Common use of Dispute Resolution Procedures Clause in Contracts

Dispute Resolution Procedures. Any disagreement, claim or dispute between the Government and the Performer concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement in the interests of justice waives this requirement. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of Procurement and Chief Executive Officer of the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director of Procurement and the Performer’s designated representative shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. In the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Director of Procurement may elect to conduct this review personally or through a designee or jointly with the Performer’s designated representative. Following the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, to the extent permitted by law, shall be final and binding.

Dispute Resolution Procedures. 1. Any disagreement, claim or dispute between the Government DARPA and the Performer concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article. 2. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement DARPA in the interests of justice waives this requirement. 3. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of DARPA Senior Procurement Executive and Chief Executive Officer of a senior executive, no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level, appointed by the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director of DARPA Senior Procurement Executive and the Performer’s designated representative appointed senior executive shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. 4. In the absence of a joint decision, upon written request to USSOCOM the Deputy Director of ProcurementDARPA, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Deputy Director of Procurement DARPA may elect to conduct this review personally or through a designee or jointly with a senior executive, no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level, appointed by the Performer’s designated representative. Following the review, the USSOCOM Deputy Director of Procurement DARPA or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, to the extent permitted by law, shall be final and binding.

Dispute Resolution Procedures. 1. Any disagreement, claim or dispute between the Government DARPA and the Performer concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article. 2. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement DARPA in the interests of justice waives this requirement. 3. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party (through the DARPA AO or the Performer Administrator, as the case may be) in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of DARPA Senior Procurement Executive and Chief Executive Officer of senior executive, no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level, appointed by the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director of DARPA Senior Procurement Executive and the Performer’s designated representative appointed senior executive shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. 4. In the absence of a joint decision, upon written request to USSOCOM the Deputy Director of ProcurementDARPA, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Deputy Director of Procurement DARPA may elect to conduct this review personally or through a designee or jointly with a senior executive, no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level, appointed by the Performer’s designated representative. Following the review, the USSOCOM Deputy Director of Procurement DARPA or designee will resolve the issue(s) and issue(s)and notify the Parties in writing. Such resolution is not subject to further administrative review andreview, and to the extent permitted by law, shall be final and binding.

Dispute Resolution Procedures. 1. Any disagreement, claim or dispute between the Government DARPA and the Performer concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article. 2. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement DARPA in the interests of justice waives this requirement. 3. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of DARPA Senior Procurement Executive and Chief Executive Officer of senior executive, no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level, appointed by the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director of DARPA Senior Procurement Executive and the Performer’s designated representative appointed senior executive shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. 4. In the absence of a joint decision, upon written request to USSOCOM the Deputy Director of ProcurementDARPA, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Deputy Director of Procurement DARPA may elect to conduct this review personally or through a designee or jointly with a senior executive, no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level, appointed by the Performer’s designated representative. Following the review, the USSOCOM Deputy Director of Procurement DARPA or designee will resolve the issue(s) and issue(s)and notify the Parties in writing. Such resolution is not subject to further administrative review and, to the extent permitted by law, shall be final and binding.

Dispute Resolution Procedures. 1. Any disagreement, claim or dispute between the Government DARPA and the Performer concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article. 2. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement DARPA in the interests of justice waives this requirement. 3. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing writing, through the DARPA AO, of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of DARPA Senior Procurement Executive and Chief Executive Officer of a senior executive, no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level, appointed by the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director of DARPA Senior Procurement Executive and the Performer’s designated representative appointed senior executive shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. 4. In the absence of a joint decision, upon written request to USSOCOM the Deputy Director of ProcurementDARPA, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Deputy Director of Procurement DARPA may elect to conduct this review personally or through a designee or jointly with a senior executive, no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level, appointed by the Performer’s designated representative. Following the review, the USSOCOM Deputy Director of Procurement or designee DARPA will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, to the extent permitted by law, shall be final and binding.

Dispute Resolution Procedures. 1. Any disagreement, claim or dispute between the Government DARPA and the Performer concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article. 2. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement DARPA in the interests of justice waives this requirement. 3. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party (through the DARPA AO) in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of DARPA Senior Procurement Executive and Chief Executive Officer of senior executive (no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level) appointed by the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director of DARPA Senior Procurement Executive and the Performer’s designated representative senior executive shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. 4. In the absence of a joint decision, upon written request to USSOCOM the Deputy Director of ProcurementDARPA, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Deputy Director of Procurement DARPA may elect to conduct this review personally or through a designee or jointly with a senior executive (no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level) appointed by the Performer’s designated representative. Following the review, the USSOCOM Deputy Director of Procurement or designee DARPA will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, to the extent permitted by law, shall be final and binding.

Dispute Resolution Procedures. Any disagreement, claim or dispute between Either Party shall have the Government and right to initiate steps to resolve any alleged noncompliance with any provision of the Performer concerning questions of fact or law arising from or in connection with this Settlement Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt subject to resolve the issue(s) involved by discussion limitations and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement standards set forth in the interests Settlement Agreement. 1. If one party (the “Initiating Party”) has good reason to believe that an issue of justice waives this requirement. Failing resolution by mutual agreementnoncompliance exists, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing it will first give timely written notice to the other party (the “Responding Party”), including: (a) a reference to all specific provisions of the Settlement Agreement that are involved; (b) a statement of the issue; (c) a statement of the remedial action sought by the Initiating Party; and (d) a brief statement of the specific facts, circumstances, and any other arguments supporting the position of the Initiating Party; and (e) if there is a good faith basis for expedited resolution, the aggrieved Party maycircumstances that make expedited resolution appropriate, in writingand the proposed date for a reasonable expedited response. To be timely, request such notice must be provided promptly. Notice that is not provided promptly because of a joint decision by lack of diligence on the USSOCOM Deputy Director of Procurement and Chief Executive Officer part of the Performer. The other Initiating Party shall submit not serve as a written position on basis for the matter(s) Court to exercise jurisdiction as described in dispute within Section VI.4 above. 2. Within thirty (30) calendar days after being notified that receiving such timely notice or within a decision has been requestedreasonable time for an expedited resolution, the Responding Party shall respond in writing to the statement of facts and arguments set forth in the notice and shall provide its written position, including the facts and arguments upon which it relies in support of its position. 3. The USSOCOM Deputy Director of Procurement Parties shall undertake good-faith negotiations, including meeting and conferring by telephone or in person and exchanging relevant documents and/or other information, to attempt to resolve the Performer’s designated representative shall conduct a review of alleged noncompliance. The written notice set forth in Section VIII.1 may be amended solely to include issue(s) related to the matter(s) original notice that may arise during the meet-and-confer process described in dispute and render a decision this paragraph. 4. If the Initiating Party believes in writing within thirty good faith that efforts to resolve the matter have failed or if sixty (3060) calendar days of have elapsed from the Receiving Party’s receipt of such timely notice, the Initiating Party, after providing written position. Any such joint decision is final and binding. In notice to the absence of Responding Party, may file a joint decisionmotion with the Court, upon written request to USSOCOM Director of Procurementwith a supporting brief, made within thirty (30) calendar days requesting resolution of the expiration of alleged noncompliance, provided however that the time for a decision under subparagraph B.3 above, the dispute relief sought by such motion shall be further reviewed. The USSOCOM Director of Procurement may elect limited to conduct this review personally or through a designee or jointly with the Performer’s designated representative. Following the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify of alleged noncompliance described in the written notice, as to which the Parties have met and conferred as described in writingSection VIII.3. 5. Such resolution is The Responding Party shall be provided with appropriate notice of any such motion and an opportunity to be heard on the motion, as provided under the Civil Local Rules of the District of Vermont and the Federal Rules of Civil Procedure. 6. The Initiating Party cannot subject to further administrative review andseek contempt sanctions as a remedy for alleged noncompliance with the Settlement Agreement. If, however, the Initiating Party successfully argues to the extent permitted by lawCourt that there has been a breach of the Agreement and obtains an order from the Court compelling the Responding Party to remedy the breach, shall be final and bindingif the Responding Party subsequently violates that order, then the Initiating Party is free to seek contempt sanctions for that violation.

