Common use of Dispute Resolution Procedure Clause in Contracts

Dispute Resolution Procedure. 24.1 If a dispute arises out of or in connection with this contract or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this contract, the Parties shall follow the procedure set out in this clause: 24.1.1 either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative and the Provider Representative shall attempt in good faith to resolve the Dispute; 24.1.2 if the HEE Representative and Provider Representative are for any reason unable to resolve the Dispute within thirty (30) days of service of the Dispute Notice, the Dispute shall be referred to a Director of HEE and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR notice. 24.2 No Party may commence any court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 During any dispute, including a dispute as to the validity of the Agreement, it is mutually agreed that the Contractor shall continue its performance of the provisions of the Agreement (unless NICE requests in writing that the Contractor does not do so). If a dispute arises out between NICE and the Contractor in relation to any matter which cannot be resolved by the Authorised Officer and the Senior Lead either of or in connection with this contract or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this contract, the Parties shall follow the procedure set out in this clause: 24.1.1 either Party shall give them may refer such dispute to the other written notice of Dispute Resolution Procedure. In the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative first instance NICE and the Provider Representative Contractor shall attempt arrange for a more senior representative than those referred to in good faith Clause 22.2 to meet solely in order to resolve the Dispute; 24.1.2 if matter in dispute. Such meeting(s) shall be minuted and shall be chaired by NICE (but the HEE Representative chairman shall not have a casting vote). Such meeting(s) shall be conducted in such manner and Provider Representative are for any reason unable at such venue (including a meeting conducted over the telephone) as to promote a consensual resolution of the dispute in question at the discretion of the chairman. If the meeting(s) referred to in Clause 22.3 does not resolve the Dispute within thirty (30) days of service of the Dispute Notice, the Dispute shall be referred to a Director of HEE and a senior director of the Provider who shall attempt matter in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, question then the Parties shall will attempt to settle it by mediation in accordance with the CEDR Centre for Dispute Resolution ("CEDR") Model Mediation Procedure. Unless otherwise Procedure or any other model mediation procedure as agreed between by the Parties, the mediator shall be nominated by CEDR. To initiate a mediation the mediation, a Party must serve Parties may give notice in writing (“ADR notice”a "Mediation Notice") to the other Party to the Dispute, requesting a mediation. A copy mediation of the ADR notice should be sent dispute and shall send a copy thereof to CEDRCEDR or an equivalent mediation organisation as agreed by the Parties asking them to nominate a mediator. The mediation shall start not later than thirty commence within 28 days of the Mediation Notice being served. Neither Party will terminate such mediation until each of them has made its opening presentation and the mediator has met each of them separately for at least one hour. Thereafter paragraph 14 of the Model Mediation Procedure will apply (30) or the equivalent paragraph of any other model mediation procedure agreed by the Parties). Neither Party to the mediation will commence legal proceedings against the other until 30 days after the date such mediation of the ADR notice. 24.2 No Party may commence dispute in question has failed to resolve the dispute. The Parties will co-operate with any court proceedings under clause 46.11 (person appointed as mediator providing him with such information and other assistance as he shall require and will pay his costs, as he shall determine or in the absence of such determination such costs will be shared equally. The Contractor shall comply in all material respects with applicable environmental laws and regulations in force from time to time in relation to the whole Project. Where the provisions of any such legislation are implemented by the use of voluntary agreements or part codes of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said periodpractice, the Dispute Contractor shall be finally resolved comply with such agreements or codes of practices as if they were incorporated into English law subject to those voluntary agreements being cited in tender documentation. The Contractor shall meet all reasonable requests by NICE for information evidencing the courts Contractor’s compliance with the provisions of England and Wales in accordance with clause 46.11this Clause 23.

Dispute Resolution Procedure. 24.1 If a 17.1 The Parties shall use all reasonable endeavours to negotiate in good faith and settle amicably any dispute arises or difference of whatever nature between them arising under, out of of, or in connection with this contract Agreement (each such dispute or difference a Dispute). 17.2 Following any referral of a Dispute to the performance, validity or enforceability Dispute Resolution Procedure in accordance with the terms of it (“Dispute”) then except as expressly provided in this contractAgreement, the Parties shall follow the procedure provisions set out in this clause:clause 17 shall apply. 24.1.1 either Party 17.3 The Dispute shall give initially be referred for resolution to [the Director General, DfT Rail Executive] and the Chief Executive (or equivalent until appointed) of, WMR (Initial Dispute Board) who shall seek to resolve the matter as soon as reasonably possible and in any event within twenty (20) Working Days of escalation, or such other written notice period as may be reasonable given the nature of the Dispute, setting out its nature and full particulars (“the urgency of resolution. The Initial Dispute Notice”), together with relevant supporting documents. On service Board shall be entitled to request such additional information as may be reasonably requested from either WMR or the Secretary of State in respect of the Dispute, including, but not limited to, any information to be provided pursuant to the relevant provisions of this Agreement. 17.4 Both Parties shall be entitled to make oral and/or written representations to the Initial Dispute Notice, Board prior to the HEE Representative and Initial Dispute Board making its final determination. 17.5 Where the Provider Representative shall attempt in good faith to resolve the Dispute; 24.1.2 if the HEE Representative and Provider Representative Initial Dispute Board are for any reason unable not able to resolve the Dispute within thirty twenty (3020) days Working Days of service of escalation pursuant to clause 17.3, the Initial Dispute Board shall refer the Dispute Notice, for determination by [a Minister and the Dispute shall be referred to a Director chairperson of HEE and a senior director of the Provider WMR] who shall attempt in good faith seek to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve determine the Dispute within thirty twenty (3020) days Working Days of it being referred escalation, or such other period as may be reasonable given the nature of the Dispute 17.6 If the Parties cannot resolve a Dispute in accordance with the above escalation procedure, either Party may at any time refer the Dispute for mediation by serving a written notice on the other Party to themthat effect (Notice of Mediation). 17.7 If a Notice of Mediation is given, then the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are CEDR for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation ProcedureCEDR's model mediation procedure. Unless otherwise agreed between If the PartiesParties are unable to agree on the appointment of a mediator, or any other matter relating to the mediator shall be nominated by CEDR. To initiate referral or conduct of the mediation, a Party must serve notice in writing (“ADR notice”) it shall be referred to the other Party then president of CEDR who shall decide such matters. 17.8 Except where this Agreement has terminated, the parties shall continue to perform their obligations under the DisputeAgreement, requesting a mediation. A copy regardless of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date nature of the ADR noticeDispute and notwithstanding the referral of the Dispute for resolution pursuant to this clause 17. 24.2 No Party may commence any court proceedings under clause 46.11 (17.9 WMR acknowledges and accepts that the decision of the Secretary of State in relation to the whole or part this exercise of any of the Dispute until thirty (30) Business Days after service Secretary of the ADR notice, provided that the right to issue proceedings State Duties is not prejudiced by a delayfinal and binding. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 Objective 23.01 Consistent with the preamble to this Agreement, the Company and the Institute share a desire to resolve disputes or disagreements wherever possible through a co-operative process characterized by prompt and open discussion and creative problem-solving. To this end, the following dispute resolution procedures shall apply. (a) Where a dispute or disagreement arises between an employee(s) and management, the individuals involved shall meet as soon as possible (normally within ten (10) days of the occurrence which gives rise to the dispute or disagreement) to explore the possibility of resolving the matter without recourse to subsequent steps in this dispute resolution procedure. Representatives of the Company and the Institute shall only attend the meeting where special circumstances exist. Where the meeting does not resolve the dispute or misunderstanding, or where ten (10) days have elapsed since the matter was first brought to the Manager’s attention for the purpose of seeking resolution, the matter may be dealt with directly under Clause 23.03. (b) Where special circumstances suggest that an employee-management meeting may not contribute to the resolution of a dispute or disagreement, or in a case of discipline, the Company and the Institute may agree to refer the matter to Step 1. 23.03 An employee may file a written grievance with his/her Manager within twenty (20) days after the griever knew or ought to have known of the occurrence that is the basis of the grievance. A Step 1 grievance meeting shall be held within ten (10) days of receipt of the grievance and a written decision issued within five (5) days of the meeting. 23.04 The employee, or the Institute on the employee's behalf, may refer the grievance to Step 2 within five (5) days of the Step 1 response. If a dispute arises out of or in connection with this contract or the performance, validity or enforceability of it response is not received by fifteen (“Dispute”15) then except as expressly provided in this contractdays following referral to Step 1, the Parties shall follow the procedure set out in this clause: 24.1.1 either Party shall give grievance may be referred to the other written notice Employee Relations Specialist or designate for Step 2. A Step 2 meeting shall be held within fifteen (15) days of the Dispute, setting out its nature referral and full particulars a written decision issued by the Company within five (“Dispute Notice”), together with relevant supporting documents. On service 5) days of the Dispute Notice, meeting. If the HEE Representative and Institute has not notified the Provider Representative shall attempt in good faith Employer of its intent to resolve refer the Dispute; 24.1.2 if the HEE Representative and Provider Representative are for any reason unable matter to resolve the Dispute arbitration within thirty (30) days of service of following the Dispute Noticeresponse, the Dispute grievance shall be referred to a Director of HEE and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR noticeconsidered as settled. 24.2 No Party may commence any court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 If 20.1 Except and to the extent that any injunction is sought relating to a matter arising out of Clause 10 (Confidentiality and Intellectual Property), if any dispute arises out of or in connection with this contract or the performance, validity or enforceability of it Agreement (“"Dispute”) then except as expressly provided in this contract"), the Parties in dispute shall follow first attempt to settle it by either of them making a written negotiation offer to the procedure set out in this clauseother, and during the fifteen (15) Working Days following the receipt of such offer (the "Negotiation Period") the Parties shall negotiate and be represented by: 24.1.1 either 20.1.1 for the first ten (10) Working Days, by the Parties Nominated Officers; and 20.1.2 for the last five (5) Working Days (in the event of them failing to reach an agreement pursuant to Clause 20.1.1), by the Parties Chief Executive Officers (or their nominated deputies who have authority to settle the Dispute), provided that no Party in Dispute shall give be represented by the same individual under Clauses 20.1.1 and 20. 20.2 If the Parties in Dispute are unable to settle the other written notice Dispute by negotiation by the meetings referred to in Clause 20.1 they shall within five (5) after the end of the DisputeNegotiation Period, setting out its nature and full particulars (“submit the Dispute Notice”), together to mediation in accordance with relevant supporting documents. On service the Model Mediation Procedure of the Centre for Effective Dispute Notice, Resolution or any other model mediation procedure as agreed by the HEE Representative and the Provider Representative shall attempt in good faith to resolve the Dispute;Parties. 24.1.2 if the HEE Representative and Provider Representative are for any reason unable to resolve 20.3 If after Mediation the Dispute within thirty (30) days of service of remains unresolved between the Dispute Notice, Parties the Dispute shall be referred to a Director of HEE and a senior director finally resolved by arbitration under the Rules of the Provider who shall attempt in good faith to resolve it;Chartered Institute of Arbitrators. 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them20.4 Unless this Agreement has already been terminated, the Parties shall attempt shall, notwithstanding that any Dispute is subject to settle it by mediation the dispute resolution procedure set out in this Clause 20 (Dispute Resolution Procedure), continue to carry out their obligations in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR noticethis Agreement. 24.2 No Party may commence any court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 If 42.1 In the event that a dispute arises out as a result of or in connection with this contract or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this contractAgreement, the Parties shall follow the procedure set out in this clause: 24.1.1 either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative and the Provider Representative shall attempt in good faith to resolve the Dispute; 24.1.2 if the HEE Representative and Provider Representative are for any reason unable to resolve the Dispute within thirty (30) days of service of the Dispute Notice, the Dispute dispute shall be referred in the first instance to a Director of HEE and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE Authority’s Contract Manager and the senior director of Operator’s Contract Manager. 42.2 Where agreement cannot be reached between the Provider are for any reason unable to resolve Authority’s Contract Manager and the Dispute within thirty (30) days of it being referred to them, Operator’s Contract Manager the Dispute matter shall be referred to the CEO Authority's Director of HEE New Homes and Sustainable Development (or an equivalent) and the CEO Chief Executive of the Provider who shall attempt in good faith to resolve it; andOperator for consideration.‌ 24.1.4 if 42.3 If the CEO dispute cannot be resolved by the Parties' representatives under Clauses 42.1 or 42.2 within a maximum of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty fourteen (3014) days of after it being has been referred in accordance with such Clauses the dispute shall be determined in accordance with Clauses 42.4 to them42.7 inclusive. 42.4 If the dispute cannot be resolved under Clauses 42.1 or 42.2 above, the Parties shall will attempt to settle it the dispute by mediation in accordance with the CEDR Centre for Effective Dispute Resolution ("CEDR") Model Mediation Procedure ("Model Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR"). To initiate the a mediation, a either Party must serve shall give written notice in writing (“ADR notice”"Mediation Notice") to the other Party to the Dispute, requesting a mediation. A mediation of the dispute and shall send a copy of the ADR notice should be sent Mediation Notice to CEDR. CEDR requesting CEDR to nominate a mediator in the event that the Parties are unable to agree such appointment by negotiation. 42.5 The mediation shall start not later than commence within twenty eight (28) days of the Mediation Notice being served. Neither Party will terminate such mediation until each Party has made its opening presentation and the mediator has met each Party separately for at least one (1) hour. Thereafter paragraph 14 of the Model Procedure will apply. 42.6 Neither Party shall commence any legal proceedings against the other until thirty (30) days after the date such mediation of the ADR noticedispute in question has failed to resolve the dispute. 24.2 No 42.7 The Parties will co-operate with any person appointed as mediator providing him or her with such information and other assistance as he shall require and such Party may commence any court proceedings under clause 46.11 (in relation to the whole will pay his or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR noticeher costs as he or she shall determine, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved if no determination is made by the courts of England and Wales mediator, by the Parties in accordance with clause 46.11equal portions.

Dispute Resolution Procedure. 24.1 18.1 Any Dispute arising in relation to any aspect of this Agreement or the Services shall, except where otherwise specifically provided, be subject to the provisions of this Clause 18. 18.2 If a dispute arises out of Dispute, claim or in connection with this contract or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this contract, controversy is not resolved by agreement between the Parties within ten (10) Business Days, e|net’s Chief Executive Officer and Customer’s equivalent officer shall follow be obliged to mediate the dispute and seek a resolution during the next ten (10) Business Day period. The joint and mutual decision of such officers shall be conclusive. 18.3 If the dispute cannot be resolved pursuant to the procedure set out in this clause: 24.1.1 Clause 18.2 above, then it may be referred by either Party for final determination to an expert (the "Expert") who shall give be deemed to act as an expert and not as arbitrator. 18.4 The Expert shall be selected by mutual agreement of the Parties or, failing agreement, within ten (10) Business Days after a request by one Party to the other written notice other, shall be chosen at the request of either Party by the President for the time being of the DisputeInstitution of Engineers in Ireland, setting out its nature and full particulars (“Dispute Notice”)or his nominee, together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative and the Provider Representative shall attempt in good faith to resolve the Dispute; 24.1.2 if the HEE Representative and Provider Representative are for any reason unable to resolve the Dispute within thirty (30) days of service of the Dispute Notice, the Dispute who shall be referred requested to choose a Director of HEE suitably qualified and a senior director of experienced Expert for the Provider who shall attempt dispute in good faith to resolve it;question, where possible located in Dublin. 24.1.3 if 18.5 Ten (10) Business Days after the Director of HEE and Expert has accepted the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, appointment the Parties shall attempt submit a written report on the dispute to settle it the Expert and to each other and five (5) Business Days thereafter shall submit any written replies they wish to the Expert and to each other. 18.6 Both Parties shall afford the Expert all necessary assistance, which the Expert requires to consider the dispute, including, but not limited to, full access to any documentation or correspondence relating to the subject matter of the dispute. 18.7 The Expert shall be instructed to deliver his determination to the Parties within ten (10) Business Days after the submission of the written reports pursuant to Clause 18.5, or after the expiration of such longer period as is required by mediation the Expert in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between which to consider the Parties’ reports and documentation or correspondence provided, the mediator which date shall not be nominated by CEDR. To initiate the mediation, greater than a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy period of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR notice. 24.2 No Party may commence any court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service the submission of the ADR noticewritten reports pursuant to Clause 18.5. 18.8 Decisions of the Expert shall, in the absence of manifest error, be final and binding and not subject to appeal. The Expert shall have the same powers to require any Party to produce any documents or information to him and that Party and each Party shall in any event supply to him such information which it has and is material to the matter to be resolved and which it could be required to produce on discovery. 18.9 The fees of the Expert shall be borne by the Parties in the proportion as shall be determined by the Expert having regard (amongst other things) to the conduct of the Parties. 18.10 The Parties, and the Expert, shall treat as Confidential Information all information obtained in relation to the reference to the Expert, the fact that a dispute has been referred to the Expert, its occurrence and the decision of the Expert arising from it. Proposals and information exchanged during the informal proceedings described in Clause 18 between the Parties will be privileged, confidential and without prejudice to a Party’s legal position in any formal proceedings. 18.11 Neither Party may commence formal legal proceedings without first observing the procedures set forth in this Clause 18, provided however that nothing in this Clause 18 shall prevent either Party from instituting proceedings against the other Party in any court of competent jurisdiction for an injunction, temporary restraining order or other similar equitable relief required to enforce the terms of this Agreement. Nothing in this Clause 18 shall prejudice the right to issue proceedings is not prejudiced or entitlement of either Party implied by a delaythe Statute of Limitations Act, 1957 as amended by the Statute of Limitations (Amendment) Act, 1991 or the ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (▇▇▇▇▇▇▇▇▇) ▇▇▇, ▇▇▇▇. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to 18.12 The Parties shall continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales comply with their respective obligations in accordance with clause 46.11this Agreement without interruption during any dispute resolution proceedings.

Dispute Resolution Procedure. 24.1 If 11.1 This Agreement is intended to provide close cooperation between management and labor. Each of the Unions will assign a representative to the Covered Projects for the purpose of completing the construction of the Covered Projects economically, efficiently, continuously, and without interruptions, delays, or work stoppages. 11.2 The Employers, Unions, and the employees, collectively and individually, realize the importance to all Parties to maintain continuous and uninterrupted performance ofthe work of the Covered Projects, and agree to resolve disputes in accordance with the grievance-arbitration provisions set forth in this Article. 11.3 Any question or dispute by or between an Employer, Employee and/or a Union and arising out of and during the term of this Agreement, other than disputes arising under Article 4 (Work Stoppages and Lockouts), Article 5 (No Discrimination or Harassment) or Article 13 (Jurisdictional Disputes) shall be considered a grievance and subject to resolution under the following procedures: Step 1: Should a Union, Employee or any Employer have a dispute arises out with another party or parties, and if after conferring within five (5) working days after the disputing party knew or should have known of the facts or in connection with this contract or occurrence giving rise to the performancedispute, validity or enforceability of it a settlement is not reached within five (“Dispute”5) then except as expressly provided in this contractworking days, the Parties dispute shall follow be reduced to writing and processed to Step 2. Step 2: In the procedure set out in this clause: 24.1.1 either Party shall give to event that the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative and the Provider Representative shall attempt in good faith to resolve the Dispute; 24.1.2 if the HEE Representative and Provider Representative representatives are for any reason unable to resolve the Dispute within thirty (30) days of service of dispute at the Dispute NoticeStep I meeting, the Dispute shall be referred to a Director of HEE and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute grieving party shall, within thirty five (305) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) working days after the date Step 1 meeting, notify the responding party and the Project Labor Coordinator of a request to discuss the grievance. The Business Manager of the ADR notice. 24.2 No Party may commence any court proceedings under clause 46.11 Union (in relation to or his/her designee) shall meet with the whole respective jobsite representative ofthe Employer and the Project Labor Coordinator within ten (10) working days (or part such longer time as all of the Dispute until thirty (30parties may mutually agree) Business Days after service receipt of the ADR notice, provided that request to discuss the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute grievance. Ifthe grievance is not resolved within thirty (30) Business Days after service of at the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said periodStep 2 meeting, the Dispute shall grievance may be finally resolved by the courts of England submitted to final and Wales binding arbitration as described in accordance with clause 46.11Step 3.

Dispute Resolution Procedure. 24.1 If 10.1 This Agreement is intended to provide close cooperation between management and labor. Each of the Unions will assign a representative to this Project for the purpose of completing the construction of the Project economically, efficiently, continuously, and without interruptions, delays, or work stoppages. 10.2 The C/S/Es, Unions, and the employees, collectively and individually, realize the importance to all Parties to maintain continuous and uninterrupted performance of the work of the Project, and agree to resolve disputes in accordance with the grievance-arbitration provisions set forth in this Article. 10.3 Any question or dispute arises by or between a C/S/E and/or a Union and arising out of or in connection with and during the term of this contract or Agreement, other than disputes arising under Article IV (Work Stoppages and Lockouts, Article XII (Jurisdictional Disputes) and Article XIII (Employee Grievance Procedure) shall be considered a grievance and subject to resolution under the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this contract, the Parties shall follow the procedure set out in this clausefollowing procedures: 24.1.1 either Party shall give to the other written Step 1: Within five (5) business days after notice of the Disputedispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service the Business Representative of the Dispute Noticeinvolved Local Union or District Council, the HEE Representative or his/her designee, and the Provider Representative representative of the involved C/S/E shall meet and attempt in good faith to resolve the Dispute; 24.1.2 if dispute. Step 2: In the HEE Representative and Provider Representative event that the representatives are for any reason unable to resolve the Dispute dispute at the Step 1 meeting, the grieving party shall, within thirty five (305) business days after the Step 1 meeting, notify the responding party and the Joint Administrative Committee (“JAC”) of service a request to discuss the grievance. The Business Manager of the Union (or his/her designee) shall meet with the respective jobsite representative of the C/S/E and the JAC within ten (10) business days (or such longer time as all of the parties may mutually agree) after receipt of the request to discuss the grievance. If the grievance is not resolved at the JAC Step 3: In the event a dispute cannot be satisfactorily resolved within the time limits established above in Step 2, either party may submit the dispute to arbitration by written notice to the other party of their intent to submit the dispute to arbitration within ten (10) business days (or such longer time as mutually agreed) of the date on which the parties met with the JAC. An arbitrator shall be selected by the parties to the grievance from the following list of permanent arbitrators: (1) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, (2) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, (3) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, (4) ▇▇▇▇ ▇▇▇▇▇, and (5) ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇. The grieving party shall strike one of the arbitrators from the list, and the responding party shall strike the next arbitrator from the list, until one arbitrator is left, who shall hear the case. The arbitrator's decision shall be final and binding upon the parties. The arbitrator shall not have the authority to alter, amend, add to, or delete from the provisions of this Agreement in any way. The failure of any party to attend said hearing shall not delay the hearing of evidence or the issuance of any decision by the arbitrator. Should any party seek confirmation of the award made by the arbitrator, the prevailing party shall be entitled to receive its reasonable attorney fees and costs. 10.4 The LACMTA shall be notified of all actions at Steps 2 and 3 and shall, upon its request, be permitted to participate in all proceedings at these steps. The LACMTA, in its sole and absolute discretion, may elect to utilize the procedures the set forth herein for addressing issues of concern to LACMTA arising under this Agreement. 10.5 The time limits specified in any step of the Dispute NoticeResolution Procedure set forth in Section 10.3 may be extended by mutual agreement of the parties initiated by the written request of one party to the other, at the appropriate step of the dispute procedure. However, failure to process a dispute, or failure to respond in writing within the time limits provided above, without a request for an extension of time, shall be deemed a waiver of such dispute without prejudice, or without precedent to the processing and/or resolution of like or similar disputes. 10.6 In order to encourage the resolution of disputes at Steps 1 and 2 of the dispute procedure, the Dispute parties agree that any settlements made during such steps, shall not be precedent setting. 10.7 The fees and expenses incurred by the arbitrator, as well as those jointly utilized by the parties (i.e. conference room, court reporter, etc.) in arbitration, shall be referred to a Director of HEE and a senior director of divided equally by the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred Parties to the CEO of HEE arbitration, including Union(s) and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30C/S/E(s) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR noticeinvolved. 24.2 No Party may commence any court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 33.1 If a dispute arises out of or in connection with this contract Agreement or the performance, validity or enforceability of it (“Dispute”) then ), then, except as expressly provided in specific clauses of this contractAgreement, the Parties shall will follow the procedure set out in this clause: 24.1.1 33.1.1 either Party shall will give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative Chief Business Officer of the Catapult, and the Provider Representative shall head of manufacturing of COLLABORATOR or another authorized representative of COLLABORATOR will attempt in good faith to resolve the Dispute;; [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 24.1.2 33.1.2 if the HEE Representative Chief Business Officer of Catapult and Provider Representative the COLLABORATOR representative are for any reason unable to resolve the Dispute within thirty (30) 30 days of service of the Dispute Notice, the Dispute shall be referred Parties agree to a Director of HEE and a senior director of the Provider who shall attempt enter into mediation in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve settle the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a referring the dispute to mediation. A copy of the ADR notice should be sent to CEDR. The Unless otherwise agreed between the Parties within 10 days of service of the ADR Notice, the mediator will be nominated by CEDR. Unless otherwise agreed between the Parties, the mediation shall will start not later than thirty (30) 15 days after the date of the ADR notice. 24.2 33.2 No Party may commence any court proceedings under clause 46.11 Clause 32 (Governing Law and Jurisdiction) in relation to the whole or part of the Dispute until thirty (30) Business Days 40 days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 33.3 If the Dispute is not resolved within thirty (30) Business Days 40 days after service of the ADR notice, or either Party fails to participate or to continue ceases to participate in the mediation before the expiration expiry of the said period of thirty (30) Business Daysthat 40-day period, or the mediation terminates before the expiration expiry of the said that 40-day period, the Dispute shall will be finally resolved by the courts of England and Wales in accordance with clause 46.11Clause 32 (Governing Law and Jurisdiction) in this Agreement.

