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 20.5, THE DISPUTE
SHALL BE HANDLED IN ACCORDANCE WITH EXHIBIT G.
21.0
MISCELLANEOUS.
21.1
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
30
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 1.2
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 any amount other than accrued Charges.
21.2
INDEPENDENT CONTRACTORS.
THE PARTIES SHALL BE AND ACT AS
INDEPENDENT CONTRACTORS, AND UNDER NO CIRCUMSTANCES SHALL THIS AGREEMENT BE
CONSTRUED AS ONE OF AGENCY, PARTNERSHIP, JOINT VENTURE OR EMPLOYMENT BETWEEN THE
PARTIES.
EACH PARTY AGREES AND ACKNOWLEDGES THAT IT NEITHER HAS NOR WILL GIVE
THE APPEARANCE OR IMPRESSION OF HAVING ANY LEGAL AUTHORITY TO BIND OR COMMIT THE
OTHER PARTY IN ANY WAY.
21.3
FAILURE TO OBJECT NOT A WAIVER.
THE FAILURE OF EITHER PARTY TO
OBJECT TO OR TO TAKE AFFIRMATIVE ACTION WITH RESPECT TO ANY CONDUCT OF THE OTHER
PARTY WHICH IS IN VIOLATION OF THE TERMS HEREOF SHALL NOT BE CONSTRUED AS A
WAIVER THEREOF, NOR OF ANY FUTURE BREACH OR SUBSEQUENT WRONGFUL CONDUCT.
21.4
GOVERNING LAW.
THIS AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF DELAWARE OF THE UNITED STATES OF
AMERICA, WHICH IS APPLICABLE TO CONTRACTS WHOLLY MADE AND PERFORMED THEREIN.
PROVIDER HEREBY SUBMITS TO THE JURISDICTION OF ALL COURTS WHERE CUSTOMER IS
AUTHORIZED TO DO BUSINESS AND ALL COURTS OF THE UNITED STATES.
ANY ACTION IN
REGARD TO THE CONTRACT OR ARISING OUT OF ITS TERMS AND CONDITIONS SHALL BE
INSTITUTED AND LITIGATED IN THE UNITED STATES.
21.5
NO THIRD-PARTY BENEFICIARIES.
EXCEPT AS PROVIDED IN SECTION