Dispute Resolution Procedures. Any disagreement, claim or dispute between among the Government and the Performer Parties concerning questions of fact or law arising from or in connection with this Agreement, and, Agreement and whether or not involving an alleged breach of this Agreement, may be raised only under this Article. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM ACC-NJ, Center Director of Procurement for Emerging Technologies, in the interests interest of justice justice, waives this requirement. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing of documenting the relevant facts, identify identifying unresolved issues, and specify specifying the clarification or remedy sought, and documenting the rationale as to why the clarification/remedy is appropriate. Within five ten (510) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy ACC-NJ, Center Director of Procurement and Chief Executive Officer of the Performerfor Emerging Technologies. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy ACC-NJ, Center Director of Procurement and the Performer’s designated representative shall for Emerging Technologies, will conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding, unless a Party shall, within thirty (30) calendar days request further review as provided by this article. In the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made If requested within thirty (30) calendar days of the expiration ACC-NJ, Center Director for Emerging Technologies’ decision, further review will be conducted by the Chair of the time for MCDC Executive Committee and the ACC-NJ Associate Director. In the event of a decision, or in absence of a decision under subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Director within sixty (60) calendar days of Procurement may elect to conduct this review personally or through a designee or jointly with the Performer’s designated representative. Following the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, referral to the extent permitted Chair of the MCDC Executive Committee and the ACC-NJ, Associate Director (or such other period as agreed to by the parties), either party may pursue any right or remedy provided by law, shall be final including but not limited to the right to seek extraordinary relief under Public Law 85-804. Alternatively, the parties may agree to explore and bindingestablish an Alternate Disputes Resolution procedure to resolve this dispute.

Dispute Resolution Procedures. 1. Any disagreement, claim or dispute between the Government DARPA and the Performer Consortium concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article. 2. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement DARPA in the interests of justice waives this requirement. 3. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party (through the DARPA AO or Consortium Administrator, as the case may be) in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of DARPA Senior Procurement Executive, and Chief Executive Officer senior executive (no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level) appointed by the CMC of the PerformerConsortium. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director of DARPA Senior Procurement Executive, and the Performer’s designated representative senior executive shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. 4. In the absence of a joint decision, upon written request to USSOCOM the Deputy Director of ProcurementDARPA, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Deputy Director of Procurement DARPA may elect to conduct this review personally or through a designee or jointly with a senior executive (no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level) appointed by the Performer’s designated representative. Following the review, the USSOCOM Deputy Director of Procurement DARPA or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review andby the Director of DARPA, whose decision to the extent permitted by law, law shall be final and binding.

Dispute Resolution Procedures. Any disagreement, claim (a) If any dispute arises between or dispute between among any of the Government and Parties as to the Performer concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach interpretation of this Agreement, or other matters set forth herein (each, a “Dispute”), a Party to the Dispute shall promptly, and in any event, no later than 90 days from the date upon which such Party knew or reasonably should have known, of the Dispute, provide written notice of the Dispute to the GDC CEO or the GDC CEO’s designee, and all other Parties to the Dispute. For the avoidance of doubt, for disputes under Article XII, the process described in this Section 15.01 shall not commence until the completion of any applicable design review process contemplated in Article XII. Such written notice shall describe the Dispute in reasonable detail. A Party’s failure to submit such notice of Dispute within 90 days from the date upon which such Party knew or reasonably should have known of the Dispute shall be deemed a waiver by such Party of any claims related to such Dispute. (b) The GDC CEO or the GDC CEO’s designee shall coordinate through the SPCC or other informal means to attempt to resolve any Dispute. The Parties agree to work in good faith to promptly resolve any Disputes in order to avoid delay to the HTP. (c) If the applicable Parties are unable to resolve the Dispute within five business days, unless extended by mutual agreement, then any Party to the Dispute may request that the Dispute be raised only under escalated. The GDC CEO or the GDC CEO’s designee may request at any time that the disputing Parties continue to negotiate in good faith to resolve the Dispute prior to escalation thereof. (d) If the Parties fail to resolve a Dispute pursuant to informal resolution as described above, and a Party has requested that such Dispute be escalated, the GDC CEO or the GDC CEO’s designee shall make a formal determination in writing resolving such Dispute no later than 10 business days following the Party’s request for escalation pursuant to subsection (c) above. (e) If a Party to the Dispute disagrees with determination rendered by the GDC CEO or the GDC CEO’s designee pursuant to subsection (d) above, such Party may request that the Dispute be considered by the full GDC Board. If a Party wishes to submit a Dispute to the GDC Board, then such Party shall deliver written notice of such request no later than 10 business days following the issuance of the written determination by the GDC CEO or the GDC CEO’s designee pursuant to subsection (d). The GDC Board may consider the Dispute within 60 days, and if the GDC Board fails to act within this Article. Whenever disputesperiod, disagreementsthen the Dispute will be subject to procedures referenced in Section 15.02. (f) Pending consideration by the GDC Board of such Dispute, or misunderstandings ariseand any further actions contemplated in Sections 15.02 and 15.03, the Parties shall attempt to resolve perform their respective obligations in accordance with the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification determination made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement in the interests of justice waives this requirement. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of Procurement and Chief Executive Officer of GDC CEO or the PerformerGDC CEO’s designee. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director of Procurement and the Performer’s designated representative shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. In the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Director of Procurement may elect to conduct this review personally or through a designee or jointly with the Performer’s designated representative. Following the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, Except to the extent permitted that the GDC Board determines to overturn a decision rendered by lawthe GDC CEO or the GDC CEO’s designee pursuant to subsection (e), such decision shall be final and bindingfinal, subject to Section 15.03.