Dispute Resolution Procedure. 24.1 If a 17.1 The Parties shall use all reasonable endeavours to negotiate in good faith and settle amicably any dispute arises or difference of whatever nature between them arising under, out of of, or in connection with this contract Agreement (each such dispute or difference a Dispute). 17.2 Following any referral of a Dispute to the performance, validity or enforceability Dispute Resolution Procedure in accordance with the terms of it (“Dispute”) then except as expressly provided in this contractAgreement, the Parties shall follow the procedure provisions set out in this clause:clause 17 shall apply. 24.1.1 either Party 17.3 The Dispute shall give initially be referred for resolution to the Managing Director, Passenger Services and the Chief Executive (or equivalent until appointed) of WMR (Initial Dispute Board) who shall seek to resolve the matter as soon as reasonably possible and in any event within twenty (20) Working Days of escalation, or such other written notice period as may be reasonable given the nature of the Dispute, setting out its nature and full particulars (“the urgency of resolution. The Initial Dispute Notice”), together with relevant supporting documents. On service Board shall be entitled to request such additional information as may be reasonably requested from either WMR or the Secretary of State in respect of the Dispute, including, but not limited to, any information to be provided pursuant to the relevant provisions of this Agreement. 17.4 Both Parties shall be entitled to make oral and/or written representations to the Initial Dispute Notice, Board prior to the HEE Representative and Initial Dispute Board making its final determination. 17.5 Where the Provider Representative shall attempt in good faith to resolve the Dispute; 24.1.2 if the HEE Representative and Provider Representative Initial Dispute Board are for any reason unable not able to resolve the Dispute within thirty twenty (3020) days Working Days of service of escalation pursuant to clause 17.3, the Initial Dispute Board shall refer the Dispute Noticefor resolution by the Director General, DfT Rail Executive and the Dispute shall be referred to a Director chairperson of HEE and a senior director of the Provider WMR who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable seek to resolve the Dispute within thirty twenty (3020) days Working Days of it being referred escalation to them, or such other period as may be reasonable given the nature of the Dispute 17.6 If the Parties cannot resolve a Dispute in accordance with the above escalation procedure, either Party may at any time refer the Dispute for mediation by serving a written notice on the other Party to that effect (Notice of Mediation). 17.7 If a Notice of Mediation is given, then the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are CEDR for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation ProcedureCEDR's model mediation procedure. Unless otherwise agreed between If the PartiesParties are unable to agree on the appointment of a mediator, or any other matter relating to the mediator shall be nominated by CEDR. To initiate referral or conduct of the mediation, a Party must serve notice in writing (“ADR notice”) it shall be referred to the other Party then president of CEDR who shall decide such matters. 17.8 Except where this Agreement has terminated, the parties shall continue to perform their obligations under the DisputeAgreement, requesting a mediation. A copy regardless of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date nature of the ADR noticeDispute and notwithstanding the referral of the Dispute for resolution pursuant to this clause 17. 24.2 No Party may commence any court proceedings under clause 46.11 (17.9 WMR acknowledges and accepts that the decision of the Secretary of State in relation to the whole or part this exercise of any of the Dispute until thirty (30) Business Days after service Secretary of the ADR notice, provided that the right to issue proceedings State Duties is not prejudiced by a delayfinal and binding. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 If a 17.1 The Parties shall use all reasonable endeavours to negotiate in good faith and settle amicably any dispute arises or difference of whatever nature between them arising under, out of of, or in connection with this contract Agreement (each such dispute or difference a Dispute). 17.2 Following any referral of a Dispute to the performance, validity or enforceability Dispute Resolution Procedure in accordance with the terms of it (“Dispute”) then except as expressly provided in this contractAgreement, the Parties shall follow the procedure provisions set out in this clause:clause 17 shall apply. 24.1.1 either Party 17.3 The Dispute shall give initially be referred for resolution to the Deputy Director Midlands, North & Wales Market (DfT) and the Chief Executive (WMRE) (Initial Dispute Board) who shall seek to resolve the matter as soon as reasonably possible and in any event within twenty (20) Working Days of escalation, or such other written notice period as may be reasonable given the nature of the Dispute, setting out its nature and full particulars (“the urgency of resolution. The Initial Dispute Notice”), together with relevant supporting documents. On service Board shall be entitled to request such additional information as may be reasonably requested from either WMRE or the Secretary of State in respect of the Dispute, including, but not limited to, any information to be provided pursuant to the relevant provisions of this Agreement. 17.4 Both Parties shall be entitled to make oral and/or written representations to the Initial Dispute Notice, Board prior to the HEE Representative and Initial Dispute Board making its final determination. 17.5 Where the Provider Representative shall attempt in good faith to resolve the Dispute; 24.1.2 if the HEE Representative and Provider Representative Initial Dispute Board are for any reason unable not able to resolve the Dispute within thirty twenty (3020) days Working Days of service of escalation pursuant to clause 17.3 the Initial Dispute Board shall refer the Dispute Noticefor resolution to the Managing Director, the Dispute shall be referred to a Director of HEE Passenger Services (DfT) and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE Law and Governance (West Midlands Combined Authority) (Secondary Dispute Board) who shall seek to resolve the matter as soon as reasonably possible and in any event within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature of the Dispute, and the senior director urgency of resolution. The Secondary Dispute Board shall be entitled to request such additional information as may be reasonably requested from either WMRE or the Secretary of State in respect of the Provider Dispute, including, but not limited to, any information to be provided pursuant to the relevant provisions of this Agreement. 17.6 Both Parties shall be entitled to make oral and/or written representations to the Secondary Dispute Board prior to the Secondary Dispute Board making its final determination. 17.7 Where the Secondary Dispute Board are for any reason unable not able to resolve the Dispute within thirty twenty (3020) days Working Days of it being referred escalation pursuant to clause 17.5, the Secondary Dispute Board shall refer the Dispute for resolution by the Director General (DfT Rail Executive) and the Mayor of the West Midlands who shall seek to resolve the Dispute within twenty (20) Working Days of escalation to them, or such other period as may be reasonable given the nature of the Dispute 17.8 If the Parties cannot resolve a Dispute in accordance with the above escalation procedure, either Party may at any time refer the Dispute for mediation by serving a written notice on the other Party to that effect (Notice of Mediation). 17.9 If a Notice of Mediation is given, then the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are CEDR for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation ProcedureCEDR's model mediation procedure. Unless otherwise agreed between If the PartiesParties are unable to agree on the appointment of a mediator, or any other matter relating to the mediator shall be nominated by CEDR. To initiate referral or conduct of the mediation, a Party must serve notice in writing (“ADR notice”) it shall be referred to the other Party then president of CEDR who shall decide such matters. 17.10 Except where this Agreement has terminated, the parties shall continue to perform their obligations under the DisputeAgreement, requesting a mediation. A copy regardless of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date nature of the ADR noticeDispute and notwithstanding the referral of the Dispute for resolution pursuant to this clause 17. 24.2 No Party may commence any court proceedings under clause 46.11 (17.11 WMRE acknowledges and accepts that the decision of the Secretary of State in relation to the whole or part this exercise of any of the Dispute until thirty (30) Business Days after service Secretary of the ADR notice, provided that the right to issue proceedings State Duties is not prejudiced by a delayfinal and binding. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 If (i) Within thirty days after receipt of a dispute arises out notice of or in connection with this contract or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this contract, the Parties shall follow the procedure set out in this clause: 24.1.1 either Party shall give to the other written notice of the Dispute, setting out its nature Executive Sponsors will meet and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative and the Provider Representative shall attempt in good faith confer using reasonable efforts to resolve the Dispute; 24.1.2 if the HEE Representative and Provider Representative . If they are for any reason unable to resolve the Dispute within thirty days, either party may give notice of escalation to the other that the Dispute is being escalated to the Senior Executive level. (30ii) Within thirty days of service after delivery of the Dispute Noticenotice of escalation, each party will designate a Senior Executive having the Dispute shall be referred to a Director rank of HEE and a senior director Vice President or higher. The Senior Executives of the Provider who shall attempt parties will meet and engage in good faith efforts to resolve it;the Dispute. 24.1.3 if (iii) If the Director of HEE and the senior director of the Provider Senior Executives are for any reason unable to resolve the Dispute within thirty (30) days, either party may by notice to the other request a conference to determine a procedure for resolving the Dispute. Within thirty days after delivery of it being referred to themthe notice, the parties will meet and confer using reasonable efforts to determine a mutually agreeable procedure for resolving the Dispute, taking into consideration the relative advantages, disadvantages and costs of such procedures as mediation, arbitration, mini-trials, or other alternative dispute resolution mechanisms. The parties will have thirty days to agree on a procedure for resolving the Dispute. (iv) No other remedy may be sought by either party until all the steps of this Dispute shall be referred to Resolution Procedure have first been used. Neither party may bring an action in a court of law against the CEO other respecting any issue arising under this Agreement unless the issue has been the subject of HEE a Dispute and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason parties have been unable to resolve such Dispute even after following all the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR notice. 24.2 No Party may commence any court proceedings under clause 46.11 (in relation to the whole or part steps of the Dispute until thirty (30) Business Days after service Resolution Procedure set forth above. Neither party may refuse to perform its obligations under this Agreement because of the ADR noticeany breach purportedly [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, provided that the right to issue proceedings is not prejudiced by a delayMARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 17.1 If a dispute arises out of or in connection with this contract Agreement or the performance, validity or enforceability of it (“a "Dispute”) "), then except as expressly provided in this contract, the Parties shall follow the procedure set out in this clause:Clause 17. 24.1.1 17.1.1 either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars (a “Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, then a representative of the HEE Representative Supplier and representative of the Provider Representative Supply Customer shall attempt in good faith to resolve the Dispute; 24.1.2 17.1.2 if the HEE Representative and Provider Representative representatives of the Parties are for any reason unable to resolve the Dispute within thirty (30) 30 days of service of the Dispute Notice, the Dispute shall be referred to a the Chief Executive Officer of Supplier and Deputy Director of HEE and a senior director CCMD of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider Supply Customer who shall attempt in good faith to resolve it; and 24.1.4 17.1.3 if the CEO Chief Executive Officer of HEE Supplier and the CEO Deputy Director CCMD of the Provider Supply Customer are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt agree to enter into mediation in good faith to settle it by mediation the dispute in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR noticeNotice”) to the other Party to the Dispute, requesting a referring the dispute to mediation. A copy of the ADR notice Notice should be sent to CEDR. The Unless otherwise agreed between the Parties within fourteen (14) days of service of the ADR Notice, the mediator shall be nominated by CEDR Unless otherwise agreed between the Parties, the mediation shall will start not later than thirty (30) days after the date of the ADR noticeNotice. 24.2 No Party may commence any 17.2 The commencement of mediation shall not prevent the Parties commencing or continuing court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delayunder Clause 34 which clause shall apply at all times. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 33.1 If a dispute arises out of or in connection with this contract Agreement or the performance, validity or enforceability of it (“Dispute”) then ), then, except as expressly provided in specific clauses of this contractAgreement, the Parties shall will follow the procedure set out in this clause: 24.1.1 33.1.1 either Party shall will give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative Chief Business Officer of the Catapult, and the Provider Representative shall head of manufacturing of COLLABORATOR or another authorized representative of COLLABORATOR will attempt in good faith to resolve the Dispute; 24.1.2 33.1.2 if the HEE Representative Chief Business Officer of Catapult and Provider Representative the COLLABORATOR representative are for any reason unable to resolve the Dispute within thirty (30) 30 days of service of the Dispute Notice, the Dispute shall be referred Parties agree to a Director of HEE and a senior director of the Provider who shall attempt enter into mediation in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve settle the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a referring the dispute to mediation. A copy of the ADR notice should be sent to CEDR. The Unless otherwise agreed between the Parties within 10 days of service of the ADR Notice, the mediator will be nominated by CEDR. Unless otherwise agreed between the Parties, the mediation shall will start not later than thirty (30) 15 days after the date of the ADR notice. 24.2 33.2 No Party may commence any court proceedings under clause 46.11 Clause 32 (Governing Law and Jurisdiction) in relation to the whole or part of the Dispute until thirty (30) Business Days 40 days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 33.3 If the Dispute is not resolved within thirty (30) Business Days 40 days after service of the ADR notice, or either Party fails to participate or to continue ceases to participate in the mediation before the expiration expiry of the said period of thirty (30) Business Daysthat 40-day period, or the mediation terminates before the expiration expiry of the said that 40-day period, the Dispute shall will be finally resolved by the courts of England and Wales in accordance with clause 46.11Clause 32 (Governing Law and Jurisdiction) in this Agreement.

Dispute Resolution Procedure. 24.1 If ‌ 9.1. This Agreement is intended to provide close cooperation between management and labor. Each of the Unions will assign a representative to this Project for the purpose of completing the construction of the Project economically, efficiently, continuously, and without interruptions, delays, or work stoppages. 9.2. The Authority, C/S/Es, Unions, and the employees, collectively and individually, realize the importance to all Parties to maintain continuous and uninterrupted performance of the work of the Project, and agree to resolve disputes in accordance with the grievance- arbitration provisions set forth in this Article. 9.3. The Authority’s CBA Administrator shall facilitate the processing of grievances under this Article, including the scheduling and arrangement of facilities for meetings, the‌ selection of the arbitrator to hear the case, and any other administrative matters necessary to administer the process the timely disposition of the case, however, it is the responsibility of the principle parties to any pending grievance to insure the time limits are met, 9.4. Any question or dispute arises by or between a C/S/E and/or a Union and arising out of or in connection with and during the term of this contract or Agreement, other than disputes arising under Article 4 (Work Stoppages and Lockouts), Article 11 (Jurisdictional Disputes) and Article 12 (Employee Grievance Procedure) shall be considered a grievance and subject to resolution under the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this contract, the Parties shall follow the procedure set out in this clausefollowing procedures: 24.1.1 either Party shall give to the other written Step 1: Within five (5) business days after notice of the Disputedispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service the Business Representative of the Dispute Noticeinvolved Local Union or District Council, the HEE Representative or his/her designee, and the Provider Representative representative of the involved C/S/E shall meet and attempt in good faith to resolve the Dispute;dispute. 24.1.2 if Step 2: In the HEE Representative and Provider Representative event that the representatives are for any reason unable to resolve the Dispute within thirty (30) days of service of dispute at the Dispute NoticeStep 1 meeting, the Dispute shall be referred to a Director of HEE and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute grieving party shall, within thirty five (305) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) business days after the date Step 1 meeting, reduce the dispute to writing and notify the responding party and the CBA Administrator of a request to discuss the grievance. The Business Manager of the ADR notice. 24.2 No Party may commence any court proceedings under clause 46.11 Union (in relation to or his/her designee) shall meet with the whole or part respective jobsite representative of the Dispute until thirty C/S/E and the CBA Administrator within ten (3010) Business Days after service business days (or such longer time as all of the ADR notice, provided that parties may mutually agree) after receipt of the right request to issue proceedings is not prejudiced by a delay. 24.3 discuss the grievance. If the Dispute grievance is not resolved within thirty (30) Business Days after service of at the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said periodStep 2 meeting, the Dispute shall grievance may be finally submitted within seven (7) calendar days after the initial Step 2 meeting to final and binding arbitration as described in Step 3. Step 3: In the event a dispute cannot be satisfactorily resolved by within the courts time limits established above in Step 2, either party may request in writing to the CBA Administrator (with copy(ies) to other party(ies)) within seven (7) calendar days days (or such longer time as mutually agreed) after the initial Step 2 meeting, that the grievance be submitted to an arbitrator selected from the following list of England and Wales in accordance with clause 46.11.permanent arbitrators: A. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, B. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, C. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,

Dispute Resolution Procedure. 24.1 If 5.01 It is the mutual desire of the parties hereto that complaints of Distributors shall be addressed as quickly as possible without interference with any work. 5.02 A "Complaint" shall be defined for purposes of this Collective Agreement as a dispute arises complaint regarding the interpretation, application or alleged violation of the terms and provisions of this Collective Agreement and shall be processed as set out below: Step 1: The Distributor and/or Union shall submit a signed, dated and written statement of or in connection with such Complaint to the Company no later than five (5) working days from the time the Complaint first arose. The Complaint must set out the nature of any alleged breach of this contract or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this contractCollective Agreement, the Parties Article of the Collective Agreement allegedly violated, misapplied or misinterpreted and the remedy sought to resolve the matter, failing which such Complaint shall follow be deemed to be abandoned. The Company may respond in writing within three Step 2: If the procedure Complaint has not been resolved at Step 1 or if the Distributor has not received a satisfactory response, the Distributor and/or the Union shall request a meeting with local management no later than three (3) working days after the expiry of the time limits for the Company's response as set out in this clause: 24.1.1 either Party shall give to the other written notice Step 1. If such meeting is requested, local management will conduct such meeting within three (3) working days of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service request. 5.03 If final settlement of the Dispute NoticeComplaint is not reached at Step 2, the HEE Representative and Distributor and/or the Provider Representative Union shall attempt notify local management in good faith to resolve the Dispute; 24.1.2 if the HEE Representative and Provider Representative are for any reason unable to resolve the Dispute writing, within thirty three (303) days of service of the Dispute Notice, the Dispute shall be referred to a Director of HEE and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) working days after the date expiry of the ADR noticetime limits for the Company's response set out in Step 2, of its desire to refer such Complaint to arbitration. The Union shall in turn refer the Complaint to arbitration within fifteen (15) working days of such notification. Failure to provide such notification to local management or to refer the Complaint within the specified time limits shall result in the Complaint being deemed to have been abandoned. 24.2 No Party may commence any court proceedings under clause 46.11 (in relation 5.04 Should the Company choose to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided file a Complaint alleging that the right to issue proceedings is not prejudiced by Union has violated, misapplied or misinterpreted this Collective Agreement, the Company shall provide the Union with such Complaint within five (5) working days from the time the difference arose and shall request a delay. 24.3 meeting with the appropriate Union officers within three (3) working days from the filing of such Complaint. If the Dispute such Complaint is not resolved at that meeting, the Company shall provide written notice within thirty three (303) Business Days after service working days of the ADR notice, or either Party fails scheduled date of such meeting of its intention to participate or refer the Complaint to continue arbitration. The Company shall in turn refer the Complaint to participate arbitration within fifteen (15) working days of such notification. Failure to provide such notification shall result in the mediation before Complaint being deemed to have been abandoned. 5.05 Time limits specified in this Dispute Resolution Procedure are mandatory. The parties hereto also agree that the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, time limits specified in the Dispute shall Resolution Procedure may be finally resolved extended by mutual agreement, in writing between the courts of England Company and Wales in accordance with clause 46.11the Union.

