GENERALLY REVIEW MATTERS RELATING TO THE
TERMS AND CONDITIONS OF THIS AGREEMENT AND ANY PSA, THE COMPLIANCE OF EACH OF
THE PARTIES HEREWITH, AND TO CONSIDER POLICIES, PLANNING AND PERFORMANCE
RELATING TO QUALITY CONTROLS, PRODUCTION, EFFICIENCY AND PRODUCTIVITY, COSTS AND
ANY OTHER SPECIAL MATTER OR MATTERS OF CONCERN.
IN ADDITION, EITHER PARTY SHALL
HAVE THE RIGHT TO CALL MEETINGS BY TELEPHONE OR VIDEO CONFERENCE, AS NECESSARY,
WITH REASONABLE NOTICE TO THE OTHER PARTY, TO DISCUSS AND RESOLVE SPECIFIC
MATTERS OF CONCERN AS THEY OCCUR.
ALL MEETINGS SHALL BE ATTENDED BY THE
REPRESENTATIVES OF THE PARTIES WHO ARE RESPONSIBLE FOR PERFORMANCES AS TO THOSE
MATTERS TO BE DISCUSSED.
EITHER PARTY MAY ALSO REQUEST AN IN-PERSON MEETING
WITH REASONABLE NOTICE TO THE OTHER PARTY.
THE EXPENSES FOR SUCH MEETING,
INCLUDING TRAVEL AND LODGING SHALL BE BORNE BY THE PARTY CALLING THE MEETING;
HOWEVER, SUCH EXPENSES WILL BE AGREED UPON BY THE PARTIES PRIOR TO SUCH MEETING.
E.
OPERATIONAL DISPUTE RESOLUTION.
AS CONTEMPLATED BY SECTION 1.2
OF EXHIBIT G, THE PARTIES MAY ATTEMPT TO RESOLVE DISPUTES IN THE NORMAL COURSE
OF BUSINESS AT THE OPERATIONAL LEVEL AS DESCRIBED IN THIS SECTION 20.E.
THE
LINE MANAGERS OF THE PARTIES SHALL ATTEMPT IN GOOD FAITH TO RESOLVE SUCH DISPUTE
THROUGH NEGOTIATION.
IF THE LINE MANAGERS CANNOT RESOLVE THE DISPUTE WITHIN A
REASONABLE PERIOD OF TIME, THE DISPUTE SHALL BE ESCALATED BY CUSTOMER TO THE
APPLICABLE OPERATIONS LEADER AND BY PROVIDER TO THE APPLICABLE SERVICE LEADER.
IF SUCH PERSONS CAN NOT RESOLVE THE DISPUTE WITHIN A REASONABLE PERIOD OF TIME,
THE DISPUTE SHALL BE ESCALATED TO THE ACCOUNT EXECUTIVES OF BOTH PARTIES.
IF
THE DISPUTE IS NOT RESOLVED BY THE ACCOUNT EXECUTIVES WITHIN A REASONABLE PERIOD
OF TIME OR, IN ANY CASE, IF SUCH DISPUTE IS NOT RESOLVED WITHIN TEN (10) DAYS
AFTER COMMENCEMENT OF NEGOTIATIONS PURSUANT TO THIS SECTION 20.E, THE DISPUTE
SHALL BE HANDLED IN ACCORDANCE WITH EXHIBIT G.
21.
MISCELLANEOUS.
A.
FORCE MAJEURE.
NO PARTY HERETO (OR ANY PERSON ACTING ON ITS
BEHALF) SHALL HAVE ANY LIABILITY OR RESPONSIBILITY FOR FAILURE TO FULFILL ANY
OBLIGATION (OTHER THAN A PAYMENT OBLIGATION) UNDER THIS AGREEMENT OR ANY RELATED
PSA, SO LONG AS AND TO THE EXTENT TO WHICH THE FULFILLMENT OF SUCH OBLIGATION IS
PREVENTED, FRUSTRATED, HINDERED OR DELAYED AS A CONSEQUENCE OF CIRCUMSTANCES OF
FORCE MAJEURE.
A PARTY CLAIMING THE BENEFIT OF THIS PROVISION SHALL, AS SOON AS
REASONABLY PRACTICABLE AFTER THE OCCURRENCE OF ANY SUCH EVENT:
(I) NOTIFY THE
OTHER PARTIES OF THE NATURE AND EXTENT OF ANY SUCH FORCE MAJEURE CONDITION AND
(II) USE DUE DILIGENCE TO REMOVE ANY SUCH CAUSES AND RESUME PERFORMANCE UNDER
THIS AGREEMENT AS SOON AS FEASIBLE. THE PRECEDING SENTENCE SHALL NOT RELIEVE
PROVIDER OF ITS OBLIGATION TO PROVIDE THE SERVICES DESCRIBED IN THE BCP/DRP
PLANS DESCRIBED IN SECTION 1.B HEREOF.
IF PROVIDER'S PERFORMANCE IS AFFECTED BY
FORCE MAJEURE FOR A PERIOD OF MORE THAN TEN (10) CALENDAR DAYS, THEN CUSTOMER
MAY TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE TO PROVIDER BEFORE
PERFORMANCE HAS RESUMED WITHOUT PAYMENT OF