Dispute Resolution Procedures. Any disagreementIf, claim or dispute between at any time during the Government and the Performer concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach term of this Agreement, may be raised only Plaintiffs believe that MassHealth or EOHHS is not in compliance with any one or more of its obligations under this Article. Whenever disputes, disagreements, or misunderstandings ariseAgreement, the Parties parties shall attempt to resolve follow the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event dispute resolution procedures set forth in this Section VII. A. Plaintiffs shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement in the interests of justice waives this requirement. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party notify MassHealth and/or EOHHS in writing of the relevant facts, identify unresolved issues, any alleged noncompliance with this Agreement and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, shall request a joint decision by meeting with MassHealth and/or EOHHS for the USSOCOM Deputy Director purpose of Procurement attempting to remedy such alleged noncompliance. Plaintiffs and Chief Executive Officer of the Performer. The other Party MassHealth shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director of Procurement and the Performer’s designated representative shall conduct a review of the matter(s) in dispute and render a decision in writing meet within thirty (30) calendar days of receipt such notification of such written positionalleged noncompliance. B. If Plaintiffs are not satisfied that such alleged noncompliance has been remedied, at any time after sixty (60) calendar days after Plaintiffs notified MassHealth and/or EOHHS of such alleged noncompliance, Plaintiffs may file a motion with the Court seeking a judicial determination that MassHealth and/or EOHHS is not substantially complying with this Agreement. Any such joint decision is final and binding. In the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made within Within thirty (30) calendar days of the filing of such motion, MassHealth and/or EOHHS shall file its response to such motion. If the Court finds that MassHealth and/or EOHHS has not substantially complied with this Agreement, it may enter an order consistent with equitable principles, but not an order of contempt, that is designed to achieve compliance by MassHealth and/or EOHHS with this Agreement. C. If Plaintiffs believe that MassHealth and/or EOHHS has not complied with an order entered pursuant to this Section VII, Plaintiffs may, after reasonable notice to MassHealth and/or EOHHS, move for further relief from the Court to obtain compliance with the Court’s prior order. D. Notwithstanding anything in this Section VII to the contrary, if Plaintiffs believe that MassHealth and/or EOHHS is not substantially complying with any one or more of its obligations under this Agreement within ninety (90) calendar days before the expiration of the time term of this Agreement, Plaintiffs may file a noncompliance motion with the Court without following the dispute resolution procedures set forth in this Section VII. Within fourteen (14) calendar days of the filing of such a motion, MassHealth and/or EOHHS shall file its response to such motion. Such a motion may include a request for an interim order for the extension of the terms of the specific provisions of this Agreement that Plaintiffs believe that MassHealth and/or EOHHS is not substantially complying with pending a decision under subparagraph B.3 aboveruling on such a motion. If the Court finds that MassHealth and/or EOHHS is not in substantial compliance, the dispute shall be further reviewedCourt may, even after the expiration of the term of this Agreement, extend the terms of those provisions of this Agreement as to which MassHealth and/or EOHHS is not in substantial compliance for such time as is necessary for MassHealth and/or EOHHS to obtain substantial compliance. The USSOCOM Director of Procurement may elect to conduct Except as provided in this review personally or through a designee or jointly with the Performer’s designated representative. Following the reviewSection VII, the USSOCOM Director term of Procurement this Agreement and the Court’s jurisdiction over this Agreement shall terminate as provided in Section VI. E. This Agreement may be enforced only by Plaintiffs. Nothing contained in this Agreement is intended to confer any rights or designee will resolve remedies on any person other than the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, to the extent permitted by law, shall be final and bindingparties hereto.

Dispute Resolution Procedures. (i) If the Seller disagrees in good faith with the Purchaser’s calculation of the Adjusted Closing Working Capital as set forth in the Closing Working Capital Statement, the Seller may, within 30 days following the later of the Seller’s receipt of the Closing Working Capital Statement and the Seller’s receipt of the WC Supporting Materials, deliver to the Purchaser a written notice of disagreement setting forth in reasonable detail (A) each specific item or amount included in (or excluded from) the Closing Working Capital Statement as to which the Seller disagrees, (B) the basis for each such disagreement and (C) the Seller’s calculation of the Adjusted Closing Working Capital. The Seller shall be deemed to have agreed with all other items and amounts set forth in the Closing Working Capital Statement other than those specified in a notice of disagreement. (ii) If the Seller does not duly and timely deliver a notice of disagreement to the Purchaser that complies with Section 2.3(b)(i), or if the Seller delivers a notice to the Purchaser accepting the Closing Working Capital Statement, then the Closing Working Capital Statement delivered pursuant to Section 2.3(a) and the calculations set forth therein shall be final, binding and conclusive on the Parties. (iii) If the Seller duly and timely delivers a notice of disagreement to the Purchaser that complies with Section 2.3(b)(i), the Purchaser and the Seller shall, during the 30-day period following the Purchaser’s receipt of such notice, negotiate in good faith and use commercially reasonable efforts to resolve promptly all of the disputed items and amounts specified in the notice of disagreement. Any disagreement, claim or dispute such disputed items and amounts that are resolved by a written agreement between the Government Purchaser and the Performer concerning questions Seller within such 30-day dispute resolution period shall be final, binding and conclusive on the Parties and shall become part of fact or law arising from or the calculation of the Adjusted Closing Working Capital. (iv) If the Purchaser and the Seller are unable to resolve all of the disputed items and amounts that were properly included in connection with this Agreementa notice of disagreement by the end of such 30-day dispute resolution period, andthen as promptly as practicable and in no event later than ten days thereafter, whether or not involving they shall jointly engage and submit the unresolved disputed items and amounts for resolution to an alleged breach independent nationally recognized accounting firm mutually acceptable to the Purchaser and the Seller. If the Parties are unable to agree on such an accounting firm within 10 days after the end of this Agreement, may be raised only under this Article. Whenever disputes, disagreements, or misunderstandings arisesuch 30-day dispute resolution period, the Parties Purchaser and the Seller shall attempt jointly appoint Deloitte LLP as the independent accounting firm to resolve the issue(sunresolved disputed items and amounts, provided that if Deloitte LLP is not, at that time, independent of the Parties and their Affiliates or is otherwise unwilling or unable to act as the independent accounting firm, the Purchaser and the Seller shall each select an independent nationally recognized accounting firm and such two firms shall jointly select a third independent nationally recognized accounting firm to act as the independent accounting firm. Each Party agrees to execute, if requested by the accounting firm, a reasonable engagement letter with such accounting firm. (v) involved The Purchaser and the Seller shall jointly instruct the accounting firm that: (A) it shall act as an expert in accounting, and not as an arbitrator, to resolve the unresolved disputed items and amounts that were properly included in the notice of disagreement in accordance with IFRS, applied on a basis consistent with past practice of the ELN Companies; (B) it shall base its decision solely on the written submissions of the Purchaser and the Seller and shall not conduct an independent review or audit; (C) it may not assign a dollar value to any disputed item greater than the highest amount or less than the lowest amount claimed by discussion the Purchaser or the Seller, as applicable; and mutual agreement (D) it shall deliver to the Purchaser and the Seller its written decision setting forth its calculations of the Adjusted Closing Working Capital and any adjustment to the Purchase Price as soon promptly as practicable. In practicable (but in no event shall a dispute, disagreement or misunderstanding which arose more later than three (330 days) months prior after the submission of the unresolved disputed items to the notification made under subparagraph B.3 accounting firm, which written decision shall be final, binding and conclusive on the Parties. The Closing Working Capital Statement shall be revised as necessary to reflect the accounting firm’s written decision, and such decision may be entered as a judgment in any court of this article constitute competent jurisdiction. (vi) The fees and expenses of the basis for relief under this article unless accounting firm shall be allocated among the USSOCOM Director of Procurement Purchaser, on the one hand, and the Seller, on the other hand, in the interests of justice waives this requirement. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, same proportion that their respective positions are confirmed or misunderstanding by notifying the other Party in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision rejected by the USSOCOM Deputy Director of Procurement and Chief Executive Officer of the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty accounting firm (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director of Procurement and the Performer’s designated representative shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. In the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph B.3 above, the dispute which proportionate allocations also shall be further reviewed. The USSOCOM Director of Procurement may elect to conduct this review personally or through a designee or jointly with determined by the Performer’s designated representative. Following the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) accounting firm and notify the Parties included in writing. Such resolution is not subject to further administrative review and, to the extent permitted by law, shall be final and bindingits written decision).