Dispute Resolution Procedure. 24.1 If 17.1 In the event of a dispute arises out between the Parties in relation to this Agreement, including any claims, damages, allegations of lawsuits, breaches of this Agreement or in connection dissatisfaction with this contract or the performance, validity or enforceability of it Services (each a “Dispute”) then except as expressly provided in this contract), the Parties shall agree to follow the dispute resolution procedure set out forth in this clause:Section 17. 24.1.1 (a) If a Dispute occurs, either Party shall give may send a notice of dispute resolution procedure to the other written notice of Party, which shall describe the allegations leading to the Dispute, setting out its nature and full particulars the actions that have been taken in relation to the Dispute, as well as the compensation or reparation that is sought by the Party that initiates the Dispute resolution procedure (a “Notice of Dispute NoticeResolution Procedure”), together with relevant supporting documents. On service . (b) Within five (5) business days of the receipt of a Notice of Dispute NoticeResolution Procedure by the other Party, the HEE Representative and the Provider Representative each Party shall attempt name a senior representative to negotiate in good faith a commonly acceptable business solution to resolve the Dispute;. Such negotiations shall be conducted in complete confidentiality, and the Parties shall not use any information obtained as part of such negotiation during any subsequent procedures, except for mediation purposes as set forth under Section 17.1(c). 24.1.2 if the HEE Representative and Provider Representative are for any reason unable to resolve the (c) If such Dispute has not been resolved within thirty (30) days of service the assignment of a senior representative, and unless such delay is prolonged by the Parties by common agreement in writing, a Party can initiate the following phase of the Dispute Notice, dispute resolution procedure by notifying the other Party of its intention to bring the Dispute to mediation (a “Notice of Mediation”). The Notice of Mediation shall contain a summary of the litigious points that are submitted to mediation and that have not been resolved through negotiation. The mediation process shall be referred to a Director confidential. The parties shall complete at least three (3) mediation sessions prior for ending the mediation process. The mediation may be conducted over electronic means if more convenient for the Parties. The mediator must have knowledge of HEE commercial contracts and a senior director of the Provider who shall attempt technology industry. The Parties must collaborate in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director find a mutually agreeable mediator, otherwise, a competent court pursuant to Section 20.5 may decide on behalf of the Provider are for any reason unable Parties. The Parties shall separate the costs relating to resolve the Dispute within thirty mediation and cover their respective expenses. (30d) days of it being referred to themIf the mediation process fails, the Dispute shall be referred Parties may exercise their rights in accordance with this Agreement and Applicable Laws. 17.2 Notwithstanding anything to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to themcontrary, the Parties shall attempt not be prevented from requesting injunctions and similar court orders if entitled to settle it do so by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR noticethis Agreement or Applicable Laws. 24.2 No Party may commence any court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 If The Parties shall each use reasonable endeavours to resolve any dispute by means of prompt bona fide discussion first between the Contract Manager and the Provider’s Authorised Representative. Failure to agree a settlement within five (5) Working Days shall result in the dispute being escalated to both Parties’ managerial level appropriate to the dispute in question. In the event that such a dispute arises out is not resolved within five (5) Working Days, thereafter it shall be escalated to each Parties’ appropriate director for resolution. The respective directors shall meet within five (5) Working Days to resolve the dispute. Failure to reach a settlement shall invoke the rest of or in connection with this contract or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided Clause 40. Nothing in this contract, Clause 40 shall prevent the Parties shall follow from seeking from any Court of the competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. If the dispute cannot be resolved by the Parties pursuant to Clause 40.1 the dispute may be referred to mediation pursuant to the procedure set out in Clause 40.5. The performance of this clause: 24.1.1 Contract by the Provider shall not be suspended, cease or be delayed by the reference of a dispute to mediation and the Provider and its Staff shall comply fully with the requirements of this Contract at all times. The procedure for mediation and consequential provisions relating to mediation are as follows: a neutral adviser or mediator (“the Mediator”) shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within ten (10) Working Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall give within ten (10) Working Days from the date of the proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party that he/she is unable or unwilling to act, apply to the other written notice Centre for Effective Dispute Resolution (“CEDR”) to appoint a Mediator; the Parties shall within ten (10) Working Days of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service appointment of the Dispute NoticeMediator meet with him/her in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the HEE Representative Parties may at any stage seek assistance from CEDR to provide guidance on a suitable procedure; unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the Provider Representative shall attempt rights of the Parties in good faith to resolve the Dispute; 24.1.2 any future proceedings; if the HEE Representative and Provider Representative are for any reason unable to resolve Parties reach agreement on the Dispute within thirty (30) days of service resolution of the Dispute Noticedispute, the Dispute agreement shall be referred to a Director of HEE confirmed in writing and a senior director shall be binding on the Parties once it is signed by their duly authorised representatives; and failing agreement, either of the Provider who Parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall attempt be provided on a without prejudice basis and shall not be used in good faith evidence in any proceedings relating to resolve it; 24.1.3 if the Director agreement without the prior written consent of HEE and both Parties. If the senior director Parties fail to reach agreement in the structured negotiations within sixty (60) Working Days of the Provider are for Mediator being appointed, or such longer period as may be agreed by the Parties, then any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall dispute or difference between them may be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation ProcedureCourts. Unless agreed otherwise agreed between the Parties, the mediator in any mediation each Party shall be nominated by CEDR. To initiate the bear its own costs of such mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR notice. 24.2 No Party may commence any court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 Objective 24.01 Consistent with the preamble to this Agreement, the Company and the Institute share a desire to resolve disputes or disagreements wherever possible through a co-operative process characterized by prompt and open discussion and creative problem-solving. To this end, the following dispute resolution procedures shall apply. (a) Where a dispute or disagreement arises between an employee(s) and management, the individuals involved shall meet as soon as possible (normally within ten (10) days of the occurrence which gives rise to the dispute or disagreement) to explore the possibility of resolving the matter without recourse to subsequent steps in this dispute resolution procedure. Representatives of the Company and the Institute shall only attend the meeting where special circumstances exist. Where the meeting does not resolve the dispute or misunderstanding, or where ten (10) days have elapsed since the matter was first brought to the Manager’s attention for the purpose of seeking resolution, the matter may be dealt with directly under Clause 23.03. (b) Where special circumstances suggest that an employee-management meeting may not contribute to the resolution of a dispute or disagreement, or in a case of discipline, the Company and the Institute may agree to refer the matter to Step 1. 24.03 An employee may file a written grievance with his/her Manager within twenty (20) days after the griever knew or ought to have known of the occurrence that is the basis of the grievance. A Step 1 grievance meeting shall be held within ten (10) days of receipt of the grievance and a written decision issued within five (5) days of the meeting. 24.04 The employee, or the Institute on the employee's behalf, may refer the grievance to Step 2 within five (5) days of the Step 1 response. If a dispute arises out of or in connection with this contract or the performance, validity or enforceability of it response is not received by fifteen (“Dispute”15) then except as expressly provided in this contractdays following referral to Step 1, the Parties shall follow the procedure set out in this clause: 24.1.1 either Party shall give grievance may be referred to the other written notice Employee Relations Specialist or designate for Step 2. A Step 2 meeting shall be held within fifteen (15) days of the Dispute, setting out its nature referral and full particulars a written decision issued by the Company within five (“Dispute Notice”), together with relevant supporting documents. On service 5) days of the Dispute Notice, meeting. If the HEE Representative and Institute has not notified the Provider Representative shall attempt in good faith Employer of its intent to resolve refer the Dispute; 24.1.2 if the HEE Representative and Provider Representative are for any reason unable matter to resolve the Dispute arbitration within thirty (30) days of service of following the Dispute Noticeresponse, the Dispute grievance shall be referred to a Director of HEE and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR noticeconsidered as settled. 24.2 No Party may commence any court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 If The Parties shall each use reasonable endeavours to resolve any dispute by means of prompt bona fide discussion first between the Contract Manager and the Provider’s Authorised Representative. Failure to agree a settlement within three (3) Working Days shall result in the dispute being escalated to both Parties’ managerial level appropriate to the dispute in question. In the event that such a dispute arises out is not resolved within three (3) Working Days, thereafter it shall be escalated to each Parties’ appropriate director for resolution. The respective directors shall meet within four (4) Working Days to resolve the dispute. Failure to reach a settlement shall invoke the rest of or in connection with this contract or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided Clause 40. Nothing in this contract, Clause 40 shall prevent the Parties shall follow from seeking from any Court of the competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. If the dispute cannot be resolved by the Parties pursuant to Clause 40.1 the dispute may be referred to mediation pursuant to the procedure set out in Clause 40.5. The performance of this clause: 24.1.1 Contract by the Provider shall not be suspended, cease or be delayed by the reference of a dispute to mediation and the Provider and its Staff shall comply fully with the requirements of this Contract at all times. The procedure for mediation and consequential provisions relating to mediation are as follows: a neutral adviser or mediator (“the Mediator”) shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within ten (10) Working Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall give within ten (10) Working Days from the date of the proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party that he/she is unable or unwilling to act, apply to the other written notice Centre for Effective Dispute Resolution (“CEDR”) to appoint a Mediator. The Parties shall within ten (10) Working Days of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service appointment of the Dispute NoticeMediator meet with him/her in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the HEE Representative Parties may at any stage seek assistance from CEDR to provide guidance on a suitable procedure. Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the Provider Representative shall attempt in good faith to resolve the Dispute; 24.1.2 if the HEE Representative and Provider Representative are for any reason unable to resolve the Dispute within thirty (30) days of service rights of the Dispute NoticeParties in any future proceedings. If the Parties reach agreement on the resolution of the dispute, the Dispute agreement shall be referred to a Director of HEE confirmed in writing and a senior director shall be binding on the Parties once it is signed by their duly authorised representatives. Failing agreement, either of the Provider who Parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall attempt be provided on a without prejudice basis and shall not be used in good faith evidence in any proceedings relating to resolve it; 24.1.3 if the Director agreement without the prior written consent of HEE and both Parties. If the senior director Parties fail to reach agreement in the structured negotiations within sixty (60) Working Days of the Provider are for Mediator being appointed, or such longer period as may be agreed by the Parties, then any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall dispute or difference between them may be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation ProcedureCourts. Unless agreed otherwise agreed between the Parties, the mediator in any mediation each Party shall be nominated by CEDR. To initiate the bear its own costs of such mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR notice. 24.2 No Party may commence any court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 If a dispute arises out 16.2. For the avoidance of or in connection with doubt, this contract or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this contract, Dispute Resolution Procedure is intended by the Parties to comply with and augment the provisions of the WET Act relating to arbitration. 16.3. Any disagreement or dispute concerning this IIAA shall follow be first referred to a meeting of each of the procedure Parties who is involved in the disagreement or dispute who shall enter into good faith negotiations to resolve the matter. 16.4. In the event that the disagreement or dispute is not resolved within a reasonable period of the Parties in clause 16.3 above taking the action set out in this clause:clause 16.3 above, the disagreement or dispute shall be referred 24.1.1 either Party shall give 16.4.1. to a joint meeting with the Hertfordshire Leaders and the Chief Executives Group of each of the Parties involved; and/or 16.4.2. to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative and the Provider Representative HWP who shall attempt in all enter into good faith negotiations to resolve the Dispute;matter. 24.1.2 if 16.5. In the HEE Representative and Provider Representative are for any reason unable to resolve event that on the Dispute within thirty (30) days of service expiry of the Dispute Notice, period of 28 days from the Dispute date of the referral under clause 16.4 above or such longer period as the Parties may agree the dispute remains unresolved it shall be referred to a Director mediator appointed by the Centre of HEE Effective Dispute Resolution (“the Mediator”). 16.6. The Mediator shall determine the rules and procedures by which the mediation shall be conducted save that: 16.6.1. each Party shall be entitled to make a senior director written statement of its case to the Mediator prior to the commencement of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute mediation provided that such statement shall be referred provided to the CEO of HEE and Mediator not less than 14 days or such other period as may be agreed by the CEO of Mediator before the Provider who shall attempt in good faith mediation is to resolve itcommence; and 24.1.4 if 16.6.2. within 14 days of the CEO conclusion of HEE the mediation the Mediator shall provide a written report to the Parties which report shall set out the nature of the dispute and the CEO nature of its resolution if any. 16.7. The Mediator shall be entitled to be paid his reasonable fee which the Parties to the dispute shall pay in equal shares. 16.8. No Party shall be entitled to commence litigation or arbitration proceedings until the completion of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR noticethis clause 16. 24.2 No Party may commence any court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 If 40.1. The Parties shall each use reasonable endeavours to resolve any dispute by means of prompt bona fide discussion first between the Contract Manager and the Provider’s Authorised Representative. Failure to agree a settlement within three (3) Working Days shall result in the dispute being escalated to both Parties’ managerial level appropriate to the dispute in question. In the event that such a dispute arises out is not resolved within three (3) Working Days, thereafter it shall be escalated to each Parties’ appropriate director for resolution. The respective directors shall meet within four (4) Working Days to resolve the dispute. Failure to reach a settlement shall invoke the rest of or in connection with this contract or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided Clause 40. 40.2. Nothing in this contract, Clause 40 shall prevent the Parties shall follow from seeking from any Court of the competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. 40.3. If the dispute cannot be resolved by the Parties pursuant to Clause 40.1 the dispute may be referred to mediation pursuant to the procedure set out in Clause 40.5. 40.4. The performance of this clause:Contract by the Provider shall not be suspended, cease or be delayed by the reference of a dispute to mediation and the Provider and its Staff shall comply fully with the requirements of this Contract at all times. 24.1.1 40.5. The procedure for mediation and consequential provisions relating to mediation are as follows: a neutral adviser or mediator (“the Mediator”) shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within ten (10) Working Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall give within ten (10) Working Days from the date of the proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party that he/she is unable or unwilling to act, apply to the other written notice Centre for Effective Dispute Resolution (“CEDR”) to appoint a Mediator. The Parties shall within ten (10) Working Days of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service appointment of the Dispute NoticeMediator meet with him/her in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the HEE Representative Parties may at any stage seek assistance from CEDR to provide guidance on a suitable procedure. Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the Provider Representative shall attempt in good faith to resolve the Dispute; 24.1.2 if the HEE Representative and Provider Representative are for any reason unable to resolve the Dispute within thirty (30) days of service rights of the Dispute NoticeParties in any future proceedings. If the Parties reach agreement on the resolution of the dispute, the Dispute agreement shall be referred to a Director of HEE confirmed in writing and a senior director shall be binding on the Parties once it is signed by their duly authorised representatives. Failing agreement, either of the Provider who Parties may invite the Mediator to provide a non- binding but informative opinion in writing. Such an opinion shall attempt be provided on a without prejudice basis and shall not be used in good faith evidence in any proceedings relating to resolve it;the agreement without the prior written consent of both Parties. 24.1.3 if 40.6. If the Director of HEE and Parties fail to reach agreement in the senior director structured negotiations within sixty (60) Working Days of the Provider are for Mediator being appointed, or such longer period as may be agreed by the Parties, then any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall dispute or difference between them may be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; andCourts. 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure40.7. Unless agreed otherwise agreed between the Parties, the mediator in any mediation each Party shall be nominated by CEDR. To initiate the bear its own costs of such mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR notice. 24.2 No Party may commence any court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 If a dispute arises out of or in connection with this contract or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this contract, the Parties shall follow the procedure set out in this clause: 24.1.1 either Party shall give to the other written notice of the Dispute, setting sett ing out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative and the Provider Representative shall attempt in good faith to resolve the Dispute; 24.1.2 if the HEE Representative and Provider Representative are for any reason unable to resolve the Dispute within thirty (30) days of service of the Dispute Notice, the Dispute shall be referred to a Director of HEE and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR notice. 24.2 No Party may commence any court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 If 22.1 Subject to the provisions of clause 77, if a dispute arises out of or in connection with this contract the Contract or the performance, validity or enforceability of it (“Dispute”) ), then except as expressly provided in this contract, the Parties parties shall follow the procedure set out in this clause: 24.1.1 22.1.1 either Party party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative and the Provider Representative a Director (or equivalent) of each party shall attempt in good faith to resolve the Dispute; 24.1.2 22.1.2 if the HEE Representative and Provider Representative Directors (or equivalent) of each party are for any reason unable to resolve the Dispute within thirty (30) days of service of the Dispute Notice, the Dispute shall be referred to a Director the Board of HEE and a senior director Directors (or equivalent) of the Provider each party who shall attempt in good faith to resolve it;; and 24.1.3 22.1.3 if the Director Board of HEE and the senior director Directors of the Provider parties are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred parties agree to the CEO of HEE and the CEO of the Provider who shall attempt enter into mediation in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve settle the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the Partiesparties within fifteen days of service of the Dispute Notice, the mediator shall be nominated by CEDR. To initiate the mediation, a Party party must serve notice in writing (“ADR notice”) to the other Party party to the Dispute, requesting a referring the dispute to mediation. A copy of the ADR notice should be sent to CEDR. The Unless otherwise agreed between the parties, the mediation shall will start not later than thirty twenty (3020) days after the date of the ADR notice. 24.2 22.2 No Party party may commence any court proceedings under clause 46.11 (23.923.9 in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR noticeparties have attempted to resolve the Dispute by mediation, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 22.3 If the Dispute is not resolved within thirty ninety (3090) Business Days days after service of the ADR notice, or either Party fails to participate or to continue ceases to participate in the mediation before the expiration expiry of the said period of thirty (30) Business Daysthat 90 day period, or the mediation terminates before the expiration expiry of the said that 90 day period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.1123.923.9 of this Contract.

Dispute Resolution Procedure. 24.1 ‌ 16.1 If a dispute arises out of or in connection with this contract Agreement or the performance, validity or enforceability of it (“a "Dispute”") then then, except as expressly provided otherwise in this contractAgreement, the Parties shall follow the dispute resolution procedure set out in this clause:Clause:‌ 24.1.1 16.1.1 either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“a "Dispute Notice”"), together with relevant supporting documentsdocumentation. On service of the Dispute Notice, Notice the HEE Representative LFFN Programme Director of‌ the Authority and the Provider Representative [insert first level title] of the Recipient shall attempt in good faith to resolve the Dispute; 24.1.2 16.1.2 if the HEE Representative LFFN Programme Director of the Authority and Provider Representative the [insert first level title] of the Recipient are for any reason unable to resolve the Dispute within thirty fifteen (3015) days Working Days of service of the Dispute Notice, the Dispute shall be referred to a Director of HEE the Authority's Senior Responsible Owner for the LFFN Programme and a senior director the [insert second level title] of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider Recipient who shall attempt in good faith to resolve it; and 24.1.4 16.1.3 if the CEO of HEE Authority's Senior Responsible Owner for the LFFN Programme and the CEO [insert second level title] of the Provider Recipient are for any reason unable to resolve the Dispute within thirty fifteen (3015) days Working Days of it being referred to them, the Parties parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Proceduremodel mediation procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“an "ADR notice”Notice") to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice Notice should be sent to CEDR. The mediation shall start not later than thirty (30) days Working Days after the date of service of the ADR notice.Notice. Unless otherwise agreed by the Parties, CEDR, in conjunction with the mediator, shall make the necessary arrangements for the mediation including:‌ 24.2 (a) nominating, and obtaining the agreement of the Parties to, the mediator; (b) organising a suitable venue and dates; (c) organising exchange of documents; (d) meeting with either or both of the Parties (and the mediator if appointed), either together or separately, to discuss any matters or concerns relating to the mediation; and (e) general administration in relation to the mediation. [DCMS: The Recipient titles above must be commensurate with the relevant Authority titles above] 16.2 No Party may commence any court proceedings under clause 46.11 (in relation to the whole or part any dispute arising out of the Dispute this agreement until thirty sixty (3060) Business Working Days after service the appointment of the ADR noticea mediator, provided that the right to issue proceedings is not prejudiced by a delaydelay in appointment. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 If a dispute arises out of or in connection with this contract or The Participants adopt the performance, validity or enforceability of it (“Dispute”) then except principle that all Disputes should be regarded as expressly provided business problems to be resolved promptly through business-oriented negotiations described below in this contractSection 18.6 before resorting to arbitration pursuant to Section 18.6(f). No Participant shall be entitled to make any claim in respect of any Dispute, and/or terminate this Agreement other than pursuant to Sections 18.1 and 18.2(a), without first implementing the Parties following procedure: (a) Any Dispute shall follow in the procedure set out first instance be referred by notice in writing (the Referral Notice) by a Participant to the Representatives. The Participant delivering the Referral Notice (the Referring Party) shall identify in the Referral Notice: (i) the matter(s) in dispute; (ii) the relief and/or remedy sought; and (iii) brief reasons for claiming the relief and/or remedy sought, including identification of the relevant provisions in this clause:Agreement. 24.1.1 either Party (b) The Representatives shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of consider the Dispute Notice, and use the HEE Representative and the Provider Representative shall attempt in good faith respective commercially reasonable efforts to try to reach agreement to resolve the Dispute;. Any agreement of the Representatives to resolve the Dispute shall be final and binding on the Participants and shall be in writing. 24.1.2 if (c) If the HEE Representative Representatives are unable to, or fail to, resolve the Dispute within [**] days of receiving the Referral Notice, then any Participant may within [**] days of the expiration of this time period refer the Dispute to the Joint Committee. (d) If a Dispute is referred to the Joint Committee in accordance with Section 18.6(c), the Joint Committee shall consider the Dispute and Provider Representative are for any reason unable use their respective commercially reasonable efforts to try to resolve the Dispute. Any unanimous agreement of the Joint Committee shall be final and binding on the Participants and shall be in writing. (e) If the Joint Committee fails to resolve the Dispute within thirty (30) [**] days of service receiving a copy of the Dispute Referral Notice, then any Participant may within [**] days of the expiration of this time period refer the Dispute to the Chief Executives. (f) Any Dispute not finally resolved by the Chief Executives shall be finally settled by Arbitration as follows: (i) In the event that any Dispute cannot be resolved pursuant to this Section 18.6, such Dispute shall be referred to a Director finally settled by binding arbitration (Arbitration) under the Rules of HEE and a senior director Arbitration (the Rules) of the Provider who shall attempt International Chamber of Commerce (ICC) in good faith to resolve it; 24.1.3 if force at the Director time of HEE such Arbitration and the senior director United States Federal Arbitration Act of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them1925, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to themas amended, the Parties shall attempt to settle it by mediation one or three arbitrators appointed in accordance with the CEDR Model Mediation ProcedureRules. Unless otherwise agreed between The seat of the Partiesarbitration shall be New York, New York. The language of the arbitration shall be English. (ii) In any Arbitration relating to any Dispute, the mediator arbitrator or arbitrators shall be nominated required to select one of the proposals submitted by CEDRor on behalf of AGA or INO-T and shall not be permitted to determine an alternative or compromise remedy. (iii) The arbitral award shall be in writing, shall detail the disputed matters and reasons on which the arbitral award is based, and shall (except as provided in this Section 18.6 with respect to actions or applications for interim relief), be the sole and exclusive remedy among the Participants regarding any Dispute. To initiate The arbitral award shall be final and binding upon the mediationParticipants and shall not be subject to appeal of any court or other authority. Notwithstanding the foregoing, a Party must serve notice any party may file an application in writing (“ADR notice”) the United States federal courts sitting in the Borough of Manhattan seeking pre-arbitral attachment, injunctive or other forms of interim relief to compel, aid or facilitate the arbitration or to maintain the status quo pending completion of the arbitration. Judgment upon the award or order may be entered in the Supreme Court of the State of New York sitting in the Borough of Manhattan, the United States District Court for the Southern District of New York or any other court of competent jurisdiction, and application may be made to any such court for enforcement thereof. Each Participant agrees not to oppose the registration or enforcement of any such judgment in any other jurisdiction and to consent to jurisdiction and venue in any applicable court for purposes of registration or enforcement of any such judgment. Each Participant accepts and submits to the other Party jurisdiction of the seat of arbitration referenced above and to the Dispute, requesting a mediation. A copy New York State and United States federal courts sitting in the Borough of Manhattan (and to any court in which appeals from those courts may be heard) with regard to enforcement of the ADR notice should be sent to CEDRarbitral award or application for injunctive or other interim relief, as provided in this Section 18.6. The mediation shall start not later than thirty (30) days after the date of the ADR notice. 24.2 No Party may commence Each Participant waives any court proceedings under clause 46.11 (defense or objection that it could have in relation to diplomatic immunity, lack of jurisdiction, improper venue, inconvenient forum or competence. Process in any such action or proceeding may be served on any Participant anywhere in the whole world. Each Participant irrevocably consents to the service of any and all process in any action or part proceeding by the mailing or delivery of copies of such process to it at its address for notices specified in Section 23.6. (iv) This Agreement and the rights and obligations of the Dispute until thirty (30) Business Days after service of Participants shall remain in full force and effect pending the ADR notice, provided that the right to issue proceedings is not prejudiced by a delayaward in any Arbitration proceeding hereunder. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 28.1 If a dispute arises out of or in connection with this contract Agreement or the performance, validity or enforceability of it (“"Dispute”) then "), then, except as expressly provided in this contractAgreement, the Parties parties shall follow the procedure set out in this clause: 24.1.1 28.1.1 either Party party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“"Dispute Notice”"), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative Project Manager of the Supplier (as set out in the Service Schedule) and Project Manager of the Provider Representative Customer (or appropriate liaison of the Customer, as set out in the Service Schedule) shall attempt in good faith to resolve the Dispute; 24.1.2 28.1.2 if the HEE Representative and Provider Representative parties referred to in clause 28.1.1 are for any reason unable to resolve the Dispute within thirty (30) 10 days of service of the Dispute Notice, the Dispute shall be referred to a the Managing Director of HEE the Supplier and a the Managing Director (or other appropriate senior director manager) of the Provider Customer who shall attempt in good faith to resolve it; 24.1.3 28.1.3 if the Director of HEE and the senior director of the Provider those parties referred to in clause 28.1.2 are for any reason unable to resolve the Dispute within thirty (30) 14 days of it being referred to them, the Dispute shall be referred parties agree to the CEO of HEE and the CEO of the Provider who shall attempt enter into mediation in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve settle the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Partiesparties within 60 days of service of the Dispute Notice, the mediator shall will be nominated by CEDR. To initiate the mediation, a Party party must serve give notice in writing (“"ADR notice”") to the other Party party to the Dispute, requesting a referring the dispute to mediation. A copy ; and 28.1.4 if there is any point on the logistical arrangements of the mediation, other than nomination of the mediator, upon which the parties cannot agree within 14 days from the date of the ADR notice should notice, where appropriate, in conjunction with the mediator, CEDR will be sent requested to CEDR. The decide that point for the parties having consulted with them; and 28.1.5 unless otherwise agreed between the parties, the mediation shall will start not later than thirty (30) 60 days after the date of the ADR notice. 24.2 No Party may commence any 28.2 The commencement of mediation shall not prevent the parties commencing or continuing court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delayproceedings. 24.3 28.3 If for any reason the Dispute is not resolved within thirty (30) Business Days after service 10 days of commencement of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said periodmediation, the Dispute shall be referred to and finally resolved by the courts of England and Wales in accordance with clause 46.1131 (Jurisdiction).

Dispute Resolution Procedure. 24.1 28.7.1 If a dispute arises out of or in connection with this contract Agreement or the performance, validity or enforceability of it (“Dispute”) then ), then, except as expressly provided in this contractAgreement, the Parties parties shall follow the procedure set out in this clause: 24.1.1 (a) either Party party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative Berneslai Homes’ Officer and the Provider Representative Supplier’s Personnel shall attempt in good faith to resolve the Dispute; 24.1.2 (b) if the HEE Representative Berneslai Homes’ Officer and Provider Representative Supplier’s Personnel are for any reason unable to resolve the Dispute within thirty (30) 30 days of service of the Dispute Notice, the Dispute shall be referred to a Director the appropriate senior officer of HEE Berneslai Homes and a senior director authorising officer of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider Supplier who shall attempt in good faith to resolve it; and 24.1.4 (c) if the CEO senior officer of HEE Berneslai Homes and the CEO senior authorising officer of the Provider Supplier are for any reason unable to resolve the Dispute within thirty (30) 30 days of it being referred to them, the Parties shall attempt parties agree to enter into mediation in good faith to settle it by mediation the Dispute in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Partiesparties within 14 days of service of the Dispute Notice, the mediator shall be nominated by CEDR. To initiate the mediation, a Party party must serve notice in writing (“ADR notice”) to the other Party party to the Dispute, requesting a referring the dispute to mediation. A copy of the ADR notice should be sent to CEDR. The Unless otherwise agreed between the parties, the mediation shall will start not later than thirty (30) 21 days after the date of the ADR notice. 24.2 28.7.2 No Party party may commence any court or arbitration proceedings under clause 46.11 28.12 (Jurisdiction) in relation to the whole or part of the Dispute until thirty (30) Business Days 21 days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 28.7.3 If the Dispute is not resolved within thirty (30) Business Days 21 days after service of the ADR notice, or either Party party fails to participate or to continue ceases to participate in the mediation before the expiration expiry of the said period of thirty (30) Business Daysthat 21 day period, or the mediation terminates before the expiration expiry of the said that 21 day period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.1128.12 (Jurisdiction) in this Agreement.

