Common use of Alternate Dispute Resolution (ADR) Clause in Contracts

Alternate Dispute Resolution (ADR). 32.1 If a dispute arises between the Parties relating to this Agreement, the Parties agree to use the following procedure prior to either Party pursuing other available remedies: (a) A meeting shall be held promptly between the Parties, attended by individuals with decision-making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute. (b) If, within twenty-one (21) days after such meeting, the Parties have not succeeded in negotiating a resolution of the dispute, the matter will be escalated to senior management of the parties, initially Glen▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇., ▇▇O of CONVERGENT and Larr▇ ▇▇▇▇▇▇, ▇▇esident of CSI. (c) If, within thirty (30) days after such meeting, the Parties have not succeeded in negotiating a resolution of the dispute, they will jointly appoint a mutually acceptable neutral person not affiliated with either of the Parties (the "Neutral") to act as a mediator. If the Parties are unable to agree on the Neutral within twenty (20) days, they shall seek assistance in such regard from the CPR Institute for Dispute Resolutions ("CPR"). The fees of the Neutral and all other common fees and expenses shall be shared equally by the Parties. (d) The mediation may proceed in accordance with CPR's Model Procedure for Mediation of Business disputes, or the Parties may mutually establish their own procedure. (e) The Parties shall pursue mediation in good faith and in a timely manner. In the event the mediation does not result in resolution of the dispute within sixty (60) days, then, upon seven (7) days written notice to the other Party, either Party may suggest another form of ADR, e.g., a mini-trial or summary jury trial, or may pursue other available remedies. 32.2 All ADR proceedings shall be strictly confidential and used solely for the purposes of settlement. Any materials prepared by one Party for the ADR proceedings shall not be used as evidence by the other Party in any subsequent litigation; provided, however, the underlying facts supporting such materials may be subject to discovery. 32.3 Each Party shall, except as otherwise provided herein, be responsible for its expenses, including legal fees, incurred in the course of any arbitration proceedings. The fees of the Neutral arbitrator shall be divided evenly between the Parties. 32.4 CONVERGENT shall carry on and be paid for the technical and management services not in dispute and maintain the estimated schedule for Services during any Proprietary and Confidential arbitration or litigation proceedings, unless otherwise agreed by CONVERGENT or CSI in writing. 32.5 Each Party fully understands its specific obligations under ADR provisions of the Agreement. Neither Party considers such obligations to be vague or in any way unenforceable, and neither Party will contend to the contrary at any future time or in any future proceedings. 32.6 Neither Party shall issue any news release, public announcement, or advertisement of any portion of the content of this Agreement without the prior written consent of the other Party. 32.7 If CSI issues a purchase order, memorandum or other instruments covering the goods or services provided under this Agreement, it is agreed that such document is for CSI's internal purposes only unless it is accepted in writing by CONVERGENT, in which case all terms and conditions contained therein which are additional to or inconsistent with this Agreement shall be of no force and effect. The Agreement shall not be varied other than by an instrument in writing of subsequent date hereto, executed by the duly authorized representatives of both Parties.

Alternate Dispute Resolution (ADR). 32.1 33.1 If a dispute arises between the Parties relating to this Agreement, the Parties agree to use the following procedure prior to either Party pursuing other available remedies: (a) A meeting shall be held promptly between the Parties, attended by individuals with decision-making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute.. Proprietary and Confidential Convergent Group/FGM1067 -14- 15 Cinergy Services, Inc. Convergent Group Corporation Professional Services Agreement ------------------------------------------------------------------------------- (b) If, within twenty-one (21) days after such meeting, the Parties have not succeeded in negotiating a resolution of the dispute, the matter will be escalated to senior management of the parties, initially Glen▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇., ▇▇O of CONVERGENT and Larr▇ ▇▇▇▇▇▇, ▇▇esident of CSI. (c) If, within thirty (30) days after such meeting, the Parties have not succeeded in negotiating a resolution of the dispute, they will jointly appoint a mutually acceptable neutral person not affiliated with either of the Parties (the "Neutral") to act as a mediator. If the Parties are unable to agree on the Neutral within twenty (20) days, they shall seek assistance in such regard from the CPR Institute for Dispute Resolutions ("CPR"). The fees of the Neutral and all other common fees and expenses shall be shared equally by the Parties. (dc) The mediation may proceed in accordance with CPR's Model Procedure for Mediation of Business disputes, or the Parties may mutually establish their own procedure. (ed) The Parties shall pursue mediation in good faith and in a timely manner. In the event the mediation does not result in resolution of the dispute within sixty (60) days, then, upon seven (7) days written notice to the other Party, either Party may suggest another form of ADR, e.g., a mini-trial or summary jury trial, or may pursue other available remedies. 32.2 33.2 All ADR proceedings shall be strictly confidential and used solely for the purposes of settlement. Any materials prepared by one Party for the ADR proceedings shall not be used as evidence by the other Party in any subsequent litigation; provided, however, the underlying facts supporting such materials may be subject to discovery. 32.3 33.3 Each Party shall, except as otherwise provided herein, be responsible for its expenses, including legal fees, incurred in the course of any arbitration proceedings. The fees of the Neutral arbitrator shall be divided evenly between the Parties. 32.4 33.4 CONVERGENT shall carry on and be paid for the technical and management services not in dispute and maintain the estimated schedule for Services during any Proprietary and Confidential arbitration or litigation proceedings, unless otherwise agreed by CONVERGENT or CSI in writing. 32.5 33.5 Each Party fully understands its specific obligations under ADR provisions of the Agreement. Neither Party considers such obligations to be vague or in any way unenforceable, and neither Party will contend to the contrary at any future time or in any future proceedings. 32.6 Neither Party shall issue any news release, public announcement, or advertisement of any portion of the content of this Agreement without the prior written consent of the other Party. 32.7 If 33.6 PPIf CSI issues a purchase order, memorandum or other instruments covering the goods or services provided under this Agreement, it is agreed that such document is for CSI's internal purposes only unless it is accepted in writing by CONVERGENT, in which case all terms and conditions contained therein which are additional to or inconsistent with this Agreement shall be of no force and effect. The Agreement shall not be varied other than by an instrument in writing of subsequent date hereto, executed by the duly authorized representatives of both Parties.. The Agreement shall be construed in accordance with, and its performance governed by the laws of the State of Iowa excluding its laws on conflict of law. Proprietary and Confidential Convergent Group/FGM1067 -15- 16 Cinergy Services, Inc. Convergent Group Corporation Professional Services Agreement -------------------------------------------------------------------------------