Dispute Resolution Procedures. Any disagreementA. The parties will attempt in good faith to promptly resolve any material dispute regarding this Agreement by negotiations between senior management ("Senior Management") of the parties. Senior Management of each party will meet within ten (10) calendar days of notice ("Notice of Dispute") by a party of the existence of a material dispute, claim or at a mutually agreed time and place, to resolve the material dispute. Senior Management, who shall have the authority to settle the dispute, shall prepare and exchange memoranda stating the issues in the material dispute between and their positions. If the Government and material dispute is not resolved to the Performer concerning questions mutual satisfaction of fact or law arising from or in connection with this Agreementthe parties within seven (7) calendar days of the meeting of Senior Management, and, whether or not involving an alleged breach of this Agreement, then the parties may be raised only under this Article. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior controversy using mediation. B. If the matter has not been resolved pursuant to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement in the interests of justice waives this requirement. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of Procurement and Chief Executive Officer of the Performer. The other Party shall submit a written position on the matter(s) in dispute aforesaid mediation procedure within thirty (30) calendar days after being notified that of the issuance of a decision has been requestedparty of a Notice of Dispute, or if either party will not participate in mediation, then either party may initiate arbitration upon fifteen (15) calendar days written notice to the other party. The USSOCOM Deputy Director Notwithstanding the foregoing, all deadlines specified above may be extended upon mutual written agreement of Procurement and the Performer’s designated representative shall conduct parties. C. Except for the right of either party to apply to a court of competent jurisdiction for review of the matter(saward of arbitration, for a temporary restraining order, preliminary injunction or other equitable relief to preserve the status quo, or disputes relating to breach of the confidentiality, non-disclosure or trade secret provisions of this Agreement, all claims, disputes, controversies and other matters relating to breach of this Agreement, and which cannot be resolved by the parties shall be settled by arbitration in accordance with this Agreement. D. Notice requesting arbitration ("Arbitration Notice"), or any other notice made in connection therewith, shall be made in writing by one party and sent by certified mail, return receipt requested, to the other party. The Arbitration Notice shall state in particular all issues to be resolved in the view of the complaining party, shall appoint the arbitrator selected by the complaining party and shall set a tentative date for the arbitration hearing, which date shall be no sooner than forty-five (45) calendar days and no later than ninety (90) calendar days from the date that the Arbitration Notice is mailed. Within twenty (20) calendar days of receipt of the complaining party's Arbitration Notice, the respondent shall notify the complaining party of the location for conducting arbitration and the name of its appointed arbitrator. When the two arbitrators have been appointed, they shall agree on a third independent arbitrator and shall appoint such person by written notice to the parties signed by both arbitrators within thirty (30) calendar days from the date of the appointment of the second arbitrator. If the two arbitrators fail to agree upon the appointment of an independent arbitrator at the end of thirty (30) calendar days following the appointment of the second arbitrator, then the independent arbitrator shall be appointed by the American Arbitration Association ("AAA"), or its successor, in dispute accordance with its then prevailing commercial arbitration rules then in effect. The three (3) arbitrators shall constitute the arbitration board ("Board"). E. The members of the Board shall be active or retired (i) lawyers or professionals familiar with insurance and/or (ii) active or former officers or management employees of insurance and/or data processing firms and/or software development companies. The person selected by the two respective arbitrators appointed by the parties shall be the umpire or chief arbitrator and must be a licensed attorney. F. Arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association ("AAA") then in effect except as modified herein. G. The parties agree that all then current employees of each with material relevant information will be voluntarily produced, at the employer's expense, for all proper discovery and arbitration hearings. H. The cost of the arbitration relative to the arbitrators and the AAA ("Costs") shall be borne equally pending the arbitrators' award. Each party shall bear its own expenses for attorneys' fees. The prevailing party in any arbitration proceeding hereunder shall be entitled, in addition to such other relief as may be granted, to recover the portion of the Costs incurred by that party in connection with arbitration under the Agreement prior to the award. I. The parties agree that the Board shall be required to render a its decision in writing within thirty (30) calendar days of receipt the conclusion of the arbitration proceedings, unless such time shall be extended by mutual written positionagreement of the parties. J. With respect to any matter brought before the Board, the Board shall make a decision having regard to the intentions of the parties, the terms of this Agreement, and custom and usage of the insurance and data processing industry. Any such joint Such decisions shall be in writing and shall state the findings of fact and conclusions of law upon which the decision is final and bindingbased, provided that such decision may not (i) award consequential, punitive, special, incidental or exemplary damages, or (ii) include a suspension of this Agreement or any provisions hereof. In the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made within thirty (30) calendar days of the expiration of the time for a The decision under subparagraph B.3 above, the dispute shall be further reviewedbased exclusively upon the evidence presented by the parties at a hearing in which evidence shall be allowed. The USSOCOM Director Said decisions may be reviewable and vacated, modified or corrected, in whole or in part, by appropriate courts of Procurement may elect to conduct this review personally competent jurisdiction for clear abuses of discretion or through a designee or jointly with errors at law by the Performer’s designated representativeBoard. Following If the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties in writing. Such resolution decision is not subject to further administrative review andvacated, to the extent permitted by lawmodified, or corrected in whole or in part upon an appeal, such decision shall be final and bindingbinding upon all parties to the proceeding and may be entered by either party in any court having competent jurisdiction. (The remainder of this page is intentionally left blank.)