Dispute Resolution Procedure. 24.1 If a 36.1 The parties shall use their reasonable endeavours to resolve any dispute arises arising out of or in connection with any provision of this contract or the performance, validity or enforceability of it Agreement (“Dispute”) then except at the Project Review Meeting or Review Meeting (as expressly provided in this contract, the Parties shall follow case may be) taking place after the procedure set out in this clause:date on which the Dispute arose. 24.1.1 either Party shall give to 36.2 If the other written notice Dispute has not been resolved within 10 Working Days after the date of the Dispute, setting out its nature and full particulars Project Review Meeting or Review Meeting (“Dispute Notice”), together with relevant supporting documents. On service of as the case may be) at which it was considered (or if there was no such Project Review Meeting or Review Meeting within one Month after the date on which the Dispute Notice, the HEE Representative and the Provider Representative shall attempt in good faith to resolve the Dispute; 24.1.2 if the HEE Representative and Provider Representative are for any reason unable to resolve the Dispute within thirty (30) days of service of the Dispute Noticearose), the Dispute shall be referred as soon as practicable to a Director of HEE and a senior director of the Provider who shall attempt in good faith to resolve it;Strategic Review Meeting for resolution. 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve 36.3 Any joint decision which resolves the Dispute and which is made pursuant to clauses 36.1 and 36.2 shall be recorded in writing and signed on behalf of each party by their respective Representatives and shall be final and binding on the parties. TfL’s Representative shall keep a record of all such resolutions. 36.4 If the Dispute has not been resolved within thirty (30) days 20 Working Days of it being referred to themthe Strategic Review Meeting, then the parties may agree to refer the Dispute to mediation. 36.5 When the parties wish to have the Dispute resolved by mediation, if they are unable to agree on the appointment of the mediator, either party may apply to CEDR to nominate the mediator. Each of the parties shall ensure that it is represented in the mediation by an individual with authority to settle the dispute and to sign any settlement agreement that may be agreed. 36.6 The mediator shall, in consultation with the parties, determine the timetable and procedure for mediation. Unless otherwise agreed, the Dispute CEDR Mediation Rules in force at the commencement of the mediation shall apply. 36.7 The procedure in the CEDR Mediation Rules shall be referred amended to take account of any relevant provisions in this Agreement or any other agreement which the parties may enter into in relation to the CEO of HEE and the CEO conduct of the Provider who mediation. 36.8 The mediation shall attempt be conducted on a without prejudice basis and in good faith to resolve it; andstrict confidence. 24.1.4 if 36.9 If the CEO of HEE and Dispute is settled through mediation, the CEO terms of the settlement shall be recorded in writing in a legally binding form signed by a duly authorised representative of each of the parties. 36.10 If either party withdraws from the mediation at any time, or within 30 Working Days of the mediator being appointed the mediation has not resulted in the settlement of the dispute being reached, then the mediation procedure shall, unless otherwise agreed, be terminated. 36.11 No-one appointed to act as mediator shall be called to give evidence in any subsequent proceedings between the parties, nor may any mediator act as an advisor to either party in any subsequent proceedings whether as counsel, solicitor or independent expert without the prior written consent of the other parties. 36.12 The parties acknowledge, for the avoidance of doubt, that the commencement of a mediation shall not prevent the parties commencing or continuing Proceedings in accordance with clause 46 (Law and Jurisdiction). 36.13 For the avoidance of doubt, the Service Provider shall continue to provide the Services in accordance with this Agreement and without delay or disruption while the parties are for any reason unable seeking to resolve the Dispute within thirty (30) days of it being referred pursuant to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR noticethis clause 36. 24.2 No Party may commence any court proceedings under 36.14 The restrictions contained in this clause 46.11 (in relation to shall survive the whole or part termination of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delaythis Agreement. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 If a dispute arises out of or in connection with this contract or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this contract, the Parties shall follow the procedure set out in this clause: 24.1.1 either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative and the Provider Representative shall attempt in good faith to resolve the Dispute; 24.1.2 if the HEE Representative and Provider Representative are for any reason unable to resolve the Dispute within thirty (30) days of service of the Dispute Notice, the Dispute shall be referred to a Director of HEE and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR notice. 24.2 No Party may commence any court proceedings under clause 46.11 (in relation to the tothe whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 If a dispute arises (a) In the event of any controversy or claim directly or indirectly arising out of or in connection with relating to this contract or the performanceAgreement (each, validity or enforceability of it (a “Dispute”) then except as expressly provided in this contract), the Parties shall follow the procedure set out in this clause: 24.1.1 either Program Managers and other appropriate personnel of each Party shall give to the other written notice of the Disputeshall, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative and the Provider Representative shall attempt in good faith faith, first attempt to resolve the Dispute; 24.1.2 if , including for proposed changes to the HEE Representative Program in accordance with Section 3.5. If such efforts are unsuccessful, the Program Managers shall refer the Dispute to the Operating Committee. The Operating Committee shall, in good faith, then meet within ten (10) Business Days of such referral and Provider Representative are for any reason unable attempt to resolve the Dispute. If the Dispute remains unresolved for twenty (20) Business Days after such referral, the Operating Committee shall refer the Dispute to the Program Executives. The Program Executives shall promptly meet to review and discuss the Dispute and shall use commercially reasonable efforts to resolve § Disputes involving compliance with Applicable Law, Risk Management Policies or risk-related matters within fifteen (15) days after receiving notice thereof, and § any other Dispute within thirty (30) days of service of after receiving notice thereof. (b) In the Dispute Notice, event the Dispute shall be referred to a Director of HEE and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider Program Executives are for any reason unable to resolve the Dispute within thirty (30the time frames set forth in Section 3.6(a) days after receiving notice of it being referred to themsuch escalation, then, § if the matter is a Company Matter or a Bank Matter, the Dispute shall be referred to resolved as set forth in Section 3.6(c) or 3.6(d) at the CEO end of HEE such period, and § if the matter is not a Company Matter or a Bank Matter, the Dispute shall remain open and the CEO of the Provider who then-current practice shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, continue until the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Partiesmutually agree otherwise; provided, the mediator shall be nominated by CEDR. To initiate the mediationhowever, that for a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR notice. 24.2 No Party may commence any court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided involving Applicable Law that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty the time frames set forth in Section 3.6(a), Bank shall, upon the request of Company, evaluate the possibility of addressing the issue with the relevant Government Authority, but shall have no obligation to do so before resolving the Dispute as a Bank Matter. (30c) Business Days after service Company shall have ultimate decision-making authority with respect to unresolved Disputes with respect to the matters in Schedule 3.6(c) (“Company Matters”), subject in each case to prior review through the processes set forth in this Section 3.6 and to Bank’s rights with respect to compliance of the ADR noticeProgram with Applicable Law, or either Party fails including as set forth in Section 3.6(d) and as noted in Schedule 3.6(c). (d) Bank shall have ultimate decision-making authority with respect to participate or unresolved Disputes with respect to continue the matters in Schedule 3.6(d) (“Bank Matters”), subject to participate prior review through the processes set forth in the mediation before the expiration of the said period of thirty (30) Business Daysthis Section 3.6; provided, or the mediation terminates before the expiration of the said periodhowever, the Dispute that any changes made pursuant to this Section 3.6 shall be finally resolved implemented by Bank in a manner reasonably consistent across all of Bank’s Similarly Situated credit card portfolios; and provided, further, that, with respect to Program changes required for compliance with Applicable Law, Bank shall consider alternative methods for achieving compliance, including those proposed by Company, and to the courts extent practicable and commercially reasonable taking into account relative costs to Bank and Company, select the method that is least burdensome to Company and involves the least impact to Company systems, in-Store processes and Customers. (e) Notwithstanding anything herein, neither this Section 3.6 nor Section 17.22 shall affect a Party’s right to terminate this Agreement pursuant to Schedule 14.2 or 14.3 and neither Party shall have an obligation to utilize the dispute resolution procedures set forth in Section 3.6(a), 3.6(b) or 17.22 in connection with a Dispute involving Company Licensed Marks, Bank Licensed Marks or Intellectual Property. Nothing in this Section 3.6 or Section 17.22 shall be construed to prevent any Party from seeking from a court a temporary restraining order or other temporary or preliminary relief pending final resolution of England and Wales in accordance with clause 46.11a Dispute.

Dispute Resolution Procedure. 24.1 34.1 Expleo and the Client shall each appoint a relationship manager (as specified in the Work Order) who shall have overall responsibility for the relationship between Expleo and the Client 34.2 If any matter remains unresolved at any Review Meeting or the Client Project Manager and the Expleo Delivery Manager are unable to agree a plan to resolve such matter or any other dispute arises out of or in connection with this contract Agreement or any Work Order or the performance, validity or enforceability of it either (“Dispute”) then except as expressly provided in this contract, the Parties parties shall follow the procedure set out in this clauseClause 34: 24.1.1 34.2.1 either Party relationship manager shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative ▇▇▇▇▇▇’s relationship manager and the Provider Representative Client’s relationship manager shall attempt in good faith to resolve the Dispute; 24.1.2 34.2.2 if the HEE Representative ▇▇▇▇▇▇’s relationship manager and Provider Representative Client’s relationship manager are for any reason unable to resolve the Dispute within thirty (30) 14 days of service of the Dispute Notice, the Dispute shall be referred to a Director the relevant Business Unit Leader of HEE Expleo and a senior director the accountable executive of the Provider Client who shall who shall meet no later than 7 days after any such referral to attempt in good faith to resolve it;the Dispute; and 24.1.3 34.2.3 if the Director relevant Business Unit Leader of HEE Expleo and the senior director accountable executive of the Provider Client are for any reason unable to resolve the Dispute within thirty (30) 7 days of it being referred to them, the Dispute shall be referred to the CEO Managing Director UK of HEE Expleo and the CEO accountable senior executive of the Provider Client who shall who shall meet no later than 7 days after any such referral to attempt in good faith to resolve itthe Dispute; and 24.1.4 34.2.4 if the CEO Managing Director UK of HEE Expleo and the CEO accountable senior executive of the Provider Client are for any reason unable to resolve the Dispute within thirty (30) 7 days of it being referred to them, the Parties shall parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Partiesparties, the mediator shall be nominated by CEDR. The mediation will take place in London, England and the language of the mediation will be English. To initiate the mediation, a Party party must serve notice in writing (“ADR notice”) to the other Party party to the DisputeDispute (with a copy sent to CEDR), requesting a mediation. A copy . 34.3 The commencement of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR notice. 24.2 No Party may commence any prevent a party commencing or continuing court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty under Clause 35 (30Governing Law and Jurisdiction) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delaywhich clause shall apply at all times. 24.3 34.4 If the Dispute is not resolved within thirty (30) Business Days 14 days after service of the ADR notice, or either Party party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days14 days, or the mediation terminates before the expiration of the said periodperiod of 14 days, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11Clause 35 (Governing Law and Jurisdiction) of this Agreement.

Dispute Resolution Procedure. 24.1 If a dispute arises 10.1 All disputes between any of the Parties arising out of or relating to this Agreement shall be referred, by any Party involved in connection with the dispute, to the parties specified in the Detailed Transition Plan acting as a joint body for dispute resolution. 10.2 If the dispute cannot be resolved by the Parties' representatives nominated under ▇▇▇▇▇▇ 10.1 within a maximum of seven (7) days (or such other time as otherwise agreed in writing by the Parties) after it has been referred to them under Clause 10.1 then: 10.2.1 if the dispute is of a technical nature or is expressed by this contract or Agreement to be subject to expert determination, by agreement between the performance, validity or enforceability of Parties it may be referred for final determination to an expert (“Dispute”) then except as expressly provided referred to in this contract, Clause as the "Neutral Adviser") who shall be deemed to act as expert and not as arbitrator; or 10.2.2 the Parties shall follow the procedure set out in this clause: 24.1.1 either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative and the Provider Representative shall attempt in good faith to resolve the Dispute; 24.1.2 if the HEE Representative and Provider Representative are for any reason unable to resolve the Dispute within thirty (30) days of service of the Dispute Notice, the Dispute shall be referred to a Director of HEE and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall will attempt to settle it the dispute by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise Procedure or failing that it shall be determined pursuant to Clause 12.10. 10.3 The Neutral Adviser shall be selected by the agreement of the Parties or, failing agreement, within seven (7) days after a request by one Party to the others, shall be chosen at the request of any Party by the President for the time being of the Chartered Institute of Arbitrators who shall be requested to choose a suitably qualified and experienced Neutral Adviser for the dispute in question. 10.4 Seven (7) days after the Neutral Adviser has accepted the appointment the relevant Parties shall submit a written report on the dispute to the Neutral Adviser and to each other and seven (7) days thereafter shall submit any written replies they wish to make to the Neutral Adviser and to each other. 10.5 The relevant Parties will then afford the Neutral Adviser all necessary assistance which the Neutral Adviser requires to consider the dispute. 10.6 The Neutral Adviser shall be instructed to deliver their determination to the relevant Parties within seven (7) days (or such other period as may be agreed between the Parties, ) after the mediator submission of the written reports pursuant to Clause 10.4. 10.7 Decisions of the Neutral Adviser shall be nominated final and binding and not subject to appeal except in the case of fraud or manifest error. 10.8 The Neutral Adviser shall have the same powers to require any relevant Party to produce any documents or information to him and the other relevant Parties as an arbitrator and each relevant Party shall in any event supply to him such information which it has and is material to the matter to be resolved and which it could be required to produce on discovery. 10.9 The fees of the Neutral Adviser shall be borne by CEDR. To initiate the mediation, a Party must serve notice Parties in writing the proportions determined by the Neutral Adviser having regard (“ADR notice”amongst other things) to the other Party to the Dispute, requesting a mediation. A copy conduct of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR notice. 24.2 No Party may commence any court proceedings under clause 46.11 (relevant Parties in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delaydispute in question. 24.3 If the 10.10 Work and activity to be carried out under this Agreement shall not cease or be delayed by this Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11Resolution Procedure.

Dispute Resolution Procedure. 24.1 28.1 If a dispute arises out of or in connection with this contract Agreement or the performance, validity or enforceability of it (“"Dispute”) then "), then, except as expressly provided in this contractAgreement, the Parties parties shall follow the procedure set out in this clause: 24.1.1 28.1.1 either Party party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“"Dispute Notice”"), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative Project Manager of the Supplier (as set out in the Service Schedule) and Project Manager of the Provider Representative Customer (or appropriate liaison of the Customer, as set out in the Service Schedule) shall attempt in good faith to resolve the Dispute; 24.1.2 28.1.2 if the HEE Representative and Provider Representative parties referred to in clause 28.1.1 are for any reason unable to resolve the Dispute within thirty ten (3010) days of service of the Dispute Notice, the Dispute shall be referred to a the Managing Director of HEE the Supplier and a the Managing Director (or other appropriate senior director manager) of the Provider Customer who shall attempt in good faith to resolve it; 24.1.3 28.1.3 if the Director of HEE and the senior director of the Provider those parties referred to in clause 28.1.2 are for any reason unable to resolve the Dispute within thirty fourteen (3014) days of it being referred to them, the Dispute shall be referred parties agree to the CEO of HEE and the CEO of the Provider who shall attempt enter into mediation in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve settle the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Partiesparties within sixty (60) days of service of the Dispute Notice, the mediator shall will be nominated by CEDR. To initiate the mediation, a Party party must serve give notice in writing (“"ADR notice”") to the other Party party to the Dispute, requesting a referring the dispute to mediation. A copy ; and 28.1.4 if there is any point on the logistical arrangements of the mediation, other than nomination of the mediator, upon which the parties cannot agree within fourteen (14) days from the date of the ADR notice should notice, where appropriate, in conjunction with the mediator, CEDR will be sent requested to CEDR. The decide that point for the parties having consulted with them; and 28.1.5 unless otherwise agreed between the parties, the mediation shall will start not later than thirty sixty (3060) days after the date of the ADR notice. 24.2 No Party may commence any 28.2 The commencement of mediation shall not prevent the parties commencing or continuing court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delayproceedings. 24.3 28.3 If for any reason the Dispute is not resolved within thirty ten (3010) Business Days after service days of commencement of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said periodmediation, the Dispute shall be referred to and finally resolved by the courts of England and Wales in accordance with clause 46.1131 (Jurisdiction).

Dispute Resolution Procedure. 24.1 If a dispute arises out of or in connection with this contract Contract or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this contractContract, the Parties shall follow the procedure set out in this clause: 24.1.1 either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative and the Provider Representative shall attempt in good faith to resolve the Dispute; 24.1.2 if the HEE Representative and Provider Representative are for any reason unable to resolve the Dispute within thirty (30) days of service of the Dispute Notice, the Dispute shall be referred to a Director of HEE and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR notice. 24.2 No Party may commence any court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 If 57.1 Any dispute relating to the Agreement shall be dealt with in accordance with this Clause 57. 57.2 In the event of any dispute arising under this Agreement, including a dispute arises out as to the validity of or in connection with this contract or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this contractAgreement, the Parties shall follow continue their performance of this Agreement (unless the procedure set out Parties agree in this clause:writing not to do so). 24.1.1 either 57.3 Any dispute shall be referred in the first instance to the Joint Management Board which shall endeavour to resolve the dispute within 28 (twenty eight) days. If no resolution is possible within 28 (twenty eight) days, the dispute shall be referred to the Chief Executive Officer of the Trust and the Strategic Director of the Local Authority. 57.4 If, following referral of the dispute in accordance with Clause 57.3, the dispute still has not been resolved after 14 (fourteen) days of being referred to the Chief Executive Officer of the Trust and the Strategic Director of the Local Authority, disputes shall be dealt with in accordance with Clauses 57.5 and 57.6. 57.5 Either Party shall give may serve notice in writing (the “Mediation Notice”) to the other written notice requiring mediation of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documentsdispute. On service of the Dispute Notice, the HEE Representative and the Provider Representative The Parties shall attempt in good faith to resolve the Dispute; 24.1.2 if the HEE Representative and Provider Representative are for any reason unable to resolve the Dispute within thirty (30) 5 days of service of the Mediation Notice seek to agree the mediator to be used for the mediation. In the event the Parties cannot agree a mediator in accordance with this Clause 57.5, either Party may write to the Centre for Dispute NoticeResolution (“CEDR”) requesting that it nominate a mediator. The Parties hereby agree to use whichever mediator CEDR nominate, save where such mediator is unavailable to commence the mediation in accordance with Clause 57.6, in which case either Party may write to the CEDR requesting that it nominate an alternative mediator 57.6 The mediation shall commence within 28 days of the Mediation Notice being served. The Parties shall co-operate with any person appointed as mediator, providing him with such information and other assistance as he shall require and shall pay his costs as he shall determine or, in the absence of such determination, such costs shall be shared equally. 57.7 If, following referral of the dispute in accordance with Clause 57.5, the Dispute dispute still has not been within twenty eight (28) days of being referred disputes shall be dealt with in accordance with Clauses 57.8 to 57.13. 57.8 All disputes, to the extent not finally resolved pursuant to Clauses 57.1 to 57.6 shall be referred to a Director of HEE and a senior director arbitration pursuant to the following: 57.8.1 the arbitration shall be governed by the provisions of the Provider who shall attempt in good faith to resolve itArbitration ▇▇▇ ▇▇▇▇; 24.1.3 if 57.8.2 the Director party initiating the arbitration shall give a notice of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) arbitration to the other Party to party (the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30"Arbitration Notice") days after the date of the ADR notice. 24.2 No Party may commence any court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.stating:

Dispute Resolution Procedure. 24.1 21.1 Both parties to this Agreement shall seek to resolve any dispute between them arising out of, or relating to, this Agreement, amicably. 21.2 If the dispute cannot be resolved amicably by the parties, then:- 21.2.1 if the dispute is of a dispute arises out technical, or predominately technical nature, then the parties by mutual agreement may refer it to an expert appointed pursuant to Clause 21.3 (the "Expert") who shall be deemed to act as an expert and not as arbitrator provided that the appointment of or in connection with this contract or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this contract, the Parties shall follow the procedure set out in this clause: 24.1.1 either Party shall give an Expert is without prejudice to the other written notice right of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative and the Provider Representative shall attempt in good faith either party to resolve the Dispute; 24.1.2 if the HEE Representative and Provider Representative are for any reason unable seek equitable relief pursuant to resolve the Dispute within thirty (30) days of service of the Dispute Notice, the Dispute shall be referred to a Director of HEE and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve itClause 34; and 24.1.4 if 21.2.2 in all other aspects, the CEO of HEE and the CEO dispute shall be determined pursuant to Clause 34. 21.3 The Expert shall be selected by mutual agreement of the Provider are for any reason unable to resolve the Dispute parties or, failing agreement, within thirty fourteen (3014) days of it being referred after a request by one party to themthe other, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated chosen at the request of either party by CEDR. To initiate the mediationPresident for the time being of the_______________, who shall be requested to choose a Party must serve notice suitably qualified and experienced Expert for the dispute in writing question. 21.4 Fourteen (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (3014) days after the date Expert has accepted the appointment the parties shall each submit a written report on the dispute to the Expert and to each other and seven (7) days thereafter shall submit any written replies they wish to the Expert and to each other. 21.5 Both parties shall afford the Expert all necessary assistance which the Expert requires to consider the dispute, including, but not limited to, full access to the Website and any documentation or correspondence relating to the subject matter of the ADR noticedispute. 24.2 No Party may commence any court proceedings 21.6 The Expert shall be instructed to deliver his determination to the parties within fourteen (14) days after the submission of the last of the written reports/replies pursuant to Clause 21.4 or after the expiration of such longer period as is required by the Expert in which to consider the parties reports and documentation or correspondence provided, which date shall not be greater than a period of sixty (60) days after the submission of the written reports pursuant to Clause 21.4. 21.7 A decision of the Expert shall be binding. The Parties accept these alternative dispute resolution procedures specifically in reliance upon the provisions of this Clause 21. 21.8 The fees of the Expert shall be borne by the parties in the proportion as shall be determined by the Expert, having regard (amongst other things) to the conduct of the Parties. 21.9 Work obligations and activity to be carried out or performed under clause 46.11 (this Agreement shall not cease or be delayed by this dispute resolution procedure. 21.10 The parties, and the Expert, shall treat as Confidential Information all information obtained in relation to the whole reference to the Expert, the fact that a dispute has been referred to the Expert, its occurrence and the decision of the Expert arising there from. 21.11 All communications relating to the reference to the Expert shall take place in writing between the representatives of either party, or other nominated representatives of the parties, and the Expert. 21.12 At any time prior to the decision of the Expert being communicated to the parties they may agree a settlement of the dispute and, where applicable, a revised timetable or difference referred to the Expert. In such event, the Expert shall be entitled to recover from the parties’ fees in respect of time already spent on the reference and all reasonable expenses incurred in relation to it which shall be borne by and between the parties in such proportion as the parties shall agree as part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delaytheir settlement. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 34.1 Expleo and the Client shall each appoint an individual who shall have overall responsibility for the relationship between Expleo and the Client and the management of this Agreement and any Work Orders (Relationship Manager). 34.2 If any matter remains unresolved at any Review Meeting or the Client Project Manager and the Expleo Delivery Manager are unable to agree a plan to resolve such matter or any other dispute arises out of or in connection with this contract Agreement or any Work Order or the performance, validity or enforceability of it either (“Dispute”) then except as expressly provided in this contract, the Parties parties shall follow the procedure set out in this clauseClause 34: 24.1.1 34.2.1 either Party Relationship Manager shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative ▇▇▇▇▇▇’s Relationship Manager and the Provider Representative Client’s Relationship Manager shall attempt in good faith to resolve the Dispute; 24.1.2 34.2.2 if the HEE Representative Expleo’s Relationship Manager and Provider Representative Client’s Relationship Manager are for any reason unable to resolve the Dispute within thirty (30) 14 days of service of the Dispute Notice, the Dispute shall be referred to a Director the relevant Business Unit Leader of HEE Expleo and a senior director the accountable executive of the Provider Client who shall who shall meet no later than 7 days after any such referral to attempt in good faith to resolve it;the Dispute; and 24.1.3 34.2.3 if the Director relevant Business Unit Leader of HEE Expleo and the senior director accountable executive of the Provider Client are for any reason unable to resolve the Dispute within thirty (30) 7 days of it being referred to them, the Dispute shall be referred to the CEO Managing Director UK of HEE Expleo and the CEO accountable senior executive of the Provider Client who shall who shall meet no later than 7 days after any such referral to attempt in good faith to resolve itthe Dispute; and 24.1.4 34.2.4 if the CEO Managing Director UK of HEE Expleo and the CEO accountable senior executive of the Provider Client are for any reason unable to resolve the Dispute within thirty (30) 7 days of it being referred to them, the Parties shall parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Partiesparties, the mediator shall be nominated by CEDR. The mediation will take place in London, England and the language of the mediation will be English. To initiate the mediation, a Party party must serve notice in writing (“ADR notice”) to the other Party party to the DisputeDispute (with a copy sent to CEDR), requesting a mediation. A copy . 34.3 The commencement of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR notice. 24.2 No Party may commence any prevent a party commencing or continuing court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty under Clause 35 (30Governing Law and Jurisdiction) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delaywhich clause shall apply at all times. 24.3 34.4 If the Dispute is not resolved within thirty (30) Business Days 14 days after service of the ADR notice, or either Party party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days14 days, or the mediation terminates before the expiration of the said periodperiod of 14 days, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11Clause 35 (Governing Law and Jurisdiction) of this Agreement.

Dispute Resolution Procedure. 24.1 If a dispute arises 12.1 All disputes between the Suppliers arising out of or relating to this Agreement shall be referred, by any party involved in connection with this contract the dispute, to the representatives of the parties specified in the Detailed Collaboration Plan. 12.2 If the dispute cannot be resolved by the parties' representatives nominated under Clause 12.1 within a maximum of five (5) Working Days (or such other time as otherwise agreed in writing by the performanceparties) after it has been referred to them under Clause 12.1, validity or enforceability of it (“Dispute”) then except as expressly provided in this contractwhere a party seeks urgent injunctive relief, the Parties parties shall follow refer it to mediation pursuant to the procedure set out in this clauseClause 12.3 unless the Authority considers (acting reasonably and considering any objections to mediation raised by the other parties) that the dispute is not suitable for resolution by mediation. 12.3 The procedure for mediation and consequential provisions relating to mediation are as follows: 24.1.1 either Party 12.3.1 a neutral adviser or mediator (the Mediator ) shall give be chosen by agreement between the parties or, if they are unable to agree upon a Mediator within ten (10) Working Days after a request by one party to the other written notice parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, any party shall within ten (10) Working Days from the date of the Disputeproposal to appoint a Mediator or within ten (10) Working Days of notice to the parties that he is unable or unwilling to act, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service apply to the Chairman of the Dispute NoticeLaw Society to appoint a Mediator; 12.3.2 the parties shall within ten (10) Working Days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held; 12.3.3 unless otherwise agreed by the parties in writing, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the parties in any future proceedings; 12.3.4 if the parties reach agreement on the resolution of the dispute, the HEE Representative agreement shall be reduced to writing and shall be binding on the Provider Representative shall attempt in good faith to resolve the Disputeparties once it is signed by their duly authorised representatives; 24.1.2 12.3.5 failing agreement, any of the parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to this Agreement without the prior written consent of all the parties; and 12.3.6 if the HEE Representative and Provider Representative are for any reason unable parties fail to resolve reach agreement in the Dispute structured negotiations within thirty twenty (3020) days of service Working Days of the Dispute NoticeMediator being appointed, or such longer period as may be agreed by the Dispute shall be referred to a Director of HEE and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for parties, then any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall dispute or difference between them may be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR noticecourts. 24.2 No Party may commence any court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to 12.4 The parties must continue to participate in perform their respective obligations under this Agreement and under their respective Contracts pending the mediation before the expiration resolution of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11a dispute.

