SECTION 15.1.
GENERAL PROVISIONS.
(A) ANY DISPUTE, CONTROVERSY OR
CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE VALIDITY,
INTERPRETATION, BREACH OR TERMINATION THEREOF (A "DISPUTE"), SHALL BE RESOLVED
IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THIS ARTICLE XV, WHICH SHALL BE
THE SOLE AND EXCLUSIVE PROCEDURES FOR THE RESOLUTION OF ANY SUCH DISPUTE UNLESS
OTHERWISE SPECIFIED BELOW.
(B)
COMMENCING WITH THE REQUEST CONTEMPLATED BY SECTION 15.2, ALL
COMMUNICATIONS BETWEEN THE PARTIES OR THEIR REPRESENTATIVES IN CONNECTION WITH
THE ATTEMPTED RESOLUTION OF ANY DISPUTE, INCLUDING ANY MEDIATOR'S EVALUATION
REFERRED TO IN SECTION 15.3, SHALL BE DEEMED TO HAVE BEEN DELIVERED IN
FURTHERANCE OF A DISPUTE SETTLEMENT AND SHALL BE EXEMPT FROM DISCOVERY AND
PRODUCTION, AND SHALL NOT BE ADMISSIBLE IN EVIDENCE FOR ANY REASON (WHETHER
15
AS AN ADMISSION OR OTHERWISE), IN ANY ARBITRAL OR OTHER PROCEEDING FOR THE
RESOLUTION OF THE DISPUTE.
(C)
IN CONNECTION WITH ANY DISPUTE, THE PARTIES EXPRESSLY WAIVE AND
FOREGO ANY RIGHT TO (I) PUNITIVE, EXEMPLARY, STATUTORILY-ENHANCED OR SIMILAR
DAMAGES IN EXCESS OF COMPENSATORY DAMAGES (PROVIDED THAT ANY SUCH LIABILITY WITH
RESPECT TO A THIRD PARTY CLAIM (AS DEFINED IN THE MASTER AGREEMENT) SHALL BE
CONSIDERED DIRECT DAMAGES), AND (II) TRIAL BY JURY.
(D)
THE SPECIFIC PROCEDURES SET FORTH BELOW, INCLUDING BUT NOT LIMITED
TO THE TIME LIMITS REFERENCED THEREIN, MAY BE MODIFIED BY AGREEMENT OF THE
PARTIES IN WRITING.
(E)
ALL APPLICABLE STATUTES OF LIMITATIONS AND DEFENSES BASED UPON THE
PASSAGE OF TIME SHALL BE TOLLED WHILE THE PROCEDURES SPECIFIED IN THIS ARTICLE
XV ARE PENDING.
THE PARTIES WILL TAKE SUCH ACTION, IF ANY, REQUIRED TO
EFFECTUATE SUCH TOLLING.
SECTION 15.2.
CONSIDERATION BY SENIOR EXECUTIVES.
IF A DISPUTE IS NOT
RESOLVED IN THE NORMAL COURSE OF BUSINESS AT THE OPERATIONAL LEVEL, THE PARTIES
SHALL ATTEMPT IN GOOD FAITH TO RESOLVE SUCH DISPUTE BY NEGOTIATION BETWEEN
EXECUTIVES WHO HOLD, AT A MINIMUM, THE OFFICE OF PRESIDENT AND CEO OF THE
RESPECTIVE BUSINESS ENTITIES INVOLVED IN SUCH DISPUTE.
EITHER PARTY MAY
INITIATE THE EXECUTIVE NEGOTIATION PROCESS BY PROVIDING A WRITTEN NOTICE TO THE
OTHER (THE "INITIAL NOTICE").
FIFTEEN (15) DAYS AFTER DELIVERY OF THE INITIAL
NOTICE, THE RECEIVING PARTY SHALL SUBMIT TO THE OTHER A WRITTEN RESPONSE (THE
"RESPONSE").
THE INITIAL NOTICE AND THE RESPONSE SHALL INCLUDE (I) A STATEMENT
OF THE DISPUTE AND OF EACH PARTY'S POSITION, AND (II) THE NAME AND TITLE OF THE
EXECUTIVE WHO WILL REPRESENT THAT PARTY AND OF ANY OTHER PERSON WHO WILL
ACCOMPANY THE EXECUTIVE.
SUCH EXECUTIVES WILL MEET IN PERSON OR BY TELEPHONE
WITHIN THIRTY (30) DAYS OF THE DATE OF THE INITIAL NOTICE TO SEEK A RESOLUTION
OF THE DISPUTE.
SECTION 15.3.
MEDIATION.
IF A DISPUTE IS NOT RESOLVED BY NEGOTIATION
AS PROVIDED IN SECTION 15.2 WITHIN FORTY-FIVE (45) DAYS FROM THE DELIVERY OF THE
INITIAL NOTICE, THEN EITHER PARTY MAY SUBMIT THE DISPUTE FOR RESOLUTION BY
MEDIATION PURSUANT TO THE CPR INSTITUTE FOR DISPUTE RESOLUTION (THE "CPR") MODEL
MEDIATION PROCEDURE AS THEN IN EFFECT.
THE PARTIES WILL SELECT A MEDIATOR FROM
THE