Dispute Resolution Procedures. 1. Any disagreement, claim or dispute between the Government DARPA and the Performer concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article. 2. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph Subparagraph B.3 of this article Article constitute the basis for relief under this article Article unless the USSOCOM Director of Procurement DARPA in the interests of justice waives this requirement. 3. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party (through the DARPA AO) in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of DARPA Senior Procurement Executive and Chief Executive Officer of senior executive (no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level) appointed by the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director of DARPA Senior Procurement Executive and the Performer’s designated representative senior executive shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. 4. In the absence of a joint decision, upon written request to USSOCOM the Deputy Director of ProcurementDARPA, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph Subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Deputy Director of Procurement DARPA may elect to conduct this review personally or through a designee or jointly with a senior executive (no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level) appointed by the Performer’s designated representative. Following the review, the USSOCOM Deputy Director of Procurement or designee DARPA will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, to the extent permitted by law, shall be final and binding.

Dispute Resolution Procedures. Any disagreement, claim or dispute between the Government NIH and the Performer Recipient concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 of this article Article constitute the basis for relief under this article unless the USSOCOM Director of Procurement in the interests of justice waives this requirementArticle. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, disagreement or misunderstanding by notifying the other Party (through the NIH OTAO or the RBO, as the case may be) in writing of documenting the relevant facts, identify identifying unresolved issues, and specify specifying the clarification or remedy sought. Within five ten (510) working business days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy All of Us Director of Procurement Awards Management appointed by the NIH, and Chief Executive Officer of a senior executive appointed by the PerformerRecipient. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy All of Us Director of Procurement Awards Management appointed by the NIH, and a senior executive appointed by the Performer’s designated representative Recipient, shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. In the absence of a joint decision, upon written request the matter will be elevated to USSOCOM Director the All of Procurement, made within thirty (30) calendar days of the expiration of the time Us Chief Financial and Management Officer for a decision under subparagraph B.3 above, the dispute shall be further reviewedreview. The USSOCOM Director All of Procurement Us Chief Financial and Management Officer may elect to conduct this review personally or through a designee or jointly with a senior executive appointed by the Performer’s designated representativeRecipient. Following the review, the USSOCOM Director All of Procurement Us Chief Financial and Management Officer or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review andby the All of Us Chief Financial and Management Officer, whose decision to the extent permitted by law, shall be final and binding.

Dispute Resolution Procedures. Any disagreementThe Stockholders’ Representative shall have until thirty (30) days after the delivery of the Closing Date Working Capital calculation, claim to review such calculation and propose any adjustments thereto. All adjustments proposed by the Stockholders’ Representative shall be set out in detail in a written statement delivered to the Parent (the “Adjustment Statement”) and shall be incorporated into the Closing Date Balance Sheet, unless the Parent shall object in writing to such proposed adjustments (the proposed adjustment or dispute between adjustments to which the Government Parent objects are referred to herein as the “Contested Adjustments” and the Performer concerning questions Parent’s objection notice is referred to herein as the “Contested Adjustment Notice”) within ten (10) days of fact delivery by the Stockholders’ Representative to the Parent of the Adjustment Statement. If the Parent delivers a Contested Adjustment Notice to the Stockholders’ Representative, the Parent and the Stockholders’ Representative shall attempt in good faith to resolve their dispute regarding the Contested Adjustments, but if a final resolution thereof is not obtained within ten (10) business days after the Parent delivers to the Stockholders’ Representative such Contested Adjustment Notice, either the Parent or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach the Stockholders’ Representative may retain for the benefit of this Agreement, may be raised only under this Article. Whenever disputes, disagreementsall the parties hereto Deloitte & Touche LLP, or misunderstandings ariseif unable or unwilling to serve, another nationally recognized Independent accounting firm acceptable to both the Parties shall attempt Stockholders’ Representative and the Parent (the “Independent Accountant”) to resolve any remaining disputes concerning the issue(s) involved by discussion Contested Adjustments. If the Independent Accountant is retained, then the Stockholders’ Representative and mutual agreement as soon as practicable. In no event the Parent shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior each submit to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement in the interests of justice waives this requirement. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party Independent Accountant in writing not later than fifteen (15) days after the Independent Accountant is retained their respective positions with respect to the Contested Adjustments, together with such supporting documentation as they deem necessary or as the Independent Accountant requests. The Independent Accountant shall not review or take into account any information that is not submitted within the fifteen (15) day deadline and shall only make a determination as to the Contested Adjustments and not other items on the Closing Date Balance Sheet. The Independent Accountant’s determination of the relevant facts, identify unresolved issues, and specify Contested Adjustments shall not be higher than the clarification highest amounts or remedy sought. Within five (5) working days after providing notice to lower than the other Party, the aggrieved Party may, in writing, request a joint decision lowest amounts proposed by the USSOCOM Deputy Director of Procurement Parent and Chief Executive Officer of the PerformerStockholders’ Representative. The other Party shall submit a written position on the matter(s) in dispute Independent Accountant shall, within thirty (30) calendar days after receiving the positions of both the Stockholders’ Representative and the Parent and all supplementary supporting documentation requested by the Independent Accountant, but no later than sixty (60) days after being notified that a retained, render its decision has been requested. The USSOCOM Deputy Director of Procurement and the Performer’s designated representative shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. In the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Director of Procurement may elect to conduct this review personally or through a designee or jointly with the Performer’s designated representative. Following the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, as to the extent permitted by lawContested Adjustments, which decision shall be final and bindingbinding on, and nonappealable by, the Stockholders’ Representative and the Parent. The fees and expenses of the Independent Accountant shall be paid by the party whose estimate of the Contested Adjustments is furthest from the Independent Accountant’s calculation of the Contested Adjustments. The decision of the Independent Accountant shall also include a certificate of the Independent Accountant setting forth the final Closing Date Working Capital calculation (the “Settlement Amount Certificate”). The Closing Date Balance Sheet shall be deemed to include all proposed adjustments not disputed by the Parent and those adjustments accepted or made by the decision of the Independent Accountant in resolving the Contested Adjustments.