Dispute Resolution Procedure. 24.1 If a dispute arises out of or in connection with this contract or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this contract, 16.1. This Dispute Resolution Procedure shall be engaged and operated by the Parties shall follow in the procedure spirit of partnering set out in this clause:IIAA. 24.1.1 either Party shall give 16.2. For the avoidance of doubt, this Dispute Resolution Procedure is intended by the Parties to comply with and augment the other written notice provisions of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documentsWET Act relating to arbitration. 16.3. On service Any disagreement or dispute concerning this IIAA shall be first referred to a meeting of each of the Dispute Notice, Parties who is involved in the HEE Representative and the Provider Representative disagreement or dispute who shall attempt in enter into good faith negotiations to resolve the Dispute;matter. 24.1.2 if 16.4. In the HEE Representative event that the disagreement or dispute is not resolved within a reasonable period of the Parties in clause 16.3 above taking the action set out in clause 16.3 above, the disagreement or dispute shall be referred 16.4.1. to a joint meeting with the Hertfordshire Leaders and Provider Representative are for any reason unable the Chief Executives Group of each of the Parties involved; and/or 16.4.2. to the HWP who shall all enter into good faith negotiations to resolve the Dispute within thirty (30) days of service matter. 16.5. In the event that on the expiry of the Dispute Notice, period of 28 days from the Dispute date of the referral under clause 16.4 above or such longer period as the Parties may agree the dispute remains unresolved it shall be referred to a Director mediator appointed by the Centre of HEE Effective Dispute Resolution (“the Mediator”). 16.6. The Mediator shall determine the rules and procedures by which the mediation shall be conducted save that: 16.6.1. each Party shall be entitled to make a senior director written statement of its case to the Mediator prior to the commencement of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute mediation provided that such statement shall be referred provided to the CEO of HEE and Mediator not less than 14 days or such other period as may be agreed by the CEO of Mediator before the Provider who shall attempt in good faith mediation is to resolve itcommence; and 24.1.4 if 16.6.2. within 14 days of the CEO conclusion of HEE the mediation the Mediator shall provide a written report to the Parties which report shall set out the nature of the dispute and the CEO nature of its resolution if any. 16.7. The Mediator shall be entitled to be paid his reasonable fee which the Parties to the dispute shall pay in equal shares. 16.8. No Party shall be entitled to commence litigation or arbitration proceedings until the completion of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR noticethis clause 16. 24.2 No Party may commence any court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 If a 25.1 Any dispute arises or differences arising out of or in connection with this contract Contract (a "Dispute") (whether such disputes are in contract, tort or arise out of or under any rule of the performancecommon law or equity or under any statute) may be resolved pursuant under this Clause 25. 25.2 The Parties shall each use reasonable endeavours to resolve a Dispute by means of prompt, validity or enforceability bona fide discussion between the Contract Manager and the Council's Representative at the review meetings held under Clause 14 (Review Meetings). 25.3 In the event that a Dispute is not resolved within seven (7) Days of it (“Dispute”) then except as expressly provided in this contract, the Parties shall follow the procedure set out in this clause: 24.1.1 either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative and the Provider Representative shall attempt in good faith to resolve the Dispute; 24.1.2 if the HEE Representative and Provider Representative are for any reason unable to resolve the Dispute within thirty (30) days of service of the Dispute Notice, the Dispute shall be having been referred to a Director of HEE and a senior director review meeting, then either Party may refer it to Chief Executive of the Service Provider who shall attempt in good faith to resolve it; 24.1.3 if and Senior Executive of the Director of HEE Council for resolution and the senior director of the Provider are same shall meet for any reason unable to resolve the Dispute discussion within thirty seven (307) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, Days thereafter or such longer period as the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Proceduremay agree. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR notice. 24.2 No Party may commence any court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service as a result of the ADR noticemeetings referred to in Clause 25.4 Within fourteen (14) Days of the appointment of an Expert, the Parties shall meet with the Expert in order to agree in good faith a programme for the exchange of information and the structure to be adopted for the mediation process. 25.5 If the Parties accept the Expert's recommendations or otherwise reach agreement on the resolution of the Dispute, such agreement shall be put into writing and, once signed by the Council's Representative and the Contract Manager, shall be binding on the Parties. 25.6 No reference of any Dispute to an Expert pursuant to this Clause 25 shall relieve either Party fails from any liability for the due and punctual performance of its obligations under this Contract. Notwithstanding the foregoing provision of this Clause 25, either Party shall have the right to participate seek appropriate injunctive relief against the other in an appropriate court having jurisdiction in England and Wales and, provided such court is satisfied that the proceedings have not been brought frivolously or to continue to participate in the mediation before the expiration vexatiously, all aspects of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved dealt with by the courts of England such court and Wales in accordance with clause 46.11not under this Clause 25.

Dispute Resolution Procedure. 24.1 If a dispute arises 32.1 All disputes and differences arising out of or in connection with this contract Agreement and any Contract, (a Dispute) shall be resolved pursuant to the terms of this Clause 32. In this Clause 32, Mediation means mediation carried out under Clause 32.7, and Action shall mean Court proceedings. 32.2 The parties shall each use reasonable commercial endeavours to resolve any Dispute by means of prompt, bona fide discussion between the Agreement Representatives appointed under clause 20 above. If either party, acting reasonably, considers that discussions between the Agreement Representatives are not resolving or are unlikely to resolve the performanceDispute it shall be entitled to escalate the Dispute by referring it to, validity in the case of ITC the Chief Operations Officer and, in the case of the Customer, a Director (the Senior Executives).‌ 32.3 The parties shall each use reasonable commercial endeavours to resolve any Dispute which is referred to the Senior Executives by means of prompt, bona fide discussion between the Senior Executives. 32.4 It shall be a condition precedent to the commencement of Mediation or enforceability an Action (unless and to the extent that Clause 32.11 applies) that the discussion described in Clauses 32.2 and 32.3 shall have occurred. Further, whilst discussions under ▇▇▇▇▇▇▇ 32.2 and 32.3 are continuing, and unless either party notifies the other in writing that it wishes to abandon informal, internal methods for resolving the Dispute or Clause 32.11 applies, neither party shall refer the Dispute concerned to Mediation. 32.5 It shall be a condition precedent to the commencement of it (“any Action that the parties shall first have referred their Dispute”) then except as expressly provided in this contract, the Parties subject to Clause 32.11, to Mediation.‌ 32.6 Mediation shall follow the procedure set out in this clause: 24.1.1 be commenced by either Party shall give to party serving on the other written notice to mediate (a Notice to Mediate) which notice shall set out in summary form the issues in the Dispute. 32.7 Mediation shall be conducted using a sole mediator (the Neutral) (such expression not to exclude the presence of a pupil mediator) in or substantially in accordance with CEDR's Model Mediation Procedure (the MMP) for the time being in use. The Neutral shall be a CEDR registered mediator agreed between the parties, or in default of agreement within ten Business Days of the Disputedate of Notice to Mediate, setting out its nature appointed by CEDR. 32.8 The parties agree to co-operate fully, promptly and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative and the Provider Representative shall attempt in good faith with CEDR and the Neutral in the performance of their obligations under this Clause 32 including the doing of all such acts and the signing of such mediation agreement and all such documents as CEDR or the Neutral may reasonably require to resolve give effect hereto. Any breach or default by either party of this Clause shall forthwith release the Dispute; 24.1.2 if other party from further compliance with this Clause and the HEE Representative and Provider Representative are for any reason unable Mediation shall be deemed to resolve the Dispute within thirty (30) days of service be abandoned. The obligations of the Dispute Notice, parties pursuant to any mediation agreement signed between them and under the Dispute MMP shall be referred continue save for all obligations to a Director of HEE attend at and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR notice. 24.2 No Party may commence any court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before process. 32.9 Unless agreed otherwise in any Mediation, each party shall bear its own costs of such Mediation. 32.10 If and to the expiration extent that the parties do not resolve any Dispute or any issue therein following the application of this Clause 32 either party shall be at liberty to issue and serve a claim form in respect of an Action relating to the said period Dispute. 32.11 Mediation and the procedure referred to in Clause 32.2 shall not be a condition precedent to an Action in relation to any Dispute:‌ 32.11.1 which under the terms of thirty this Agreement or any rule of law, the parties must refer to any court or arbitral or other tribunal: or 32.11.2 in which either party requires either: (30a) Business Daysan order or award (whether interim or final) restraining the other party from doing any act or compelling the other party to do any act; or‌ (b) a judgment for a liquidated sum to which there is no arguable defence provided that, in any Action commenced in reliance upon this Clause 32.11.2(b)(ii), it shall be a condition precedent to the taking of any step in the Action that the defendant should have permission to defend the Action. 32.12 Subject to the provisions of this Agreement enabling termination of any Contract, performance of such Contract shall continue during discussions, Mediation, or any Action pursuant to the mediation terminates before the expiration foregoing provisions of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11this Clause 32.

Dispute Resolution Procedure. 24.1 If 57.1 Any dispute relating to the Agreement shall be dealt with in accordance with this Clause 57. 57.2 In the event of any dispute arising under this Agreement, including a dispute arises out as to the validity of or in connection with this contract or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this contractAgreement, the Parties shall follow continue their performance of this Agreement (unless the procedure set out Parties agree in this clause:writing not to do so). 24.1.1 either 57.3 Any dispute shall be referred in the first instance to the Joint Management Board which shall endeavour to resolve the dispute within 28 (twenty eight) days. If no resolution is possible within 28 (twenty eight) days, the dispute shall be referred to the Chief Executive Officer of the Trust and the Strategic Director of the Council. 57.4 If, following referral of the dispute in accordance with Clause 57.3, the dispute still has not been resolved after 14 (fourteen) days of being referred to the Chief Executive Officer of the Trust and the Strategic Director of the Council, disputes shall be dealt with in accordance with Clauses 57.5 and 57.6. 57.5 Either Party shall give may serve notice in writing (the “Mediation Notice”) to the other written notice requiring mediation of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documentsdispute. On service of the Dispute Notice, the HEE Representative and the Provider Representative The Parties shall attempt in good faith to resolve the Dispute; 24.1.2 if the HEE Representative and Provider Representative are for any reason unable to resolve the Dispute within thirty (30) 5 days of service of the Mediation Notice seek to agree the mediator to be used for the mediation. In the event the Parties cannot agree a mediator in accordance with this Clause 57.5, either Party may write to the Centre for Dispute NoticeResolution (“CEDR”) requesting that it nominate a mediator. The Parties hereby agree to use whichever mediator CEDR nominate, save where such mediator is unavailable to commence the mediation in accordance with Clause 57.6, in which case either Party may write to the CEDR requesting that it nominate an alternative mediator 57.6 The mediation shall commence within 28 days of the Mediation Notice being served. The Parties shall co-operate with any person appointed as mediator, providing him with such information and other assistance as he shall require and shall pay his costs as he shall determine or, in the absence of such determination, such costs shall be shared equally. 57.7 If, following referral of the dispute in accordance with Clause 57.5, the Dispute dispute still has not been within twenty eight (28) days of being referred disputes shall be dealt with in accordance with Clauses 57.8 to 57.13. 57.8 All disputes, to the extent not finally resolved pursuant to Clauses 57.1 to 57.6 shall be referred to a Director of HEE and a senior director arbitration pursuant to the following: 57.8.1 the arbitration shall be governed by the provisions of the Provider who shall attempt in good faith to resolve itArbitration ▇▇▇ ▇▇▇▇; 24.1.3 if 57.8.2 the Director party initiating the arbitration shall give a notice of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) arbitration to the other Party to party (the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30"Arbitration Notice") days after the date of the ADR notice. 24.2 No Party may commence any court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.stating:

Dispute Resolution Procedure. 24.1 During any dispute, including a dispute as to the validity of the Contract, it is mutually agreed that the Provider shall continue its performance of the provisions of the Contract (unless the Council requests in writing that the Provider does not do so). If a dispute arises out of or in connection with this contract or between the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this contract, the Parties shall follow the procedure set out in this clause: 24.1.1 either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative Council and the Provider Representative in relation to any matter which cannot be resolved by the Nominated Representative(s), as detailed in Schedule A, either of the parties may refer such dispute to the Dispute Resolution Procedure. In the first instance each of the Council and the Provider shall attempt arrange for a more senior representative (e.g. Service Manager) who has Council to settle the dispute to meet solely in good faith order to resolve the Dispute; 24.1.2 if matter in dispute. Such meeting(s) shall be conducted in such manner and at such venue as agreed between the HEE Representative and Provider Representative are for any reason unable parties (including a meeting conducted over the telephone) as to promote a consensual resolution of the dispute in question. If the meeting(s) referred to in Clause 1.3 does not resolve the Dispute within thirty (30) days of service of the Dispute Notice, the Dispute shall be referred to a Director of HEE and a senior director of the Provider who shall attempt matter in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, question then the Parties shall will attempt to settle it by mediation in accordance with the CEDR Centre for Effective Dispute Resolution ("CEDR") Model Mediation Procedure. Unless otherwise Procedure or any other model mediation procedure as agreed between by the Parties, the mediator shall be nominated by CEDR. To initiate mediation the mediation, a Party must serve Parties may give notice in writing (“ADR notice”a "Mediation Notice") to the other Party to the Dispute, requesting a mediation. A copy mediation of the ADR notice should be sent dispute and shall send a copy thereof to CEDRCEDR or an equivalent mediation organisation as agreed by the Parties asking them to nominate a mediator. The mediation shall start not later than thirty commence within 28 days of the Mediation Notice being served; Neither Party will terminate such mediation until each of them has made its opening presentation and the mediator has met each of them separately for at least one hour. Thereafter paragraph 14 of the Model Mediation Procedure will apply (30) or the equivalent paragraph of any other model mediation procedure agreed by the Parties); Neither Party to the mediation will commence legal proceedings against the other until 30 days after the date such mediation of the ADR notice. 24.2 No Party may commence dispute in question has failed to resolve the dispute. The Parties will co- operate with any court proceedings under clause 46.11 (person appointed as mediator providing him with such information and other assistance as he shall require and will pay his costs, as he shall determine or in relation the absence of such determination such costs will be shared equally; If CEDR does not produce a result agreed by both parties then an arbitrator is to be appointed by agreement with both parties. If the parties are unable to agree on an arbitrator one is to be appointed by reference to the whole or part Chartered Institute of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delayArbitrators. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 13.1 If a dispute arises out of or in connection with this contract or between the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this contract, the Parties shall follow the procedure set out in this clause: 24.1.1 either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative Council and the Provider Representative shall attempt Education Institution in good faith relation to any matter, every effort will be made to resolve the Dispute;issue at a local level. However, if this cannot be resolved by the Service Manager and the Contract Manager either of them may refer such dispute to the Dispute Resolution Procedure set out below. 24.1.2 if 13.2 In the HEE Representative first instance each of the Council and Provider Representative are the Education Institution shall arrange for any reason unable a more senior representative than those referred to in Clause 13.1 to meet solely in order to resolve the Dispute matter in dispute. Such meeting(s) shall take place within thirty (30) 21 days of service the date of the Dispute Noticecommencement of the relevant dispute, the Dispute shall be minuted and shall be chaired by the Council (but the chairman shall not have a casting vote). Such meeting(s) shall be conducted in such manner and at such venue (including a meeting conducted over the telephone) as to promote a consensual resolution of the dispute in question at the discretion of the chairman. 13.3 If the meeting(s) referred to a Director of HEE and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to Clause 13.2 does not resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt matter in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, question then the Parties shall will attempt to settle it by mediation in accordance with the CEDR Centre for Effective Dispute Resolution ("CEDR") Model Mediation Procedure. Unless otherwise Procedure or any other model mediation procedure as agreed between by the Parties, the mediator shall be nominated by CEDR. To initiate mediation the mediation, a Party must serve Parties may give notice in writing (“ADR notice”a "Mediation Notice") to the other Party to the Dispute, requesting a mediation. A copy mediation of the ADR notice should be sent dispute and shall send a copy thereof to CEDRCEDR or an equivalent mediation organisation as agreed by the Parties asking them to nominate a mediator. The mediation shall start not later than thirty commence within 28 days of the Mediation Notice being served. Neither Party will terminate such mediation until each of them has made its opening presentation and the mediator has met each of them separately for at least one hour. Thereafter paragraph 14 of the Model Mediation Procedure will apply (30) or the equivalent paragraph of any other model mediation procedure agreed by the Parties). Neither Party to the mediation will commence legal proceedings against the other until 30 days after the date such mediation of the ADR notice. 24.2 No Party may commence dispute in question has failed to resolve the dispute. The Parties will co-operate with any court proceedings under clause 46.11 (in relation to person appointed as mediator providing him with such information and other assistance as the whole mediator shall require and will pay the costs, as the mediator shall determine or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration absence of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall such determination such costs will be finally resolved by the courts of England and Wales in accordance with clause 46.11shared equally.

Dispute Resolution Procedure. 24.1 If a dispute arises (a) Neither Seller nor Buyer shall assert any claim arising out of or relating to this Agreement (except with respect to claims submitted to the Mediator under Section 3.3(c) unless: (i) except for claims arising under or in connection with this contract respect of Sections 2.4, 2.5, 2.6 or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this contract11.1(d), the Parties amount in dispute with respect to any claim exceeds $10,000; (ii) the aggregate amount of all liabilities and damages collected by Buyer or Seller (as the case may be) shall follow not exceed the procedure set out Amount of Premium; and (iii) except for claims arising in this clause: 24.1.1 either Party shall give to respect of Sections 2.4, 2.5 or 2.6, the other notification required by Section 11.3(b) (if any) is given on or before the first anniversary of the Closing Date, and, if no notification is required by Section 11.3(b) written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service claim is given on or before the third anniversary of the Dispute Notice, the HEE Representative and the Provider Representative Closing Date. (b) The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiations, as follows. Either party may give the Dispute; 24.1.2 if other party written notice of any dispute not resolved in the HEE Representative normal course of business. Executives of both parties at comparable levels at least one step above the personnel who have previously been involved in the dispute shall meet at a mutually acceptable time and Provider Representative are for any reason unable place within ten (10) days after delivery of such notice, and thereafter as often as they reasonably deem necessary, to exchange relevant information and to attempt to resolve the Dispute dispute. If the matter has not been resolved by these persons within thirty (30) days of service of the Dispute Noticedisputing party's notice, or if the parties fail to meet within ten (10) days, the Dispute dispute shall be referred to a Director more senior executives of HEE both parties who have authority to settle the dispute and a senior director of the Provider who shall likewise meet to attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days dispute. All negotiations under this section are confidential and shall be treated as compromise and settlement negotiations for purposes of it being referred the Federal Rules of Evidence, state rules of evidence, and common law. The procedures set forth above will be followed in advance of litigation of any dispute between the parties; nevertheless, either party may seek a preliminary injunction or other provisional judicial relief if in its reasonable judgment such an action is necessary to themavoid irreparable damage or to preserve the status quo. Despite any such action, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR notice. 24.2 No Party may commence any court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to parties will continue to participate in good faith in the mediation before procedures set forth in this section. (c) Neither party shall have any liability for lost profits or punitive damages with respect to any claim arising out of or relating to this Agreement. The sole recourse and remedy of a party hereto for breach of this Agreement by the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute other party hereto shall be finally resolved against such other party and its assets, and no officer, director, employee, stockholder or affiliate of any party shall be liable at law or in equity for the breach by the courts such party of England and Wales in accordance with clause 46.11any of its obligations under this Agreement.

Dispute Resolution Procedure. 24.1 If a dispute arises 12.1 All disputes between any of the parties arising out of or relating to this Agreement shall be referred, by any party involved in connection with this contract the dispute, to the representatives of the parties specified in the Cooperation Plan. 12.2 If the dispute cannot be resolved by the parties' representatives nominated under Clause 12.1 within a maximum of five (5) Working Days (or such other time as otherwise agreed in writing by the performanceparties) after it has been referred to them under Clause 12.1, validity or enforceability of it (“Dispute”) then except as expressly provided in this contractwhere a party seeks urgent injunctive relief, the Parties parties shall follow refer it to mediation pursuant to the procedure set out in this clauseClause 12.3 unless the Contracting Body considers (acting reasonably and considering any objections to mediation raised by the other parties) that the dispute is not suitable for resolution by mediation. 12.3 The procedure for mediation and consequential provisions relating to mediation are as follows: 24.1.1 either Party 12.3.1 a neutral adviser or mediator (the “Mediator”) shall give be chosen by agreement between the parties or, if they are unable to agree upon a Mediator within ten (10) Working Days after a request by one party to the other written notice parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, any party shall within ten (10) Working Days from the date of the Disputeproposal to appoint a Mediator or within ten (10) Working Days of notice to the parties that he is unable or unwilling to act, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service apply to the Chairman of the Dispute NoticeLaw Society to appoint a Mediator; 12.3.2 the parties shall within ten (10) Working Days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held; 12.3.3 unless otherwise agreed by the parties in writing, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the parties in any future proceedings; 12.3.4 if the parties reach agreement on the resolution of the dispute, the HEE Representative agreement shall be reduced to writing and shall be binding on the Provider Representative shall attempt in good faith to resolve the Disputeparties once it is signed by their duly authorised representatives; 24.1.2 12.3.5 failing agreement, any of the parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to this Agreement without the prior written consent of all the parties; and 12.3.6 if the HEE Representative and Provider Representative are for any reason unable parties fail to resolve reach agreement in the Dispute structured negotiations within thirty twenty (3020) days of service Working Days of the Dispute NoticeMediator being appointed, or such longer period as may be agreed by the Dispute shall be referred to a Director of HEE and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for parties, then any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall dispute or difference between them may be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR noticecourts. 24.2 No Party may commence any court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to 12.4 The parties must continue to participate in perform their respective obligations under this Agreement and under their respective Call-Off Agreements pending the mediation before the expiration resolution of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11a dispute.

