CPR WILL APPOINT A MEDIATOR FROM THE TECHNOLOGY PANEL.
17.1.3
ARBITRATION.
ALL DISPUTES ARISING OUT OF OR RELATING TO
THIS AGREEMENT NOT RESOLVED PURSUANT TO NON-BINDING MEDIATION WITHIN THIRTY (30)
DAYS OR AS THIS TIME PERIOD MAY BE EXTENDED BY WRITTEN AGREEMENT OF THE MEMBERS
SHALL BE SETTLED FINALLY IN AN ARBITRATION CONDUCTED UNDER THE RULES OF
ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE ("ICC") AND AS PROVIDED IN
THIS SECTION 17.1.3.
(A)
THE ARBITRATION PROCEEDINGS SHALL BE
CONDUCTED IN NEW YORK, NEW YORK, U.S.A.
(B)
THE ARBITRATION PROCEEDINGS SHALL BE
GOVERNED BY THE LAWS OF NEW YORK.
(C)
THE LANGUAGE OF THE ARBITRATION PROCEEDINGS
SHALL BE ENGLISH.
(D)
THE ARBITRAL TRIBUNAL SHALL CONSIST OF THREE
(3) ARBITRATORS, ONE (1)