Dispute Resolution Procedures. 1. Any disagreement, claim or dispute between the Government DARPA and the Performer concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article. 2. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph Subparagraph B.3 of this article Article constitute the basis for relief under this article Article unless the USSOCOM Director of Procurement DARPA in the interests of justice waives this requirement. 3. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing writing, through the DARPA AO, of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of DARPA Senior Procurement Executive and Chief Executive Officer of a senior executive, no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level, appointed by the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director of DARPA Senior Procurement Executive and the Performer’s designated representative appointed senior executive shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. 4. In the absence of a joint decision, upon written request to USSOCOM the Deputy Director of ProcurementDARPA, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph Subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Deputy Director of Procurement DARPA may elect to conduct this review personally or through a designee or jointly with a senior executive, no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level, appointed by the Performer’s designated representative. Following the review, the USSOCOM Deputy Director of Procurement or designee DARPA will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, to the extent permitted by law, shall be final and binding.

Dispute Resolution Procedures. 1. Any disagreement, claim or dispute between the Government DARPA and the Performer concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article. 2. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph Subparagraph B.3 of this article Article constitute the basis for relief under this article Article unless the USSOCOM Director of Procurement DARPA in the interests of justice waives this requirement. 3. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party (through the DARPA AO or the Performer Administrator, as the case may be) in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of DARPA Senior Procurement Executive and Chief Executive Officer of senior executive, no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level, appointed by the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director of DARPA Senior Procurement Executive and the Performer’s designated representative appointed senior executive shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. 4. In the absence of a joint decision, upon written request to USSOCOM the Deputy Director of ProcurementDARPA, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph Subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Deputy Director of Procurement DARPA may elect to conduct this review personally or through a designee or jointly with a senior executive, no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level, appointed by the Performer’s designated representative. Following the review, the USSOCOM Deputy Director of Procurement DARPA or designee will resolve the issue(s) and issue(s)and notify the Parties in writing. Such resolution is not subject to further administrative review andreview, and to the extent permitted by law, shall be final and binding.

Dispute Resolution Procedures. 1. Any disagreement, claim or dispute between the Government DARPA and the Performer concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article, which describes the applicable administrative review process. Completion of this process forecloses any further administrative review and must be pursued prior to any other dispute resolution process. 2. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months [TIME PERIOD IS NEGOTIABLE BUT SHOULD BE NO MORE THAN 6 MONTHS] from when the Party know or should have known the basis of the action prior to the notification made under subparagraph Section B.3 of this article constitute Article, which constitutes the basis for relief under this article Article unless the USSOCOM Director of Procurement DARPA in the interests of justice waives this requirement. 3. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party (through the DARPA AO or the Performer’s Administrator, as the case may be) in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of DARPA Senior Procurement Executive, and Chief Executive Officer of senior executive no lower than [INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY] level appointed by the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director of DARPA Senior Procurement Executive, and the Performer’s designated representative senior executive shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. 4. In the absence of a joint decision, upon written request to USSOCOM the Deputy Director of ProcurementDARPA, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph Section B.3 of the Article above, the dispute shall be further reviewed. The USSOCOM Deputy Director of Procurement DARPA may elect to conduct this review personally or through a designee or jointly with a senior executive no lower than [INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY] level appointed by the Performer’s designated representative. Following the review, the USSOCOM Deputy Director of Procurement DARPA or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review andby the Director of DARPA, whose decision to the extent permitted by law, law shall be final and binding. 5. Subject only to this Article, if not satisfied with the results of completing the above administrative review process, either party may within thirty (30) calendar days of receipt of the notice in Section B.4 of this Article above pursue any right and remedy in a court of competent jurisdiction.

Dispute Resolution Procedures. 1. Any disagreement, claim or dispute between the Government DARPA and the Performer concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article. 2. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph Subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement DARPA in the interests of justice waives this requirement. 3. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of DARPA Senior Procurement Executive and Chief Executive Officer of senior executive, no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level, appointed by the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director of DARPA Senior Procurement Executive and the Performer’s designated representative appointed senior executive shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. 4. In the absence of a joint decision, upon written request to USSOCOM the Deputy Director of ProcurementDARPA, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph Subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Deputy Director of Procurement DARPA may elect to conduct this review personally or through a designee or jointly with a senior executive, no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level, appointed by the Performer’s designated representative. Following the review, the USSOCOM Deputy Director of Procurement DARPA or designee will resolve the issue(s) and issue(s)and notify the Parties in writing. Such resolution is not subject to further administrative review and, to the extent permitted by law, shall be final and binding.

Dispute Resolution Procedures. 1. Any disagreement, claim or dispute between the Government ARPA-H and the Performer concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article. This Article describes the applicable administrative review process that must be completed by the parties before any other dispute resolution process or legal action pertaining to the terms of this Agreement may be taken. Completion of this process forecloses any further administrative review. 2. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 of this article Article 6 (B)(3), constitute the basis for relief under this article Article unless the USSOCOM Director of Procurement ARPA-H in the interests of justice waives this requirement. 3. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party (through the ARPA-H AO or the Performer’s Administrator, as the case may be) in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director ARPA-H Head of Procurement Contracting Activity, and Chief Executive Officer of a senior executive no lower than [INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY] level appointed by the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director ARPA-H Head of Procurement Contracting Activity, and the Performer’s designated representative senior executive shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. 4. In the absence of a joint decision, upon written request to USSOCOM the Deputy Director of Procurement▇▇▇▇-▇, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph B.3 aboveArticle 6 (B)(3), the dispute shall be further reviewed. The USSOCOM Deputy Director of Procurement ARPA-H may elect to conduct this review personally or through a designee or jointly with a senior executive no lower than [INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM AND ABOVE THE PERSON IDENTIFIED AT SUBPARAGRAPH 3 TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY] level appointed by the Performer’s designated representative. Following the review, the USSOCOM Deputy Director of Procurement or designee ARPA-H will resolve the issue(s) reach a decision and notify the Parties in writing. Such resolution is not subject to further administrative review and, to To the extent permitted by law, such resolution shall be final and binding, except that if not satisfied with the results of completing the administrative review process, either party may pursue any right and remedy in a court of competent jurisdiction.

