Common use of Dispute Negotiation Clause in Contracts

Dispute Negotiation. In the event of a controversy, dispute or Action arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity or breach of this Agreement or any other Transaction Document or otherwise arising out of, or in any way related to, this Agreement or any other Transaction Document or the transactions contemplated hereby and thereby, including any Action based on contract, tort, statute or constitution (collectively, “Disputes”), the general counsels of Flex and Nextracker (or such other individuals designated by the respective general counsels) and/or the executive officers designated by Flex and Nextracker shall negotiate for a reasonable period of time to settle such Dispute; provided, that such reasonable period shall not, unless otherwise agreed by the Parties in writing, exceed 30 days from the time of receipt by a Party of written notice of such Dispute (“Dispute Notice”) and settlement of such Dispute pursuant to this Section 9.15 shall be confidential, and no written or oral statements or offers made by the Parties during such settlement negotiations shall be admissible for any purpose in any subsequent proceedings; provided further, the Parties shall not assert the defenses of statute of limitations and laches arising during the period beginning after the date of receipt of the Dispute Notice, and any contractual time period or deadline under this Agreement or any other Transaction Document to which such Dispute relates occurring after the Dispute Notice is received shall not be deemed to have passed until such Dispute has been resolved. Unless otherwise agreed to in writing, the Parties shall, and shall cause the respective Affiliates to, continue to honor all commitments under this Agreement and each other Transaction Document to the extent required by such agreements during the course of dispute resolution pursuant to the provisions of this Section 9.15 unless such commitments are the specific subject of the Dispute at issue.