Dispute Resolution Procedure. 24.1 11.1 If a dispute any Dispute arises out of or in connection with this contract or the performanceAgreement, validity or enforceability of it (“Dispute”) then except as expressly provided in this contract, the Parties shall follow the procedure set out in this clause: 24.1.1 either Party shall may give notice to the other written notice of the Dispute, setting out its nature and full particulars Party in writing (“Dispute Notice”)) that a Dispute has arisen. The Parties shall first attempt to settle the Dispute, together in good faith, through negotiation between the Service Provider’s Representative and the Client’s Representative. 11.2 If the Dispute cannot be resolved by the Service Provider’s Representative and the Client’s Representative within five Business Days of the issue of the Dispute Notice, each Party shall refer the Dispute to their respective directors who have responsibility for contract management for resolution. 11.3 If the Parties’ respective directors with relevant supporting documents. On service responsibility for contract management are unable, or fail, to resolve the Dispute within 15 Business Days of the date of issue of the Dispute Notice, the HEE Representative and Service Provider shall refer the Provider Representative shall attempt in good faith Dispute to resolve their Accountable Officers. 11.4 If the Dispute; 24.1.2 if the HEE Representative and Provider Representative Client’s Accountable Officers are for any reason unable unable, or fail, to resolve the Dispute within thirty (30) days a further 10 Business Days of service the date of issue of the Dispute Notice, the Parties shall refer the Dispute to mediation: 11.4.1 by NHS England (where the Service Provider is hosted within NHS England and/or where both Parties are a Health Service Body; or 11.4.2 by the Centre for Effective Dispute Resolution (“CEDR”) Model Mediation Procedure. 11.5 The following provisions shall apply to any such reference to mediation pursuant to sub-clause 11.4.1: 11.5.1 both Parties shall, immediately on such referral, co-operate fully, promptly and in good faith with the agreed mediator and shall do all such acts and sign all such documents as the agreed mediator may reasonably require to give effect to such mediation; 11.5.2 such mediation shall be conducted in accordance with good mediation practice, shall commence by either Party serving on the other written notice setting out, in summary form, the issues in dispute and shall take place within 10 Business Days of such notice being served. 11.6 Mediation under sub-clause 11.4.2 will follow the mediation process of CEDR. 11.7 If the Parties are unable to settle the Dispute through mediation within 30 Business Days of the initiation of the mediation procedure then the Dispute will be referred to arbitration pursuant to the procedures set out in Clause 11.8 below. 11.8 Following the Dispute being referred to arbitration, such arbitration shall: 11.8.1 be conducted by NHS England (specifically, NHS England’s Commissioning Development Director) where the Service Provider is hosted within NHS England and/or where both Parties are a Health Service Body and take place within 10 Business Days of such arbitration commencing; or 11.8.2 be conducted in accordance with the Chartered Institute of Arbitrators procedural rules in force at the date that the Dispute was referred to arbitration, be governed by the provisions of the Arbitration Act 1986 and be conducted by a sole arbitrator to be agreed between the Parties. If the Parties fail to agree the appointment of an arbitrator within fourteen days of the Dispute being referred to arbitration, or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the Chartered Institute of Arbitrators, 11.8.3 take place within 10 Business Days of such arbitration commencing; 11.8.4 be binding on the Parties. 11.9 The costs of any mediation or arbitration under the provisions of this Clause 111 shall be shared equally by the Parties. 11.10 Neither Party shall be prevented from, or delayed in, terminating this Agreement pursuant to the provisions of Clause 15 or seeking from any court of competent jurisdiction orders for specific performance or interlocutory or injunctive relief or interim order restraining the other Party from doing any act or compelling the other Party to do any act as a result of the terms of this Clause 11. 11.11 [Subject to clause 11.10, the Parties shall not institute court proceedings until the procedures set out in clauses 11.1 to 11.8 have been completed.] [DN: Include this clause and not 11.11 where the Client is an NHS Organisation] 11.12 [If for any reason the Dispute is not resolved within [NUMBER] Business Days of commencement of the mediation, the Dispute shall be referred to a Director of HEE and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR notice. 24.2 No Party may commence any court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.23.2,] [DN: Include this clause and not 11.11 if the Client is a private organisation]

Dispute Resolution Procedure. 24.1 If a Any dispute arises or matter in difference arising out of or in connection with this contract Agreement, including in relation to Charges or the performance, validity or enforceability of it invoices (“Dispute”) then except as expressly provided shall be treated in this contract, the Parties shall follow the procedure set out in accordance with this clause: 24.1.1 either Party shall give to the other written notice 11.1 representatives of each of the Dispute, setting out its nature and full particulars parties to this Agreement (the “Dispute NoticeParties” or each “Party”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative and the Provider Representative ) shall attempt in good faith seek to resolve the Dispute; 24.1.2 if 11.2 in the HEE Representative and Provider Representative are for event that any reason unable matter cannot be resolved by the representatives any Party may refer the Dispute to the appropriate directors of the Parties (together the “Executives”) 11.3 the Executives shall seek to resolve the Dispute matter within thirty (30) days of service of the Dispute Notice, the Dispute shall be referred to a Director of HEE and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) 20 days of it being referred to them, the Dispute them and shall be referred as soon as reasonably practicable and in any event no later than 7 days after a written request from any Party to the CEO of HEE and the CEO of the Provider who shall attempt other, meet in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable use all reasonable endeavours to resolve the Dispute 11.4 for the purposes of this clause, the date on which the Dispute within thirty (30) days arose will be the date on which a Party notifies the others in writing that a Dispute has arisen 11.5 for the avoidance of it being doubt, unless a Party terminates the operation of this Agreement, in the event of a Dispute, each Party will remain obliged to fulfil all of the obligations under this Agreement, and the undisputed element of any disputed invoice will be paid in accordance with this Agreement 11.6 all negotiations pursuant to this clause shall be conducted in strict confidence. Those negotiations shall be without prejudice to the rights of the Parties and shall not be used in evidence or referred to them, in any way without the prior written consent of the Parties shall attempt in any future court proceedings 11.7 no Party may commence court proceedings in relation to any Dispute until they have attempted to settle it by mediation in accordance with this clause 11.8 if the CEDR Model Mediation Procedure. Unless otherwise agreed between Customer fails to engage in the Partiesdispute resolution procedure in accordance with this clause 11, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) Customer waives its right to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR notice. 24.2 No Party may commence file any court proceedings under clause 46.11 (claim against Wavenet in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.any Dispute

Dispute Resolution Procedure. 24.1 26.1 If a dispute arises out of or in connection with this contract Agreement or the performance, validity validity, or enforceability of it (“Dispute”) then except as expressly provided in this contractAgreement, the Parties shall follow the procedure set out in this clauseClause 26: 24.1.1 (a) either Party shall give to the other a written notice notice, informing of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documentsarisen dispute. On service Following the receipt of the Dispute Noticedispute notice, the HEE ROL Authorized Representative and the Provider Client Authorized Representative shall attempt in good faith to resolve the Disputedispute; 24.1.2 (b) if the HEE ROL Authorized Representative and Provider Client Authorized Representative are for any reason unable to resolve the Dispute within thirty (30) days of service of the Dispute Noticedispute, the Dispute shall be referred to a Director of HEE and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute dispute shall be referred to the CEO members of HEE senior leadership from each of ROL and the CEO of the Provider Client, designated to resolve major business issues, who shall attempt in good faith to resolve it; and 24.1.4 (c) if the CEO of HEE and the CEO of the Provider designated senior leadership members are for any reason unable to resolve the Dispute dispute within thirty fifteen (3015) days Business Days of it being referred to them, or another time period agreed between the leadership members, the Parties shall will attempt to settle it by mediation in accordance with the CEDR Model Rules for Mediation Procedureof the Stockholm Chamber of Commerce (“SCC”). Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDRSCC. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Disputedispute, requesting a mediation. A copy of the ADR notice should shall be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR noticeSCC, requesting mediation. 24.2 (d) The Parties may agree in writing to an alternative mediation procedure and/or process than as set out in this Clause 26.1(c) 26.2 No Party may commence any court proceedings under clause 46.11 (the Clause in this Agreement titled “Jurisdiction” in relation to the whole or part of the Dispute dispute until thirty twenty (3020) Business Days days after service of mediation under the ADR noticeSCC was initiated requestion mediation, provided that the right to issue proceedings is not prejudiced by a delay. This Clause will not apply where a Party is seeking urgent interlocutory relief. 24.3 26.3 If the Dispute dispute is not resolved within thirty forty (3040) Business Days days after service of mediation under the ADR noticeSCC was initiated, or either Party fails to participate or to continue to participate in the mediation before the expiration within twenty (20) days of the said period of thirty (30) Business Daysmediation commencing, or the mediation terminates before the expiration of the said periodperiod of twenty (20) days, the Dispute dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11the Clause in this Agreement titled “Jurisdiction”.

Dispute Resolution Procedure. 24.1 If 40.1 The parties shall attempt, in good faith, to resolve any Dispute promptly by negotiation which shall be conducted as follows: (a) if a dispute Dispute arises out in the opinion of or in connection with this contract or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this contracteither party, the Parties shall follow the procedure set out party in this clause: 24.1.1 either Party shall question may give written notice to the other written notice party that the dispute has arisen (Dispute Notice); (b) the Dispute shall be referred, by the referring party, first to the Implementation Services Managers or Operational Services Managers of each of the Disputeparties for resolution; (c) if the Dispute cannot be resolved by the Implementation Services Managers or Operational Services Managers of the parties within 14 days after the Dispute has been referred to them, setting out its nature either party may refer the Dispute to the Council's Representative and full particulars (“the Supplier's Representative for resolution. 40.2 If the Council's Representative and the Supplier's Representative are unable, or fail, to resolve the Dispute Notice”)within 14 days following referral of the Dispute to them, together the parties may attempt to resolve the Dispute by mediation in accordance with relevant supporting documents. On service clause 40.3. 40.3 If, within 30 days of the Dispute Notice, the HEE Representative parties have failed to agree on a resolution, either party may refer any Dispute for mediation pursuant to this clause 40.3, but neither shall be a condition precedent to the commencement of any court proceedings, and either party may issue and commence court proceedings prior to or contemporaneously with the Provider Representative commencement of mediation. The following provisions shall attempt apply to any such reference to mediation: (a) the reference shall be a reference under the Model Mediation Procedure (MMP) of the Centre of Dispute Resolution (CEDR) for the time being in force; (b) both parties shall, immediately on such referral, co-operate fully, promptly and in good faith with CEDR and the mediator and shall do all such acts and sign all such documents as CEDR or the mediator may reasonably require to resolve the Dispute; 24.1.2 if the HEE Representative and Provider Representative are for any reason unable give effect to resolve the Dispute within thirty (30) days of service of the Dispute Noticesuch mediation, including an agreement in, or substantially in, the Dispute shall be referred to a Director form of HEE and a senior director of CEDR's Model Mediation Agreement for the Provider who shall attempt time being in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve itforce; and 24.1.4 if (c) to the CEO of HEE and the CEO extent not provided for by such agreement of the Provider are for any reason unable to resolve MMP: (i) the Dispute within thirty (30) days of it being referred to themmediation shall commence by either party serving on the other written notice setting out, in summary form, the Parties issues in dispute and calling on that other party to agree the appointment of a mediator; and (ii) the mediation shall attempt to settle it be conducted by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise a sole mediator agreed between the Partiesparties or, in default of agreement, appointed by CEDR. 40.4 Notwithstanding clause 40.3, if and to the extent that the parties do not resolve any Dispute or any issue in the course of any mediation, either party may commence or continue court proceedings in respect of such unresolved Dispute or issue. 40.5 Nothing in this clause 40 shall prevent either party from instigating legal proceedings where an order for an injunction, disclosure or legal precedent is required. 40.6 Without prejudice to the Council's right to seek redress in court, the mediator Supplier shall be nominated by CEDR. To initiate continue to provide the mediation, a Party must serve notice in writing (“ADR notice”) Services and to perform its obligations under this agreement notwithstanding any Dispute or the other Party to the Dispute, requesting a mediation. A copy implementation of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR noticeprocedures set out in this clause 40. 24.2 No Party may commence any court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 If a dispute arises 10.1 All disputes between any of the Parties arising out of or relating to this Agreement shall be referred, by any Party involved in connection with the dispute, to the parties specified in the Detailed Transition Plan acting as a joint body for dispute resolution. 10.2 If the dispute cannot be resolved by the Parties’ representatives nominated under ▇▇▇▇▇▇ 10.1 within a maximum of seven (7) days (or such other time as otherwise agreed in writing by the Parties) after it has been referred to them under Clause 10.1 then: 10.2.1 if the dispute is of a technical nature or is expressed by this contract or Agreement to be subject to expert determination, by agreement between the performance, validity or enforceability of Parties it may be referred for final determination to an expert (referred to in this Clause as the “DisputeNeutral Adviser”) then except who shall be deemed to act as expressly provided in this contract, expert and not as arbitrator; or 10.2.2 the Parties shall follow the procedure set out in this clause: 24.1.1 either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative and the Provider Representative shall attempt in good faith to resolve the Dispute; 24.1.2 if the HEE Representative and Provider Representative are for any reason unable to resolve the Dispute within thirty (30) days of service of the Dispute Notice, the Dispute shall be referred to a Director of HEE and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall will attempt to settle it the dispute by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise Procedure or failing that it shall be determined pursuant to Clause 12.10. 10.3 The Neutral Adviser shall be selected by the agreement of the Parties or, failing agreement, within seven (7) days after a request by one Party to the others, shall be chosen at the request of any Party by the President for the time being of the Chartered Institute of Arbitrators who shall be requested to choose a suitably qualified and experienced Neutral Adviser for the dispute in question. 10.4 Seven (7) days after the Neutral Adviser has accepted the appointment the relevant Parties shall submit a written report on the dispute to the Neutral Adviser and to each other and seven (7) days thereafter shall submit any written replies they wish to make to the Neutral Adviser and to each other. 10.5 The relevant Parties will then afford the Neutral Adviser all necessary assistance which the Neutral Adviser requires to consider the dispute. 10.6 The Neutral Adviser shall be instructed to deliver their determination to the relevant Parties within seven (7) days (or such other period as may be agreed between the Parties, ) after the mediator submission of the written reports pursuant to Clause 10.4. 10.7 Decisions of the Neutral Adviser shall be nominated final and binding and not subject to appeal except in the case of fraud or manifest error. 10.8 The Neutral Adviser shall have the same powers to require any relevant Party to produce any documents or information to him and the other relevant Parties as an arbitrator and each relevant Party shall in any event supply to him such information which it has and is material to the matter to be resolved and which it could be required to produce on discovery. 10.9 The fees of the Neutral Adviser shall be borne by CEDR. To initiate the mediation, a Party must serve notice Parties in writing the proportions determined by the Neutral Adviser having regard (“ADR notice”amongst other things) to the other Party to the Dispute, requesting a mediation. A copy conduct of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR notice. 24.2 No Party may commence any court proceedings under clause 46.11 (relevant Parties in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delaydispute in question. 24.3 If the 10.10 Work and activity to be carried out under this Agreement shall not cease or be delayed by this Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11Resolution Procedure.

Dispute Resolution Procedure. 24.1 31.1 If a dispute arises out of or in connection with this contract agreement or the performance, validity or enforceability of it (“Dispute”) then then, except as expressly provided in this contractclause 32, the Parties parties shall follow the procedure set out in this clause: 24.1.1 (a) either Party party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative Product Owner and any Development Team [Key Member OR member] [or the Provider Representative ScrumMaster] shall attempt in good faith to resolve the Dispute; 24.1.2 (b) if the HEE Representative Product Owner and Provider Representative the relevant Development Team Key Member or the ScrumMaster are for any reason unable to resolve the Dispute within thirty ([30) ] days of service of the Dispute Notice, the Dispute shall be referred to a Director of HEE and a senior director the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE Customer and the senior director ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider Supplier who shall attempt in good faith to resolve it; and 24.1.4 (c) if the CEO of HEE and the CEO ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of the Provider Customer and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of the Supplier are for any reason unable to resolve the Dispute within thirty ([30) ] days of it being referred to them, the Parties shall parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Partiesparties, the mediator shall be nominated by CEDRCEDR Solve. To initiate the mediation, a Party party must serve notice in writing (“ADR notice”Notice) to the other Party party to the Dispute, requesting a mediation. A copy of the ADR notice Notice should be sent to CEDRCEDR Solve. The mediation shall will start not later than thirty ([30) ] days after the date of the ADR noticeNotice. 24.2 31.2 No Party party may commence any [court or arbitration] proceedings under clause 46.11 (Error! Reference source not found. in relation to the whole or part of the Dispute until thirty ([30) Business Days ] days after service of the ADR noticeNotice, provided that the right to issue proceedings is not prejudiced by a delay.] 24.3 31.3 If the Dispute is not resolved within thirty ([30) Business Days ] days after service of the ADR noticeNotice, or either Party party fails to participate or to continue to participate in the mediation before the expiration of the said such period of thirty ([30) Business Days] days, or the mediation terminates before the expiration of the said periodsuch period of [30] days, the Dispute shall be finally resolved by [the courts of England and Wales OR arbitration under the LCIA Rules] in accordance with clause 46.11.Error! Reference source not found..

Dispute Resolution Procedure. 24.1 19.1 If a any dispute arises out of or in connection with this contract or the performance, validity or enforceability of it Agreement (“Dispute”) then except save as expressly provided in this contract, the Parties shall follow the procedure set out in this clause: 24.1.1 either Party below) the parties shall give to have the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative and the Provider Representative shall attempt in good faith to resolve the Dispute; 24.1.2 if the HEE Representative and Provider Representative are for any reason unable to resolve the Dispute within thirty (30) days of service of the Dispute Notice, the Dispute shall be referred to a Director of HEE and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt option to settle it by mediation in accordance with the CEDR Centre for Effective Dispute Resolution (‘CEDR’) Model Mediation Procedure (‘the Model Procedure. Unless otherwise agreed between ’) and the Parties, following provisions of this sub-clause: 19.1.1 Either party shall give a notice (‘the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”Notice’) to the other Party to the Dispute, requesting a mediation. A mediation in accordance with this sub-clause and a copy of the ADR notice should Notice shall be sent to CEDR. ; 19.1.2 The Model Procedure shall be amended to take account of any relevant provisions in this Agreement or any other additional agreement which the parties may enter into in relation to the conduct of the mediation; 19.1.3 If there is any question on the conduct of the mediation (including as to the nomination of the mediator) upon which the parties cannot agree within fourteen (14) days from the date of the ADR Notice CEDR will at the request of either party (and after consultation with the parties) decide such question; and 19.1.4 The mediation shall start not later than thirty twenty-eight (3028) days after the date of the ADR noticeNotice. 24.2 No 19.2 In the event that such dispute cannot be resolved through mediation in accordance with clause 19.1, such dispute shall be determined by an independent chartered surveyor to be appointed by agreement between the Parties or, in the absence of such agreement, nominated upon the application of either Party may commence any court proceedings under clause 46.11 by the President (in relation or other appropriate officer) of the Royal Institution of Chartered Surveyors or where the dispute relates to the whole meaning or part construction of this Agreement or the rights of the Dispute until thirty (30) Business Days after service Parties a barrister of at least ten years’ standing experienced in dealing with agreements of this nature agreed between the Parties or nominated by the President for the time being of the ADR noticeBar Council or his Deputy. Any such independent chartered surveyor or barrister shall: 19.2.1 act as an expert; 19.2.2 afford to the Parties a reasonable opportunity to make representations (but not so as to prejudice the expert’s rights to reach his decision solely on the basis of his own expertise); 19.2.3 determine who shall bear the fees and expenses of the expert and the costs of his appointment; 19.2.4 at his discretion take advice from suitably qualified members of other professions to clarify issues which do not fall within his expertise as a chartered surveyor or barrister; and 19.2.5 if the advice of an Accountant is required, provided a suitable member of the Institute of Chartered Accountants in England and Wales shall be agreed between the Parties or in default of agreement shall be nominated by the President of the Institute (or other acting Senior Office for the time being). 19.3 The decision of the expert in accordance with clause 19.2 shall be final and binding unless within ten (10) Working Days either party gives notice that it is dissatisfied with the decision and reserves the right to issue proceedings commence proceedings. Any dispute in respect of which a notice of dissatisfaction is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute given shall be finally resolved determined by the courts Courts of England and Wales in accordance with clause 46.11or by arbitration. Any arbitrator shall be nominated by the then current President of the Law Society of England and Wales.

Dispute Resolution Procedure. 24.1 25.1 If a dispute arises out of or in connection with this contract or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this contract, the Parties shall follow the procedure set out in this clause: 24.1.1 25.1.1 either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative and the Provider Representative shall attempt in good faith to resolve the Dispute; 24.1.2 25.1.2 if the HEE Representative and Provider Representative are for any reason unable to resolve the Dispute within thirty (30) days of service of the Dispute Notice, the Dispute shall be referred to a Director of HEE and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 25.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 25.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR notice. 24.2 25.2 No Party may commence any court proceedings under clause 46.11 47.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 25.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.1147.11.

Dispute Resolution Procedure. 24.1 If a dispute arises Nothing in this Dispute Resolution Procedure shall relieve the Licensor or the Contractor from any obligation arising under or in connection with this Licence or affect the resolution of any dispute, difference or question between the Licensor and the Contractor arising out of or in connection with this contract Licence (a "Matter") and as to which the Licensor's decision is under this Agreement to be final and conclusive. For the avoidance of doubt clause Error: Reference source not found.1 shall not restrict the Licensor's ability to commence court proceedings in respect of any such Matter. Subject to clause 9.1 where any Matter cannot be resolved between the Licensor and the Contractor either of them shall be entitled, by written notice to the other, to refer the Matter to a senior representative of the Licensor and of the Contractor in accordance with clause 9.3 below. Except as strictly required to preserve the legal rights of the Licensor or of the performanceContractor (as the case may be), validity or enforceability of it (“Dispute”) then except as expressly provided in this contract, neither the Parties Licensor nor the Contractor shall follow commence court proceedings until the procedure process set out in clauses 9.2 – 9.8 has been concluded provided that nothing in this clause: 24.1.1 clause shall prevent either Party shall give party seeking interim relief or other judicial relief at any time if in its judgement such action is necessary to the other written prevent irreparable damage. Where a notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service referral has been given pursuant to clause 9.2 a senior representative of the Dispute NoticeLicensor (Grade 5 or above or a director or a person of equivalent authority) and a senior representative of the Contractor (a director or a person of equivalent authority) (each a "Senior Representative") shall meet within 15 working days from, but excluding, the HEE Representative and date when the Provider Representative shall attempt in good faith recipient receives the notice of referral, to endeavour to resolve the Dispute; 24.1.2 if the HEE Matter. Each Senior Representative and Provider may be accompanied to such meeting by such other person or persons (not to exceed three) as that Senior Representative are for any reason unable to resolve the Dispute within thirty (30) days of service of the Dispute Notice, the Dispute shall be referred to a Director of HEE and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedureconsiders appropriate. Unless otherwise agreed between the PartiesLicensor and the Contractor, the mediator Senior Representatives shall be nominated by CEDR. To initiate not have had direct operational involvement in the mediation, a Party must serve notice Matter and shall not have had direct involvement in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR notice. 24.2 No Party may commence any court proceedings under clause 46.11 (previous negotiations in relation to the whole Matter. Where the Senior Representatives are able to agree a resolution to the Matter, the Senior Representatives shall arrange for that agreement to be recorded in writing and the agreed written resolution shall be binding upon the Licensor and the Contractor. Where the Senior Representatives are unable to agree a resolution to the Matter either party ("the Requestor") may request that the other party ("the Recipient") enters into a process of mediation or part early neutral evaluation in a further effort to resolve the Matter (a "Request"). Any Request shall: be made in writing; specify which of the Dispute until thirty (30) Business Days after service two processes the Requestor wishes to use; and propose in outline the procedure to be adopted for the specified process, including provision as to timing, sharing of costs and volume of documentation, having regard to the sum in issue and the complexity of the ADR noticeMatter. The Recipient shall, provided within 15 working days from, but excluding, the date it receives the Request: determine whether it considers it appropriate to use the specified process in an effort to resolve the Matter; and send written notice of its determination to the Requestor. If the Recipient's determination is that it does not consider it appropriate to use the specified process, the Recipient shall give in its written notice brief reasons for that determination. If the Recipient's determination pursuant to clause 9.6 is that it is appropriate to use the specified process, the written notice sent pursuant to clause 9.6 shall: state which, if any, of the Requestor's outline proposals for the procedure are acceptable to the Recipient; and to the extent that the right Recipient is unable to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service agree to such outline proposals, state its outline proposals in respect of the ADR noticeprocedure, or either Party fails having regard to participate or the sum in issue and the complexity of the Matter. Such written notice may also contain proposals as to continue any matter that the Recipient considers ought to participate have been dealt with in the mediation before outline proposals in the expiration of Request, but that were not so dealt with. Where the said period of thirty (30) Business Days, or Recipient's determination under clause 9.6 is that it is appropriate to use the mediation terminates before the expiration of the said periodspecified process, the Dispute Licensor and Contractor shall be finally resolved by use reasonable endeavours to conclude an agreement to operate the courts of England and Wales in accordance with clause 46.11specified process.

Dispute Resolution Procedure. 24.1 If a dispute arises out of or in connection with this contract Grant Agreement or the performance, validity or enforceability of it (“a Dispute”) then then, except as expressly provided otherwise in this contractGrant Agreement, the Parties shall will follow the procedure set out in this clause: 24.1.1 either clause 26: a Party shall give to the other will send a written notice of the DisputeDispute to the other Party, setting out its the nature and of the Dispute, full particulars and relevant supporting documentation (“a Dispute Notice”), together with relevant supporting documents. On service receipt of the Dispute Notice, the HEE Representative Programme Director, DCMS 5G Testbeds & Trials Programme for the Authority and the Provider Representative shall First Escalation Contact for the Recipient will attempt in good faith to resolve the Dispute; 24.1.2 ; if the HEE Representative and Provider Representative Parties are for any reason unable to resolve the Dispute in accordance with clause 26.1.1 within thirty (30) days 10 Working Days of service receipt of the Dispute Notice, the Dispute shall will be referred to a Director of HEE the DCMS Senior Responsible Owner for the Authority and a senior director of the Provider Second Escalation Contact for the Recipient who shall will attempt in good faith to resolve it; 24.1.3 the Dispute; and if the Director of HEE and the senior director of the Provider Parties are for any reason unable to resolve the Dispute in accordance with clause 26.1.2 within thirty (30) days 15 Working Days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to themreferral, the Parties shall will attempt to settle it the Dispute by mediation in accordance with the CEDR Model Mediation Proceduremodel mediation procedure. Unless otherwise agreed between the Parties, the mediator shall will be nominated by CEDR. To initiate the mediation, a the Party requesting mediation must serve notice in writing (“an ADR notice”Notice) to the other Party to the Dispute, requesting with a mediation. A copy of the ADR notice should be Notice sent to CEDR. The mediation shall start not will commence no later than thirty (30) days 30 Working Days after the date of service of the ADR notice. 24.2 Notice on the other Party. Unless otherwise agreed by the Parties, CEDR, in conjunction with the appointed mediator, will make the necessary arrangements for the mediation including: nominating, and obtaining the agreement of the Parties to, the mediator; organising a suitable venue and dates for the mediation; organising exchange of documents; meeting with either or both of the Parties (and the mediator if appointed), either together or separately, to discuss any matters or concerns relating to the mediation; and general administration in relation to the mediation. No Party may commence any court proceedings under clause 46.11 (in relation to the whole or part of the any Dispute until thirty (30) Business Days 60 days after service the appointment of the ADR noticea mediator, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If delay in appointment. The Recipient will ensure that all publicity (including websites, media, press releases and other written material created, issued and/or used by the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said periodRecipient, the Dispute shall be finally resolved Project Partners and/or either of their Representatives or Affiliates) relating to the work funded by the courts Grant will comply with the Media Protocol. Without limiting the preceding, the Recipient must not release any publicity except in a form agreed in advance by the Authority. The Authority will notify the Recipient of England and Wales in accordance with clause 46.11any updates to the Media Protocol from time to time.