Dispute Resolution Procedures. Any disagreement, claim or dispute between the Government and the Performer concerning questions of fact or law arising from or A statewide Fiscal Alternative Dispute Resolution Committee (ADR committee) will be established to address grievances filed in connection accordance with this Agreementagreement. The ADR committee shall be composed of six members, andwhich will include three management representatives and three union representatives. The management representatives shall include two exempt employees with expertise in fiscal and one employee from the Ohio Department of Administrative Services, whether or Office of Talent Management. The union representatives shall include two bargaining unit employees with expertise in fiscal and one employee from OCSEA’s Office of General Counsel. The Union and Management representatives may rotate. Management and union experts shall not involving serve as a representative on the committee for grievances from their own agency. The dispute resolution procedures for employees to appeal their classification allocation shall be as follows: a. Employees may appeal their classification allocations by filing an alleged breach of this Agreement, may be raised only under this Article. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement in the interests of justice waives this requirement. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing electronic grievance at Step 2 of the relevant facts, identify unresolved issues, and specify the clarification or remedy soughtWorking out of Class grievance process. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of Procurement and Chief Executive Officer of the Performer. The other Party Such grievances shall submit a written position on the matter(s) in dispute be filed within thirty (30) calendar days after being notified from the date the employee receives notification of their classification allocation. At the time of filing, each grievance shall specify the classification that a decision has been requestedthe employee believes is appropriate. The USSOCOM Deputy Director grievance may only state one classification. b. The ADR committee will set dates by agency to hear all unresolved grievances. The ADR committee will determine if it agrees or disagrees with the agency allocation. If the committee reaches agreement, the decision will either be recorded as “Agree” or “Disagree”. If the ADR committee cannot reach agreement, the decision will be recorded as “No Consensus Reached”. If the ADR Committee determines that additional information is needed, the ADR committee may delay recording until the grievance is further investigated by the ADR Committee. Grievances that are unresolved by the joint ADR committee will be reviewed by the Union Fiscal Review Committee to determine grievances to be arbitrated. The Union Fiscal Review Committee will be comprised of Procurement three (3) members from the State Wide 36.05 Fiscal Committee and will be released with pay. OCB shall not unreasonably deny such requests. The purpose of the committee is to review the merits of all outstanding grievances from the Joint ADR Committee and determine which grievances will be arbitrated. OCSEA will notify OCB and the Performer’s designated representative shall conduct a review grievant of the matter(s) disposition of grievances. Cases approved for arbitration will be scheduled by the parties. c. The parties will select an arbitrator knowledgeable in dispute classification and render compensation. The arbitrator shall issue a bench decision stating whether the classification assignment proposed in writing within thirty (30) calendar days the grievance is appropriate. If so, the employee shall be reclassified accordingly, and shall receive a pay adjustment effective the date the study was implemented. The decision of receipt of such written position. Any such joint decision the arbitrator is final and binding. In Except as otherwise modified by this agreement, arbitration will be conducted in accordance with Article 19 of the absence CBA. STATE OF OHIO (DAS) CLASSIFICATION SPECIFICATION CLASSIFICATION SERIES Financial Analyst SERIES NUMBER 6656 MAJOR AGENCIES All Agencies EFFECTIVE DRAFT SERIES PURPOSE The purpose of a joint decisionthe financial analyst occupation is to prepare, upon written request process &/or analyze accounting records, financial statements, &/or other financial reports & data. GLOSSARY – the terms below are to USSOCOM be interpreted as follows wherever they appear in the classification specification: ACH – Automated Clearing House Advanced level of experience in spreadsheet software – advanced formulas, pivot tables, macros AGO – Ohio Attorney General’s Office A/P – Accounts Payable A/R – Accounts Receivable ASAP – U. S. Automated Standard Application for Payments Basic level of experience in spreadsheet software – entering data, sorting/filtering, basic functions (e.g., sum, average, subtotal), formatting BI – Business Intelligence reporting module of Ohio Administrative Knowledge System CAP – Corrective Action Plan Controlling Board – comprised of the Director of Procurementthe Office of Budget & Management, made within thirty (30) calendar days or his or her designee, & six members of the expiration of the time for a decision under subparagraph B.3 above, the dispute shall be further reviewedOhio General Assembly. The USSOCOM Director board provides legislative oversight over certain capital & operating expenditures by state agencies & has approval authority over various other state fiscal & purchasing activities. The board is a mechanism for handling certain limited day-to-day adjustments needed in the state budget. DPM – U.S. Division of Procurement may elect Payment Management ERP – Enterprise Resource Planning system FIN – Financials module of Ohio Administrative Knowledge System G5 – U.S. Department of Education federal grant system Intermediate level of experience in spreadsheet software – basic formulas (e.g., lookup, IF/OR, linking), charts, graphs, tables, conditional formatting ISTV – Intrastate Transfer Voucher MBE/EDGE – Minority Business Enterprise/ Encouraging Diversity, Growth & Equity Multi-purpose workcentre – printer/copier/scanner/fax machine OAKS – Ohio Administrative Knowledge System OBM – Ohio Office of Budget & Management OIL – Occupational Injury Leave OSS – Ohio Office of Shared Services POA – Period of Availability SFY – State Fiscal Year TOS – Ohio Treasurer of State Job duty, knowledge, skill, & ability statements at a lower-level are understood to conduct this review personally be able to be performed at any higher level. Financial Associate 66561 28 DRAFT The entry level class works under immediate supervision & requires some knowledge of accounting systems & procedures in order to prepare, compile & verify statistical, financial, accounting or through auditing data, reports & tables related to accounts payable & accounts receivable &/or perform payroll activities. Financial Analyst 66562 30 DRAFT The full performance level class works under general supervision & requires considerable knowledge of accounting systems & procedures in order to examine, &/or analyze accounting records, financial statements, or other financial reports to assess accuracy, completeness, & conformance to reporting & procedural standards. Senior Financial Analyst 66563 32 DRAFT The advanced level class works under direction & requires thorough knowledge of accounting systems & procedures in order to independently or as a designee or jointly lead worker (i.e., provide work direction & training) research & analyze complex information to resolve errors, modify data &/or determine appropriate action with external involvement, &/or administer the Performer’s designated representativefiscal aspect of grant(s). Following the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, to the extent permitted by law, shall be final and binding.Financial Associate 66561 14 DRAFT 28

