DISPUTE BETWEEN THE PARTIES. THE
ARBITRATION AWARD SHALL BE FINAL AND BINDING, IN WRITING, SIGNED BY ALL
ARBITRATORS, AND SHALL STATE THE REASONS UPON WHICH THE AWARD THEREOF IS BASED.
THE PARTIES AGREE THAT JUDGMENT ON THE ARBITRATION AWARD MAY BE ENTERED BY ANY
COURT HAVING JURISDICTION THEREOF.
18.3
CONTINUATION OF WORK DURING DISPUTE.
NOTWITHSTANDING ANY DISPUTE, IT SHALL BE THE RESPONSIBILITY OF EACH PARTY TO
CONTINUE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT PENDING RESOLUTION OF
DISPUTES.
OWNER SHALL, SUBJECT TO ITS RIGHT TO WITHHOLD OR OFFSET AMOUNTS
PURSUANT TO THIS AGREEMENT, CONTINUE TO PAY CONTRACTOR UNDISPUTED AMOUNTS IN
ACCORDANCE WITH THIS AGREEMENT AND, EXCEPT AS PROVIDED IN THIS AGREEMENT,
CONTINUE TO PERFORM ALL OF ITS OBLIGATIONS UNDER THIS AGREEMENT; PROVIDED,
HOWEVER, IN NO EVENT SHALL THE OCCURRENCE OF ANY NEGOTIATION OR ARBITRATION
PREVENT OR AFFECT OWNER FROM EXERCISING ITS RIGHTS UNDER THIS AGREEMENT,
INCLUDING OWNER'S RIGHT TO TERMINATE PURSUANT TO ARTICLE 16.
18.4
ESCROW OF CERTAIN DISPUTED AMOUNTS BY OWNER.
AT
ANY TIME WHEN THE TOTAL AMOUNTS INVOICED BY CONTRACTOR PURSUANT TO SECTION 7.2C
OF THE AGREEMENT FOR MILESTONE PAYMENTS AND MONTHLY PAYMENTS (AS SUCH AMOUNTS
MAY BE ADJUSTED BY CHANGE ORDER IN ACCORDANCE WITH SECTIONS 6.1B OR 6.2C) WHICH
ARE DISPUTED AND UNPAID BY OWNER EXCEED TEN MILLION U.S. DOLLARS
(U.S.$10,000,000) IN THE CUMULATIVE AGGREGATE, OWNER SHALL ESCROW ANY SUCH
DISPUTED AND UNPAID AMOUNTS IN EXCESS OF THE AFORESAID AMOUNT ("ESCROWED
AMOUNTS"); PROVIDED, HOWEVER, THE PARTIES ACKNOWLEDGE AND AGREE THAT SUCH
ESCROWED AMOUNTS SHALL NOT INCLUDE ANY CLAIMS BY CONTRACTOR FOR COMPENSATION IN
ADDITION TO THE ORIGINAL CONTRACT PRICE (AS ADJUSTED BY CHANGE ORDER PURSUANT TO
SECTIONS 6.1B OR 6.2C).
FOR THE PURPOSES OF DETERMINING THE DATE WHEN OWNER
MUST DEPOSIT THE ESCROWED AMOUNTS WITH THE ESCROW AGENT, AMOUNTS ARE "UNPAID" ON
THE DATE THAT OWNER IS REQUIRED TO MAKE PAYMENT OF AN INVOICE UNDER SECTION 7.2E
OF THIS AGREEMENT.
THE ESCROWED AMOUNTS WILL BE DEPOSITED WITH THE ESCROW AGENT
PURSUANT TO THE ESCROW AGREEMENT (WHICH PROVIDES, AMONG OTHER THINGS, THAT THE
ESCROWED AMOUNTS SHALL BE HELD IN AN INTEREST BEARING ACCOUNT AND DISBURSED UPON
THE INSTRUCTIONS OF BOTH PARTIES OR PURSUANT TO AN ARBITRATION AWARD).
PRIOR TO
ISSUANCE OF THE NTP, (I) THE ESCROW AGENT SHALL BE SELECTED BY MUTUAL AGREEMENT
OF THE PARTIES AND (II) THE ESCROW AGREEMENT SHALL BE IN FINAL FORM AND EXECUTED
BY THE ESCROW AGENT AND EACH PARTY.
THE PARTIES SHALL EACH PAY FIFTY PERCENT
(50%) OF THE COST OF THE ESCROW AGREEMENT INCLUDING WITHOUT LIMITATION THE FEES
AND EXPENSES OF THE ESCROW AGENT.
Article 19
CONFIDENTIALITY
19.1
CONTRACTOR'S OBLIGATIONS.
CONTRACTOR HEREBY
COVENANTS AND WARRANTS THAT CONTRACTOR AND ITS EMPLOYEES AND AGENTS SHALL NOT
(WITHOUT IN EACH INSTANCE OBTAINING OWNER'S PRIOR WRITTEN CONSENT) DISCLOSE,
MAKE COMMERCIAL OR OTHER USE OF, OR GIVE OR SELL TO ANY PERSON, OTHER THAN TO
MEMBERS OF THE CONTRACTOR GROUP AND SUBCONTRACTORS OR SUB-SUBCONTRACTORS AS
NECESSARY TO PERFORM THE WORK, ANY INFORMATION CONSPICUOUSLY MARKED AND
IDENTIFIED IN WRITING AS CONFIDENTIAL AND RELATING TO THE BUSINESS, PRODUCTS,