Dispute Resolution Procedure. 24.1 If a dispute arises out (a) Prior to the commencement of or the Work, the parties will agree upon an independent person with experience in connection design and construction matters, to be appointed by the parties as the “Referee” under this Agreement to assist with this contract or the performance, validity or enforceability resolution of it (“Dispute”) then except disputes as expressly provided in this contractSection 38. (b) If there is any dispute between the parties arising out of the Work, including the Parties shall follow the procedure set out in interpretation, of any provision of this clause: 24.1.1 Agreement, or a performance obligation of a party, or an alleged breach of this Agreement, either Party shall party may give to the other written notice of the Dispute, setting out its nature dispute to the other party and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Operator’s Representative and the Provider Province’s Representative shall will meet within 2 Business Days after the notice of dispute is given and will attempt in good faith and using reasonable efforts, to resolve the Dispute;matter. Work or Operations will, as reasonably possible, continue in the event of any dispute and the parties at all times will use reasonable efforts to avoid, or minimize any delay to the Implementation Schedule. 24.1.2 if (c) If the HEE Operator’s Representative and Provider the Province’s Representative are for any reason unable to cannot resolve the Dispute dispute within thirty (30) days 2 Business Days of service of the Dispute Noticetheir meeting, the Dispute shall be referred to a Director of HEE and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall dispute will be referred to the CEO of HEE Referee. The parties will provide the Referee with access to all information and records which the CEO Referee may decide he or she requires to investigate the dispute. Within 7 Days of the Provider who shall attempt in good faith referral, or such longer time as the parties may agree, the Referee will provide a written report setting out the Referee’s opinion as to resolve it; and 24.1.4 if the CEO of HEE and the CEO resolution of the Provider are for any reason unable to resolve dispute. (d) If either party disputes the Dispute within thirty (30) days of it being referred to themReferee’s determination, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve disputing party will give written notice in writing (“ADR notice”) to the other Party party within 10 Days of receipt of the Referee’s report, setting out fully the reasons for disagreeing with the Referee, in which event either party may, if the dispute is solely between the parties to this Agreement or if the disputing party obtains the consent of the other party and any necessary third parties to participate, refer the dispute for binding arbitration by a single arbitrator appointed and acting under the Commercial Arbitration Act (British Columbia). The arbitration will take place in Vancouver, British Columbia and will be governed by the rules of the British Columbia International Arbitration Centre, except that the Arbitrator will be agreed upon by the parties, and failing agreement by the parties, will be appointed by a Court of competent jurisdiction within the Province of British Columbia. (e) The Operator will ensure that ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc. consents to resolution of any dispute which involves ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc. pursuant to the DisputeDispute Resolution Procedure, requesting a mediation. A copy including arbitration, if necessary. (f) The costs of the ADR notice should Referee will be sent shared equally. If a dispute is referred to CEDR. The mediation shall start not later than thirty (30) days after arbitration, the date of Arbitrator will determine the ADR noticeresponsibility to pay the arbitration costs. 24.2 No Party (g) If a dispute is not subject to arbitration pursuant to Section 38(d), then either party may commence any court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delayproceedings. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 If a 17.1 The Parties shall use all reasonable endeavours to negotiate in good faith and settle amicably any dispute arises or difference of whatever nature between them arising under, out of of, or in connection with this contract Agreement (each such dispute or difference a Dispute). 17.2 Following any referral of a Dispute to the performance, validity or enforceability Dispute Resolution Procedure in accordance with the terms of it (“Dispute”) then except as expressly provided in this contractAgreement, the Parties shall follow the procedure provisions set out in this clause:clause 17 shall apply. 24.1.1 either Party 17.3 The Dispute shall give initially be referred for resolution to the Deputy Director Midlands, North & Wales Market (DfT) and the Chief Executive (WMRE) (Initial Dispute Board) who shall seek to resolve the matter as soon as reasonably possible and in any event within twenty (20) Working Days of escalation, or such other written notice period as may be reasonable given the nature of the Dispute, setting out its nature and full particulars (“the urgency of resolution. The Initial Dispute Notice”), together with relevant supporting documents. On service Board shall be entitled to request such additional information as may be reasonably requested from either WMRE or the Secretary of State in respect of the Dispute, including, but not limited to, any information to be provided pursuant to the relevant provisions of this Agreement. 17.4 Both Parties shall be entitled to make oral an d/or written representations to the Initial Dispute Notice, Board prior to the HEE Representative and Initial Dispute Board making its final determination. 17.5 Where the Provider Representative shall attempt in good faith to resolve the Dispute; 24.1.2 if the HEE Representative and Provider Representative Initial Dispute Board are for any reason unable not able to resolve the Dispute within thirty twenty (3020) days Working Days of service of escalation pursuant to clause 17.3 the Initial Dispute Board shall refer the Dispute Noticefor resolution to the Managing Director, the Dispute shall be referred to a Director of HEE Passenger Services (DfT) and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE Law and Governance (West Midlands Combined Authority) (Secondary Dispute Board) who shall seek to resolve the matter as soon as reasonably possible and in any event within twenty (20) Working Days of escalation, or such other period as may be reasonable given the nature of the Dispute, and the senior director urgency of resolution. The Secondary Dispute Board shall be entitled to request such additional information as may be reasonably requested from either WMRE or the Secretary of State in respect of the Provider Dispute, including, but not limited t o, any information to be provided pursuant to the relevant provisions of this Agreement. 17.6 Both Parties shall be entitled to make oral and/or written representations to the Secondary Dispute Board prior to the Secondary Dispute Board making its final determination. 17.7 Where the Secondary Dispute Board are for any reason unable not able to resolve the Dispute within thirty twenty (3020) days Working Days of it being referred escalation pursuant to clause 17.5, the Secondary Dispute Board shall refer the Dispute for resolution by the Director General (DfT Rail Executive) and the Mayor of the West Midlands who shall seek to resolve the Dispute within twenty (20) Working Days of escalation to them, or such other period as may be reasonable given the nature of the Dispute. 17.8 If the Parties cannot resolve a Dispute in accordance with the above escalation procedure, either Party may at any time refer the Dispute for mediation by serving a written notice on the other Party to that effect (Notice of Mediation). 17.9 If a Notice of Mediation is given, then the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are CEDR for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation ProcedureCEDR’s model mediation procedure. Unless otherwise agreed between If the PartiesParties are unable to agree on the appointment of a mediator, or any other matter relating to the mediator shall be nominated by CEDR. To initiate referral or conduct of the mediation, a Party must serve notice in writing (“ADR notice”) it shall be referred to the other Party then president of CEDR who shall decide such matters. 17.10 Except where this Agreement has terminated, the parties shall continue to perform their obligations under the DisputeAgreement, requesting a mediation. A copy regardless of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date nature of the ADR noticeDispute and notwithstanding the referral of the Dispute for resolution pursuant to this clause 17. 24.2 No Party may commence any court proceedings under clause 46.11 (17.11 WMRE acknowledges and accepts that the decision of the Secretary of State in relation to the whole or part this exercise of any of the Dispute until thirty (30) Business Days after service Secretary of the ADR notice, provided that the right to issue proceedings State Duties is not prejudiced by a delayfinal and binding. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 If a dispute arises out of or in connection with this contract or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this contract, the Parties shall follow the procedure set out in this clause: 24.1.1 either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative and the Provider Representative shall attempt in good faith to resolve the Dispute; 24.1.2 if the HEE Representative and Provider Representative are for any reason unable to resolve the Dispute within thirty (30) days of service of the Dispute Notice, the Dispute shall be referred to a Director of HEE and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE ▇▇▇ and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE ▇▇▇ and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR notice. 24.2 No Party may commence any court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 5.1 If a dispute Dispute arises out of or in connection with this contract or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this contractAgreement, the Parties parties shall follow the procedure set out in this clause: 24.1.1 (a) either Party party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative Authorised Representatives of both the Authority and the Provider Representative Supplier shall attempt in good faith to resolve the Dispute; 24.1.2 (b) if the HEE Representative and Provider Representative Authorised Representatives of the Authority the Supplier are for any reason unable to resolve the Dispute within thirty (30) 14 days of service of the Dispute Notice, the Dispute shall be referred to a Director senior officers of HEE and a senior director of both the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE Authority and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider Supplier who shall attempt in good faith to resolve it; and 24.1.4 (c) if the CEO senior officers of HEE the Authority and the CEO of the Provider Supplier are for any reason unable to resolve the Dispute within thirty (30) 30 days of it being referred to them, the Parties shall parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Partiesparties, the mediator shall be nominated by CEDRCEDR Solve. To initiate the mediation, a Party party must serve notice in writing (“ADR notice”) to the other Party party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDRCEDR Solve. The mediation shall will start not later than thirty (30) 30 days after the date of the ADR notice. 24.2 No Party may commence any 5.2 The Supplier shall continue to provide the Services in accordance with the terms of this Agreement until a Dispute has been resolved. 5.3 The commencement of mediation shall not prevent the parties commencing or continuing court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delayunder clauses 30 and 31 which shall apply at all times. 24.3 5.4 If the Dispute is not resolved within thirty (30) Business Days 60 days after service of the ADR notice, or either Party party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days60 days, or the mediation terminates before the expiration of the said periodperiod of 60 days, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11clauses 30 and 31 of these General Terms.

Dispute Resolution Procedure. 24.1 17.1. If a dispute arises out of or in connection with this contract or the performanceAgreement (a Dispute") then, validity or enforceability of it (“Dispute”) then except as expressly otherwise provided in this contractAgreement, the Parties shall follow the procedure set out in this clause:Clause 18. 24.1.1 either 17.2. Either Party shall give to the other written notice in writing of the Disputedispute (the Dispute Notice"), setting out its nature and full reasonable particulars (“Dispute Notice”), together with the relevant supporting documentsdocumentation. On service of the Dispute Notice, the HEE Representative Council Officer and the Provider Trust Representative shall seek in good faith to resolve the dispute. 17.3. If the Council Officer and the Trust Representative are unable to resolve the dispute within twenty Business Days of service of the Dispute Notice then the dispute shall be referred to the Chief Executive of the Trust and the Chief Executive of the Council who shall attempt in good faith to resolve the Dispute;dispute. 24.1.2 if 17.4. If the HEE Representative Chief Executive of the Trust and Provider Representative the Chief Executive of the Council are for any reason unable to resolve the Dispute within thirty (30) days of service of the Dispute Notice, the Dispute shall be referred to a Director of HEE and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days dispute with twenty Business Days of it being referred to them, then the Dispute shall matter may, if agreed by the Parties, be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are a mediator for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDRCEDR Solve. To initiate the mediation, a Party must serve notice in writing (“ADR notice”") to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDRCEDR Solve. The mediation shall will start not later than thirty (30) 60 days after the date of the ADR notice. Unless otherwise agreed by the Parties, the place of mediation shall be nominated by the mediator. If any matter arising out of or in connection with this Agreement is referred to mediation the Trust shall remain responsible for the provision of the Services throughout the period of mediation. 24.2 17.5. The fees of the mediator and the cost of mediation shall be borne equally by the Parties. 17.6. No Party party may commence any court proceedings under clause 46.11 (in relation to any dispute arising out of this agreement until 30 days after the whole or part appointment of the Dispute until thirty (30) Business Days after service of the ADR noticea mediator, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 If The Parties shall each use reasonable endeavours to resolve any dispute by means of prompt bona fide discussion first between the Contract Manager and the Provider’s Authorised Representative. Failure to agree a settlement within three (3) Working Days shall result in the dispute being escalated to both Parties’ managerial level appropriate to the dispute in question. In the event that such a dispute arises out is not resolved within three (3) Working Days, thereafter it shall be escalated to each Parties’ appropriate director for resolution. The respective directors shall meet within four (4) Working Days to resolve the dispute. Failure to reach a settlement shall invoke the rest of or in connection with this contract or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided Clause 40. Nothing in this contract, Clause 40 shall prevent the Parties shall follow from seeking from any Court of the competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. If the dispute cannot be resolved by the Parties pursuant to Clause 40.1 the dispute may be referred to mediation pursuant to the procedure set out in Clause 40.5. The performance of this clause: 24.1.1 Contract by the Provider shall not be suspended, cease or be delayed by the reference of a dispute to mediation and the Provider and its Staff shall comply fully with the requirements of this Contract at all times. The procedure for mediation and consequential provisions relating to mediation are as follows: a neutral adviser or mediator (“the Mediator”) shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within ten (10) Working Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall give within ten (10) Working Days from the date of the proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party that he/she is unable or unwilling to act, apply to the other written notice Centre for Effective Dispute Resolution (“CEDR”) to appoint a Mediator. The Parties shall within ten (10) Working Days of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service appointment of the Dispute NoticeMediator meet with him/her in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the HEE Representative Parties may at any stage seek assistance from CEDR to provide guidance on a suitable procedure. Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the Provider Representative shall attempt in good faith to resolve the Dispute; 24.1.2 if the HEE Representative and Provider Representative are for any reason unable to resolve the Dispute within thirty (30) days of service rights of the Dispute NoticeParties in any future proceedings. If the Parties reach agreement on the resolution of the dispute, the Dispute Contract shall be referred to a Director of HEE confirmed in writing and a senior director shall be binding on the Parties once it is signed by their duly authorised representatives. Failing agreement, either of the Provider who Parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall attempt be provided on a without prejudice basis and shall not be used in good faith evidence in any proceedings relating to resolve it; 24.1.3 if the Director Contract without the prior written consent of HEE and both Parties. If the senior director Parties fail to reach agreement in the structured negotiations within sixty (60) Working Days of the Provider are for Mediator being appointed, or such longer period as may be agreed by the Parties, then any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall dispute or difference between them may be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation ProcedureCourts. Unless agreed otherwise agreed between the Parties, the mediator in any mediation each Party shall be nominated by CEDR. To initiate the bear its own costs of such mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR notice. 24.2 No Party may commence any court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 If (1) In the event that any Indemnitee or group of Indemnitees is seeking indemnification pursuant to this Section 11, such Indemnitee(s) shall notify the Indemnitor(s) thereof, which notice (the “Indemnity Notice”) shall set forth in reasonable detail the facts and circumstances giving rise to the Losses for which indemnity is sought, the amount (or estimated amount) thereof (including the basis for the calculation of the Losses, the amount of costs and expenses incurred by such Indemnitee(s) and, if then known, the amount of any adjustment to or deduction from the amount of Losses subject to indemnification as a dispute arises out result of the Basket or in connection with this contract Cap or the performanceother provisions of Section 11.5 hereof. If the Indemnitor(s) disagree with any matter set forth in an Indemnity Notice, validity or enforceability of it (“Dispute”such Indemnitor(s) then except as expressly provided in this contract, shall provide the Parties shall follow the procedure set out in this clause: 24.1.1 either Party shall give to the other written Notifying Indemnitee(s) with notice of such disagreement (the Dispute, setting out its nature and full particulars (“Indemnity Dispute Notice”) within thirty (30) days following the date of which the applicable Indemnity Notice was given. Such Indemnity Dispute Notice shall set forth in reasonable detail the nature and basis of such disagreement together with the view of the Indemnitor(s), together with relevant supporting documents. On service if any, of the amount of any indemnity payment to which the Indemnitee(s) should be entitled. If the Indemnitor(s) do not deliver an Indemnity Dispute Notice within such thirty (30) day period, Indemnitor(s) shall be deemed to have agreed with the matters set forth in the Indemnity Notice. If Indemnitor(s) timely provide a Dispute Notice, then the HEE Representative senior executives and the Provider Representative principals of Indemnitor(s) and Indemnitee(s) shall meet promptly (with their respective counsel or other representatives, as they may determine) and attempt in good faith to resolve the Dispute; 24.1.2 if the HEE Representative and Provider Representative are for any reason unable such dispute. If such executives have met but failed to resolve the Dispute such dispute within thirty twenty (30) days of service of the Dispute Notice, the Dispute shall be referred to a Director of HEE and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (3020) days after the date of on which the ADR notice. 24.2 No Party Indemnity Dispute Notice is given, either Indemnitor(s) or Indemnitee(s) may commence any court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England submit such dispute for final and Wales binding arbitration in accordance with clause 46.11Section 11.8 hereof. In any such arbitration, the Arbitrators (as hereinafter defined) shall not be permitted to award Losses in an amount in excess of those set forth in the Indemnity Notice or less than the amount set forth in the Indemnity Dispute Notice, except in either case with respect to amounts constituting adjustments or deductibles which were not known at the time the applicable notice was given.

Dispute Resolution Procedure. 24.1 If a dispute arises 12.1 All disputes between any of the parties arising out of or relating to this Agreement shall be referred, by any party involved in connection with this contract the dispute, to the representatives of the parties specified in the Detailed Cooperation Plan. 12.2 If the dispute cannot be resolved by the parties' representatives nominated under Clause 12.1 within a maximum of five (5) Working Days (or such other time as otherwise agreed in writing by the performanceparties) after it has been referred to them under Clause 12.1, validity or enforceability of it (“Dispute”) then except as expressly provided in this contractwhere a party seeks urgent injunctive relief, the Parties parties shall follow refer it to mediation pursuant to the procedure set out in this clauseClause 12.3 unless the Customer Authority considers (acting reasonably and considering any objections to mediation raised by the other parties) that the dispute is not suitable for resolution by mediation. 12.3 The procedure for mediation and consequential provisions relating to mediation are as follows: 24.1.1 either Party 12.3.1 a neutral adviser or mediator (the “Mediator”) shall give be chosen by agreement between the parties or, if they are unable to agree upon a Mediator within ten (10) Working Days after a request by one party to the other written notice parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, any party shall within ten (10) Working Days from the date of the Disputeproposal to appoint a Mediator or within ten (10) Working Days of notice to the parties that he is unable or unwilling to act, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service apply to the Chairman of the Dispute NoticeLaw Society to appoint a Mediator; 12.3.2 the parties shall within ten (10) Working Days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held; 12.3.3 unless otherwise agreed by the parties in writing, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the parties in any future proceedings; 12.3.4 if the parties reach agreement on the resolution of the dispute, the HEE Representative agreement shall be reduced to writing and shall be binding on the Provider Representative shall attempt in good faith to resolve the Disputeparties once it is signed by their duly authorised representatives; 24.1.2 12.3.5 failing agreement, any of the parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to this Agreement without the prior written consent of all the parties; and 12.3.6 if the HEE Representative and Provider Representative are for any reason unable parties fail to resolve reach agreement in the Dispute structured negotiations within thirty twenty (3020) days of service Working Days of the Dispute NoticeMediator being appointed, or such longer period as may be agreed by the Dispute shall be referred to a Director of HEE and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for parties, then any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall dispute or difference between them may be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR noticecourts. 24.2 No Party may commence any court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to 12.4 The parties must continue to participate in perform their respective obligations under this Agreement and under their respective Contracts pending the mediation before the expiration resolution of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11a dispute.

Dispute Resolution Procedure. 24.1 28.1 If a dispute arises out of or in connection with this contract or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this contract, the Parties shall follow the procedure set out in this clause: 24.1.1 28.1.1 either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative and the Provider Representative shall attempt in good faith to resolve the Dispute; 24.1.2 28.1.2 if the HEE Representative and Provider Representative are for any reason unable to resolve the Dispute within thirty (30) days of service of the Dispute Notice, the Dispute shall be referred to a Director of HEE and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 28.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 28.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR notice. 24.2 28.2 No Party may commence any court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 28.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 If a dispute Dispute arises between the Council and the Supplier out of or in connection with this contract or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this contractContract, the Parties shall follow each use reasonable endeavours to resolve such Dispute by means of prompt discussion at an appropriate managerial level within ten (10) Working Days of written notice of the Dispute being served by one Party on the other without recourse to legal proceedings. If a Dispute is not resolved within ten (10) Working Days of referral under clause 42.1 then either Party may escalate it to senior representatives of each Party for resolution who shall meet for discussion within ten (10) Working or longer period as the Parties may agree. Provided that both Parties consent, a Dispute not resolved in accordance with clauses 42.1 and 42.2, shall first be referred to mediation or other alternative Dispute resolution procedure as agreed between the Parties, each acting in good faith, pursuant to the procedure set out in this clause: 24.1.1 clause 42.4. The procedure for mediation is as follows: a neutral adviser or mediator ("the Mediator") shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within ten (10) Working Days after a request by one Party to the other, either Party shall give apply to the other written notice Centre for Effective Dispute Resolution (“CEDR”) at ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ to appoint a Mediator; the Parties shall within ten (10) Working Days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held; unless otherwise agreed, all negotiations connected with the Dispute and any settlement agreement relating to it shall be conducted in confidence; if the Parties reach agreement on the resolution of the Dispute, setting out its nature the agreement shall be reduced to writing and full particulars (“Dispute Notice”)shall be binding on the Parties once it is signed by their duly authorised representatives; unless otherwise agreed the Parties will share equally the costs of mediation, together with relevant supporting documents. On service and the use of mediation will be without prejudice to the rights of the Dispute Notice, the HEE Representative and the Provider Representative shall attempt Parties in good faith to resolve the Dispute; 24.1.2 any future proceedings if the HEE Representative and Provider Representative are for any reason unable to resolve mediation does not achieve an agreed resolution of the Dispute within thirty (30) days of service Working Days (or such longer period as the Parties may agree) of the notice of Dispute Notice, being served. Unless the Dispute Contract shall be referred have already been terminated or abandoned the Supplier shall in every case continue to a Director of HEE and a senior director of provide the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation Goods and/or Services in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy terms of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR noticethis Contract at all times. 24.2 No Party may commence any court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 If a 17.1 Subject to Clause 17.7, any dispute arises arising out of or in connection with this contract or the performance, validity or enforceability Contract shall be determined in accordance with this Clause 17. 17.2 Either Party may call an extraordinary meeting of it (“Dispute”) then except as expressly provided in this contract, the Parties shall follow the procedure set out in this clause: 24.1.1 by service of not less than five (5) Working Days' written notice and each Party agrees to procure that an authorised representative together with any other personnel requested to attend by either Party (if any) shall give attend all extraordinary meetings called in accordance with this Clause 17.2 17.3 The attendees of any extraordinary meeting called in accordance with Clause 17.2 shall use their best endeavours to resolve the dispute. 17.4 If any dispute referred to an extraordinary meeting is not resolved at that meeting then either Party may, by service of not less than five (5) Working Days' written notice, refer the dispute to the other written notice Senior Officers of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative and the Provider Representative Parties who shall attempt cooperate in good faith to resolve the Dispute;dispute as amicably as possible within ten (10) Working Days of service of such notice. 24.1.2 if 17.5 If the HEE Representative and Provider Representative are for any reason unable Senior Officers fail to resolve the dispute within the time period stipulated in Clause 17.4 either Party may give written notice of its intention to refer the dispute to mediation and the process set out in Clauses 17.5(a) - 17.5(c) shall be followed: (a) The Parties shall seek to agree the identity of the mediator within ten (10) Working Days of service of the notice referred to in Clause 17.5. If the Parties fail to reach agreement a mediator shall be appointed, at the request of the Party who gave the notice referred to in Clause 17.5, by the Centre for Effective Dispute Resolution (or such other similar body); (b) The Parties agree to comply with any directions of the mediator including in respect of the exchange of information and costs; and (c) Any mediation shall be completed within thirty (30) days of service Working Days of the Dispute Notice, appointment of the Dispute mediator (or other such time as directed by the mediator) and shall be referred to final and binding if expressed as such in a Director of HEE and a senior director of written agreement signed by the Provider who shall attempt in good faith to resolve it;Parties. 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the 17.6 The Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation bear their own costs of this Dispute Resolution Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR notice. 24.2 No 17.7 Nothing in this Dispute Resolution Procedure shall impose any precondition on either Party may commence or otherwise prevent or delay either Party from commencing proceedings in any court proceedings under clause 46.11 (of competent jurisdiction in relation to any dispute in which that party requires either: (a) an order restraining the whole other party from doing any act or part of compelling the Dispute until thirty other party to act; or (30b) Business Days after service of the ADR notice, provided that the right a judgment for a liquidated sum to issue proceedings which there is not prejudiced by a delayno arguable defence. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 27.1 If a dispute arises out of or in connection with this contract Call-Off Contract or the performance, validity or enforceability of it (“"Dispute”") then except as expressly provided in this contractthe Call-Off Contract, the Parties shall follow the procedure set out in this clause: 24.1.1 (a) either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“"Dispute Notice”"), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative and the Provider Representative Contract Managers shall attempt in good faith to resolve the Dispute; 24.1.2 (b) if the HEE Representative and Provider Representative Contract Managers are for any reason unable to resolve the Dispute within thirty (30) days of service of the reasonable timescale set out in the Dispute Notice, the Dispute shall be referred to a Director of HEE and a senior director of the Provider Authorised Representatives who shall attempt in good faith to resolve it; 24.1.3 (c) if the Director of HEE and the senior director of the Provider Authorised Representatives are for any reason unable to resolve the Dispute within thirty (30) days a reasonable time of it being referred to them, the Dispute shall be referred to the CEO appropriate senior member of HEE and the CEO procurement staff of the Provider Contracting Authority and a similarly suitable employee of the Supplier who shall attempt in good faith to resolve it; and 24.1.4 (d) if the CEO of HEE and the CEO of the Provider appropriate employees referred to in clause 27.1(b) are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to themwithin, the Parties shall will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDRCEDR Solve. To initiate the mediation, a Party must serve notice in writing (“"ADR notice”Notice") to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice Notice should be sent to CEDRCEDR Solve. The mediation shall will start not later than thirty (30) days after the date of set out in the ADR noticeNotice. 24.2 No 27.2 Subject to clause 27.3 below, no Party may commence any court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR noticemediation has taken place, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 27.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, at mediation or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said periodmediation, the Dispute shall may be finally resolved by the courts of England and Wales in accordance with clause 46.1162 (Governing Law and Jurisdiction) in the Call-Off Contract. 27.4 The Parties shall continue to perform their obligations under the Call-Off Contract in accordance with its terms until any Dispute has been resolved.

Dispute Resolution Procedure. 24.1 If a 31.1 Any dispute arises out of or relating to the Agreement shall be dealt with in connection accordance with this contract or Clause 31. 31.2 In the performance, validity or enforceability event of it (“Dispute”) then except as expressly provided in any dispute arising under this contractAgreement, the Parties shall follow continue their performance of this Agreement (unless the procedure set out Parties agree in this clause:writing not to do so). 24.1.1 either Party 31.3 Any dispute shall give be referred in the first instance to the other written notice [ ] of the Dispute, setting out its nature KMCS and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative and the Provider Representative [ ] Local Authority who shall attempt in good faith endeavour to resolve the Dispute;dispute within 20 Working Days. 24.1.2 if the HEE Representative and Provider Representative are for any reason unable to resolve the Dispute within thirty (30) days of service 31.4 If, following referral of the Dispute Noticedispute in accordance with Clause 31.3, the Dispute shall be referred to a Director of HEE and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute matter is not resolved. The dispute shall be referred to the CEO Accountable Officers of HEE each CCG and the CEO Head of Paid Service of the Provider Local Authority who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable endeavour to resolve the Dispute dispute within thirty (30) days 20 Working Days. 31.5 If, following referral of it being referred to themthe dispute in accordance with Clause 31.4, the dispute still has not been resolved, the Parties shall attempt to settle it the dispute by mediation in accordance with the CEDR Centre for Effective Dispute Resolution (“CEDR”) Model Mediation Procedure. Unless otherwise Procedure or any other model mediation procedure as agreed between by the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a mediation one Party must serve shall give notice in writing (a “ADR noticeMediation Notice”) to the other Party to the Dispute, requesting a mediation. A copy mediation of the ADR notice should be sent dispute. In the absence of agreement between the Parties either Party may apply to CEDRCEDR or an equivalent mediation organisation asking them to nominate a neutral mediator. The mediation shall start not later than thirty (30) days after the date commence within 20 Working Days of the ADR noticeMediation Notice being served. The Parties will co-operate with any person appointed as a mediator providing the mediator with such information and other assistance as the mediator shall require. 24.2 No 31.6 If the Parties accept any recommendations made by the mediator or otherwise reach agreement as to resolution of the dispute, such agreement shall be recorded in writing and signed by the Parties (and, if applicable, the mediator) and such agreement shall bind the Parties. The costs of mediation under this Clause 31.6 will be borne equally by the Parties. 31.7 Save where a dispute has already been referred to adjudication, if negotiations and/or mediation are unsuccessful then either Party may commence any court proceedings under clause 46.11 (notify the other Party of its intention to refer the dispute to arbitration. Such notification shall invite the other Party to concur in relation the appointment of a sole arbitrator who shall be recognised by the Chartered Institute of Arbitrators. If the Parties are unable within 10 Working Days to agree the whole or part identity of the Dispute until thirty (30) Business Days after service arbitrator, either Party may request the then President of the ADR notice, provided that the right Chartered Institute of Arbitrators to issue proceedings is not prejudiced by a delayappoint an independent arbitrator. 24.3 If 31.8 The arbitrator shall have no connection with the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, mediator or the mediation terminates before proceedings, unless both Parties have consented in writing. 31.9 The arbitration shall be governed by the expiration Arbitration ▇▇▇ ▇▇▇▇. The seat of the said period, the Dispute arbitration shall be finally resolved England and Wales. 31.10 The arbitrator shall have the power to open up, review and revise any opinion, certificate, instruction, determination or decision of whatever nature given or made under this Agreement and, where appropriate, to order financial compensation to be paid by one Party to the other. In the absence of agreement between the Parties the arbitration shall take place in a location chosen by the arbitrator. 31.11 The arbitrator shall, in his absolute discretion, make such procedural directions as he considers necessary such as ordering the Parties to provide written submissions within such time period as he consider appropriate and/or to attend such hearings as he deems necessary. 31.12 The arbitrator shall deliver his decision in writing to both Parties on any matter referred to him within 20 Working Days of concluding any hearings which may have been held in connection with the matter and in any event within 3 months (or such other period as the Parties may agree) of his appointment. The arbitrator’s decision shall state his reasons for his decision. The decision of the arbitrator shall be final and binding on both Parties. The costs of the arbitration will be at the discretion of the arbitrator. 31.13 The Parties shall give effect forthwith to every decision of the arbitrator delivered under this Clause 31 save as otherwise provided by Law. 31.14 Nothing in this Clause 31 shall limit the right of either Party to seek interim relief in the courts of England and Wales in accordance with clause 46.11(whether on a without party notice or otherwise) where damages would not be an adequate remedy.

Dispute Resolution Procedure. 24.1 If a 3.1 LSTM for and on behalf of the other parties to the Consortium Agreement (as agreed in the meeting held in October 2008 and the New Member, hereby agree that the dispute arises out resolution procedure in Schedule 5 paragraph 5 of or the Consortium Agreement shall be amended to include the following procedure: 3.1.1 In the event of any dispute between the parties arising in connection with this contract or Agreement, the performanceparties shall use their best endeavours to promptly and amicably resolve such dispute in good faith. However if they are unable to do so through informal discussion and negotiation and the A-WOL Management Committee, validity or enforceability of parties agree that such dispute, if it relates to scientific disagreements over the Project Research (a “Scientific Dispute”) then except as expressly provided in this contract), the Parties shall follow the procedure set out in this clause: 24.1.1 either Party shall give be submitted to the other written notice Senior Executive Office who will have the power of veto. If the parties are unable to resolve such dispute and such dispute is not a Scientific Dispute, setting out its nature and full particulars then any party may forthwith give notice (“Dispute Notice”), together with relevant supporting documents. On service of ) to the Dispute Notice, the HEE Representative and the Provider Representative shall attempt in good faith other party that it wishes such dispute to resolve the Dispute; 24.1.2 if the HEE Representative and Provider Representative are for any reason unable to resolve the Dispute within thirty (30) days of service of the Dispute Notice, the Dispute shall be referred to a Director designated senior officer of HEE and a senior director each of the Provider parties. 3.1.2 In any event of a Dispute Notice being served, each of the parties shall within fourteen (14) days of the service of such Dispute Notice prepare and circulate to the designated senior officer of each of the parties a memorandum or other form of statement setting out its position on the matter in dispute and its reasons for adopting that position. Each memorandum or statement shall be considered by the designated senior officers of each of the parties who shall attempt in good faith endeavour to resolve it; 24.1.3 if the Director dispute. If designated senior offices of HEE and the senior director each of the Provider parties agree upon a resolution or disposition of the matter, they shall each sign a statement which sets out the terms of their agreement. 3.1.3 In the event the designated senior officers of each of the parties are for any reason unable to resolve the a dispute that is not Scientific Dispute within thirty sixty (3060) days of it its being referred to them, the Dispute parties shall refer the matter to an independent expert with knowledge in pharmaceutical product development jointly selected by the designated senior offices of each of the parties (the “Expert”). 3.1.4 In the event the designated senior offices of each of the parties cannot agree upon the designation of the Expert, the parties shall request the International Chamber of Commerce (ICC) to select the Expert. In each case, the Expert shall be referred selected having regard to his/her suitability to determine the CEO of HEE and particular dispute or difference on which the CEO of the Provider who shall attempt in good faith Expert is being requested to resolve it; anddetermine. 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. 3.1.5 Unless otherwise agreed between the Partiesdesignated senior offices of each of the parties, the mediator following rules shall apply to the appointment of the Expert. The fees of the ICC and the Expert shall be nominated shared equally by CEDRthe parties. To initiate The Expert shall be entitled to inspect and examine all documentation and any other material which the mediation, Expert may consider to be relevant to the dispute. The Expert shall afford each party a Party must serve reasonable opportunity (in writing or orally) of stating reasons in support of such contentions as each party may wish to make relative to the matters under consideration. The Expert shall give notice in writing (“ADR notice”) of his determination to the other Party to parties within such stipulated in his terms of appointment or in the Dispute, requesting a mediation. A copy absence of such stipulation as soon as practicable but in any event within four (4) weeks from the reference of the ADR notice should be sent dispute or difference to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR noticehim/her. 24.2 No Party may commence any court proceedings under clause 46.11 (in relation to 3.1.6 Any determination by the whole Expert of a dispute or part of difference shall not be binding on the Dispute until thirty (30) Business Days after service of parties and the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute parties shall be finally resolved by the courts of England and Wales entitled to pursue their legal rights in accordance with clause 46.11Section 12.11 of the Consortium Agreement.

Dispute Resolution Procedure. 24.1 If a (a) Licensor, Licensee and the Owner agree that they shall endeavor to resolve any dispute arises out of or that may arise under this Agreement through the procedures set forth in connection with this contract or Section 23 (the performance, validity or enforceability of it (“DisputeDispute Resolution Procedure”) then except as expressly provided prior to filing suit in court and prior to terminating this contract, Agreement on account of an Event of Default. Either Licensor or Licensee may initiate the Parties shall follow the procedure set out in this clause: 24.1.1 either Party shall give Dispute Resolution Procedure by delivering a notice of conflict to the other written notice party (a “Notice of Conflict”) setting forth: (i) the subject of the Disputedispute; (ii) the party’s position; and (iii) the relief requested. Within five (5) business days of delivery of the Notice of Conflict, setting out the receiving party shall respond in writing with a statement of its nature position. Thereafter, representatives of each party with full settlement authority shall meet at a mutually acceptable time and full particulars place in the City of New Haven within ten (10) days of the delivery of the Notice of Conflict (the “Dispute NoticeMeeting”)) in order to attempt to negotiate in good faith a resolution to the dispute, together with relevant supporting documents. On service and the Owner shall be entitled to attend the Dispute Meeting. (b) If the dispute is not resolved by way of the Dispute NoticeMeeting, the HEE Representative dispute shall be submitted to mediation under the Commercial Mediation Procedures of the AAA in effect on the Effective Date of this Agreement, or under such other rules as Licensor and Licensee may agree upon (the “Mediation”). The Mediation shall be with the AAA, or, if agreed upon, through use of a private mediator chosen by Licensor and Licensee. The Mediation shall occur in the City of New Haven, unless otherwise agreed. The mediator’s fees and the Provider Representative filing fees, if any, shall attempt be shared equally. Agreements reached in good faith to resolve the Dispute;Mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. 24.1.2 if (c) If the HEE Representative and Provider Representative are for any reason unable to resolve the Dispute within thirty (30) days of service dispute is not resolved by way of the Dispute NoticeMeeting or the Mediation, the Dispute dispute(s) may be referred for an advisory opinion to a neutral party who shall be referred retained by ▇▇▇▇▇▇▇▇ and Licensee, and such neutral party shall establish such procedures as will allow him or her to promptly consider the dispute and issue a Director of HEE written advisory opinion. Costs and a senior director fees for the neutral party shall be equally shared by Licensor and Licensee. Third parties relevant to the adjudication of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall dispute may be referred added to the CEO of HEE advisory opinion proceedings if agreed to by Licensor and Licensee. Licensor and Licensee agree that the CEO of the Provider who neutral party’s advisory opinion shall attempt not be admissible in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR noticesubsequent litigation. 24.2 (d) No Party may commence any court proceedings under clause 46.11 (in relation to the whole passage of time or part delay caused by pursuit of the Dispute until thirty (30) Business Days after service Resolution Procedure shall prejudice the rights of either Licensor, Licensee or the Owner, and to the extent necessary, Licensor, Licensee and the Owner shall enter into an agreement to extend the statutes of limitations with respect to the subject matter of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delaydispute. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 12.1 If a dispute Dispute arises out of or in connection with this contract or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this contractContract, the Parties parties shall follow the procedure set out in this clause: 24.1.1 (a) either Party party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative Authorised Representatives of both the Commissioner and the Provider Representative shall attempt in good faith to resolve the Dispute; 24.1.2 (b) if the HEE Representative Authorised Representatives of the Commissioner and the Provider Representative are for any reason unable to resolve the Dispute within thirty (30) 14 days of service of the Dispute Notice, the Dispute shall be referred to a Director senior officers of HEE both the Commissioner and a senior director of the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 (c) if the CEO senior officers of HEE the Commissioner and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) 30 days of it being referred to them, the Parties shall parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Partiesparties, the mediator shall be nominated by CEDRCEDR Solve. To initiate the mediation, a Party party must serve notice in writing (“ADR notice”) to the other Party party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDRCEDR Solve. The mediation shall will start not later than thirty (30) 30 days after the date of the ADR notice. 24.2 No Party may commence any 12.2 The Provider shall continue to provide the Services in accordance with the terms of this Contract until a Dispute has been resolved. 12.3 The commencement of mediation shall not prevent the parties commencing or continuing court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delayunder clause 36 and 37 which shall apply at all times. 24.3 12.4 If the Dispute is not resolved within thirty (30) Business Days 60 days after service of the ADR notice, or either Party party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days60 days, or the mediation terminates before the expiration of the said periodperiod of 60 days, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.1136 and 37 of these General Terms.

Dispute Resolution Procedure. 24.1 16.1 During any dispute, including a dispute as to the validity of the Contract, it is mutually agreed that the Supplier shall continue its performance of the provisions of the Contract (unless the Customer requests in writing that the Supplier does not do so). 16.2 If a dispute arises out of or between the Customer and the Supplier in connection with this contract or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this contract, relation to any matter which cannot be resolved by the Parties shall follow the procedure set out in this clause: 24.1.1 either Party shall give of them may refer such dispute to the other written notice Dispute Resolution Procedure. 16.3 In the first instance each of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative Customer and the Provider Representative Supplier shall attempt arrange for a more senior to meet solely in good faith order to resolve the Dispute;matter in dispute. Such meeting(s) shall take place within 21 days of the date of the commencement of the relevant dispute shall be minuted and shall be chaired by the Customer (but the chairman shall not have a casting vote). Such meeting(s) shall be conducted in such manner and at such venue (including a meeting conducted over the telephone) as to promote a consensual resolution of the dispute in question at the discretion of the chairman. 24.1.2 if 16.4 If the HEE Representative and Provider Representative are for any reason unable meeting(s) referred to in Clause 16.3 does not resolve the Dispute within thirty (30) days of service of the Dispute Notice, the Dispute shall be referred to a Director of HEE and a senior director of the Provider who shall attempt matter in good faith to resolve it; 24.1.3 if the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, question then the Parties shall will attempt to settle it by mediation in accordance with the CEDR Centre for Effective Dispute Resolution ("CEDR") Model Mediation Procedure. Unless otherwise Procedure or any other model mediation procedure as agreed between by the Parties, the mediator shall be nominated by CEDR. To initiate a mediation the mediation, a Party must serve Parties may give notice in writing (“ADR notice”a "Mediation Notice") to the other Party to the Dispute, requesting a mediation. A copy mediation of the ADR notice should be sent dispute and shall send a copy thereof to CEDRCEDR or an equivalent mediation organisation as agreed by the Parties asking them to nominate a mediator. The mediation shall start not later than thirty commence within 28 days of the Mediation Notice being served. Neither Party will terminate such mediation until each of them has made its opening presentation and the mediator has met each of them separately for at least one hour. Thereafter paragraph 14 of the Model Mediation Procedure will apply (30) or the equivalent paragraph of any other model mediation procedure agreed by the Parties). Neither Party to the mediation will commence legal proceedings against the other until 30 days after the date such mediation of the ADR notice. 24.2 No Party may commence dispute in question has failed to resolve the dispute. The Parties will co-operate with any court proceedings under clause 46.11 (in relation to person appointed as mediator providing him with such information and other assistance as the whole mediator shall require and will pay the costs, as the mediator shall determine or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration absence of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall such determination such costs will be finally resolved by the courts of England and Wales in accordance with clause 46.11shared equally.

Dispute Resolution Procedure. 24.1 If a dispute arises Claim (as defined below) arises, whether or not arising out of Employee's employment, termination of employment, or in connection with this contract otherwise, that the Employer may have against Employee, or that Employee may have against the performanceEmployer or against its parent, validity or enforceability subsidiaries, affiliated entities of it (“Dispute”) then except as expressly provided in this contractany of the foregoing, the Parties shareholders, officers, directors, employees, agents or any other representatives of any of the foregoing, such Claim shall follow be resolved in accordance with the procedure set out forth below. A Claim must be processed in this clause:the manner set forth below, otherwise the Claim shall be void and deemed waived even if there is a federal or state statute of limitations which would allow more time to pursue the Claim. 24.1.1 either Party shall give 17.1 Within 180 days from the date that the aggrieved party knew or should have known of the facts that gave rise to the other Claim, the aggrieved party must give written notice of the Dispute, setting out its nature Claim to the other party hereto. The parties will hold informal discussions and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative and the Provider Representative shall attempt in good faith to resolve the Dispute; 24.1.2 if the HEE Representative and Provider Representative are for any reason unable to resolve the Dispute within thirty (30) days of service Claim. If written notice of the Dispute NoticeClaim is not given within the 180-day period, the Dispute Claim will be deemed to be time-barred. 17.2 If the Claim is not resolved within 30 days after the written notice of the Claim was given pursuant to paragraph 17.1, either party may initiate arbitration by serving upon the other party written Demand for Arbitration and by filing the Demand for Arbitration in conformance with the rules of the American Arbitration Association ("AAA"). The written Demand for Arbitration must be served within 45 days after the end of such 30-day period. 17.3 The written Demand for Arbitration shall describe the factual basis of all Claims asserted, and shall be referred to a Director of HEE and a senior director of served upon the Provider who shall attempt in good faith to resolve it; 24.1.3 if other party hereto by certified or registered mail, return receipt requested. If Demand for Arbitration is not served within the Director of HEE and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to themapplicable time period, the Dispute Claim will be deemed to be time-barred. 17.4 Written notice or Demand for Arbitration, or both, to Employee will be mailed to Employee's address as it appears in the Employer's records. Written notice or Demand for Arbitration, or both, to the Employer, or its officers, directors, employees or agents, shall be referred sent to the CEO of HEE and the CEO of the Provider who VDI, Attention: ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. 17.5 The arbitration shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation be conducted in accordance with the CEDR Model Mediation Procedurethen-current Employment Dispute Resolution Rules of the AAA before a single arbitrator. Unless otherwise agreed between The arbitration shall take place in Los Angeles County, California. (1) The Arbitrator shall be selected as follows. The AAA shall give each party a list of 11 arbitrators drawn from its panel of labor and employment arbitrators. Each side may strike all names on the Partieslist it deems unacceptable. If only one common name remains on the lists of all parties, that individual shall be the Arbitrator. If more than one common name remains on the lists of all parties, the mediator parties shall be nominated by CEDR. To initiate the mediationstrike names alternately, in a Party must serve notice in writing telephone conference no more than five (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (305) days after the date parties receive notice that more than one acceptable arbitrator remains, until only one remains. If no common name remains on the lists of all parties, the AAA shall furnish one additional list, and the above procedure will be utilized. If no arbitrator is designated from the second list, the procedure of the ADR noticeEmployment Resolution Rules will be utilized to select the arbitrator. 24.2 No Party (2) Any party may commence any court proceedings under clause 46.11 (be represented in relation to the whole arbitration by an attorney or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced other representative selected by a delaysuch party. 24.3 If (3) The parties waive the Dispute is not resolved within thirty (30) Business Days after service provisions of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration California Code of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11Civil Procedure Section 1283.

Dispute Resolution Procedure. 24.1 12.1 The Parties shall attempt, in good faith, to resolve any Dispute promptly by negotiation which shall be conducted as follows: (a) The Parties shall forthwith meet to attempt to settle such dispute. (b) If a dispute arises out the Dispute cannot be settled in the meeting referred to in (a) above, either of or in connection with this contract or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this contract, the Parties may refer the Dispute to its operational managers who shall follow conduct negotiations in a timely manner and shall carry out all due diligence required to settle the procedure set out in this clause:dispute; 24.1.1 (c) if the Dispute cannot be resolved by the operational managers within 14 days after the Dispute has been referred to them, either Party shall may give notice to the other written notice of the Dispute, setting out its nature and full particulars Party in writing (“Dispute Notice”), together with relevant supporting documents. On service of the ) that a Dispute Notice, the HEE Representative and the Provider Representative shall attempt in good faith to resolve the Disputehas arisen; 24.1.2 if the HEE Representative and Provider Representative are for any reason unable to resolve the Dispute within thirty (30d) days of service Upon receipt of the Dispute Notice, the Dispute shall be immediately referred to the Managing Directors, or persons in a Director similar senior position of HEE and a senior director of the Provider who that Party. The Managing Directors shall attempt in good faith to resolve it;settle the dispute using their best endeavours. The Managing Directors shall have 14 days within which to settle the Dispute. 24.1.3 if 12.2 If the Director of HEE and the senior director of the Provider persons stated above are for any reason unable unable, or fail, to resolve the Dispute within thirty (30) 14 days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider who shall attempt in good faith to resolve it; and 24.1.4 if the CEO of HEE and the CEO of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (“ADR notice”) to the other Party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation shall start not later than thirty (30) days after the date of the ADR notice. 24.2 No Dispute Notice, and if and to the extent that the Parties do not resolve any Dispute or any issue in the course of this Dispute Resolution Procedure either Party may commence any or continue court proceedings under in respect of such unresolved Dispute or issue. 12.3 Nothing in this clause 46.11 (in relation 12 shall prevent either Party from instigating legal proceedings where an order for an injunction, disclosure or legal precedent is required. 12.4 Without prejudice to the whole Customer's right to seek redress in court, the Supplier shall continue to provide the Services and to perform its obligations under the Agreement and the Customer shall continue to pay the Charges notwithstanding any Dispute or part the implementation of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delayResolution Procedure set out in this clause 13. 24.3 If the Dispute is not resolved within thirty (30) Business Days after service of the ADR notice, or either Party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days, or the mediation terminates before the expiration of the said period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.11.

Dispute Resolution Procedure. 24.1 13.1 If a dispute Dispute arises out of or in connection with this contract or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this contractContract, the Parties parties shall follow the procedure set out in this clause: 24.1.1 (a) either Party party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the HEE Representative Authorised Representatives of both the Authority and the Provider Representative Supplier shall attempt in good faith to resolve the Dispute; 24.1.2 (b) if the HEE Representative and Provider Representative Authorised Representatives of the Authority the Supplier are for any reason unable to resolve the Dispute within thirty (30) 14 days of service of the Dispute Notice, the Dispute shall be referred to a Director senior officers of HEE and a senior director of both the Provider who shall attempt in good faith to resolve it; 24.1.3 if the Director of HEE Authority and the senior director of the Provider are for any reason unable to resolve the Dispute within thirty (30) days of it being referred to them, the Dispute shall be referred to the CEO of HEE and the CEO of the Provider Supplier who shall attempt in good faith to resolve it; and 24.1.4 (c) if the CEO senior officers of HEE the Authority and the CEO of the Provider Supplier are for any reason unable to resolve the Dispute within thirty (30) 30 days of it being referred to them, the Parties shall parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Partiesparties, the mediator shall be nominated by CEDRCEDR Solve. To initiate the mediation, a Party party must serve notice in writing (“ADR notice”) to the other Party party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDRCEDR Solve. The mediation shall will start not later than thirty (30) 30 days after the date of the ADR notice. 24.2 No Party may commence any 13.2 The Supplier shall continue to provide the Services in accordance with the terms of this Contract until a Dispute has been resolved. 13.3 The commencement of mediation shall not prevent the parties commencing or continuing court proceedings under clause 46.11 (in relation to the whole or part of the Dispute until thirty (30) Business Days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delayunder clause 37 and 38 which shall apply at all times. 24.3 13.4 If the Dispute is not resolved within thirty (30) Business Days 60 days after service of the ADR notice, or either Party party fails to participate or to continue to participate in the mediation before the expiration of the said period of thirty (30) Business Days60 days, or the mediation terminates before the expiration of the said periodperiod of 60 days, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 46.1137 and 38 of these General Terms.