Dispute Resolution Procedures. Any disagreement, claim In the event that any material controversy or dispute arises between the Government and Parties to this Agreement with respect to the Performer concerning questions of fact enforcement or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach interpretation of this Agreement, may be raised only under or of any specific terms and provisions set forth in this Article. Whenever disputes, disagreements, or misunderstandings ariseAgreement, the Parties shall use their best reasonable efforts and due diligence to reach an agreement for the resolution of such controversy or dispute prior to the initiation of any formal legal action. In the event that the Parties are unable to resolve the controversy or dispute in the ordinary course of business, either Party may trigger the dispute resolution procedures set forth in this Section 11.8 (“Dispute Resolution Procedures”) by delivering written notice to the other Party of a request for dispute resolution (“Dispute Resolution Request”). Within ten (10) days of the date that a Party receives a Dispute Resolution Request, the ▇▇▇▇▇▇▇ of the University and the SENIOR VP of CGI or his/her designee shall meet and attempt to resolve the issue(s) involved by discussion dispute. If they are unable to do so, within 20 days after the meeting, each shall prepare a written dispute resolution summary and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior deliver it to the notification made under subparagraph B.3 SENIOR VP of this article constitute CGI and President of the basis for relief under this article unless University who shall meet in person within 30 days after the USSOCOM Director of Procurement in the interests of justice waives this requirement. Failing resolution by mutual agreement, the aggrieved Party shall document second written dispute summary is delivered and attempt to resolve the dispute, disagreement, . If they are unable to resolve such controversy or misunderstanding by notifying the other Party in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of Procurement and Chief Executive Officer of the Performer. The other Party shall submit a written position on the matter(s) in dispute within such thirty (30) calendar days after being notified that day period, or fail to meet within such time, either Party may initiate mediation of the dispute by submitting to JAMS or a decision has been similarly qualified meditation entity (the dispute mediation entity, “DM”) and to the other Party a written request for mediation, setting forth the subject of the dispute and the relief requested. The USSOCOM Deputy Director Parties will cooperate with DM and each other in the mediation process. The mediation will be conducted in accordance with the applicable practices and procedures of Procurement DM. Each Party will bear its own expenses in the mediation process and will share equally the Performer’s designated representative shall conduct charges of DM. If the parties are unable to resolve the dispute via mediation, either party may institute formal legal action at law. If any Party fails to respond to a review of Dispute Resolution Request within the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. In the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made within thirty (30) calendar days of the expiration of the proscribed time for a decision under subparagraph B.3 aboveset forth herein, the dispute shall be other Party may proceed with formal legal action without further revieweddelay. The USSOCOM Director of Procurement may elect to conduct this review personally or through a designee or jointly with the Performer’s designated representative. Following the reviewHowever, the USSOCOM Director foregoing provisions of Procurement this Section shall not be interpreted to restrict any Party to this Agreement from pursuing emergent relief or designee will resolve the issue(s) and notify the Parties equitable relief from a court of competent jurisdiction at any time or terminating this Agreement in writing. Such resolution is not subject to further administrative review and, to the extent permitted by law, shall be final and bindingaccordance with its termination provisions.

Dispute Resolution Procedures. Any disagreement, claim or dispute between In the Government and event the Performer concerning questions of fact or law arising from or Securityholder Representative objects to any Earn-Out Amount set forth in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article. Whenever disputes, disagreements, or misunderstandings ariseany Earn-Out Notice, the Parties shall attempt Securityholder Representative must deliver to resolve Acquiror within twenty (20) Business Days of the issue(sdate of the applicable Earn-Out Notice (the “Earn-Out Objection Period”) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 of this article constitute written notice setting forth the basis for relief under this article unless such objections (the USSOCOM Director of Procurement in “Earn-Out Objection Notice”). If Acquiror does not receive an Earn-Out Objection Notice by the interests of justice waives this requirement. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing end of the relevant factsEarn-Out Objection Period, identify unresolved issuesAcquiror shall, and specify the clarification or remedy sought. Within within five (5) working days after providing notice Business Days following last day of the Earn-Out Objection Period, deliver to the other PartyPaying Agent the applicable Earn-Out Amount set forth in the applicable Earn-Out Notice to be distributed to the Securityholders in accordance with the Closing Payment Certificate. (i) If Acquiror agrees to an Earn-Out Amount as set forth in any Earn-Out Objection Notice, Acquiror shall, within five (5) Business Days of reaching such agreement, deliver to the aggrieved Party mayPaying Agent the applicable agreed Earn-Out Amount to be distributed in accordance with the Closing Payment Certificate. (ii) If no such agreement is reached after good faith negotiations, either party may pursue its claims in writingaccordance with applicable Law and the terms hereof. (iii) The rights, request a joint decision by the USSOCOM Deputy Director duties, responsibilities, obligations and limitations of Procurement and Chief Executive Officer liability of the Performer. Securityholder Representative shall be as set forth in Section 2.17. (iv) No right or interest in the Earn-Out Amounts or proceeds from the Earn-Out Amounts may be assigned or otherwise transferred by any Stockholder. (v) The Securityholder Representative shall be prohibited from asserting in an Earn-Out Objection Notice, any facts, circumstances, actions, inactions or other Party items that the Securityholder Representative was aware of and which they believed constituted, or reasonably could constitute, a breach of Acquiror’s obligations under Section 2.6 or Section 2.14, unless the Securityholder Representative shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being have notified that a decision has been requested. The USSOCOM Deputy Director of Procurement and the Performer’s designated representative shall conduct a review of the matter(s) in dispute and render a decision Acquiror in writing within thirty fifteen (3015) calendar days Business Days of receipt the Securityholder Representative’s discovery of such written position. Any such joint decision is final and binding. In the absence of a joint decisionfacts, upon written request to USSOCOM Director of Procurementcircumstances, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph B.3 aboveactions, the dispute shall be further reviewed. The USSOCOM Director of Procurement may elect to conduct this review personally inactions or through a designee or jointly with the Performer’s designated representative. Following the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, to the extent permitted by law, shall be final and bindingother items.

Dispute Resolution Procedures. (i) If the Stockholder disagrees with Parent’s calculation of the Purchase Price or any component thereof as set forth in the Closing Statement delivered pursuant to Section 3.4(a), the Stockholder may, within forty-five (45) days (subject to Section 3.4(b)(iv)) after delivery of the Closing Statement, deliver a written notice of its disagreement to Parent, specifying in reasonable detail the nature of its objections to the calculations included in the Closing Statement and setting forth the Stockholder’s calculation of the items and amounts in dispute (the “Stockholder Notice of Disagreement”). Any disagreementsuch notice of disagreement shall specify all items or amounts as to which the Stockholder disagrees, claim or dispute between the Government and the Performer concerning questions Stockholder shall be deemed to have agreed with all other items and amounts, and the calculation thereof, set forth in the Closing Statement. (ii) If a Stockholder Notice of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt Disagreement is timely delivered pursuant to resolve the issue(sSection 3.4(b)(i) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 expiration of this article constitute the basis for relief under this article unless 45-day period set forth therein, the USSOCOM Director Stockholder and Parent shall, during the fifteen (15) days following such delivery, negotiate in good faith to reach written agreement on the disputed items or amounts (provided, the contents of Procurement in any such negotiations will not be discoverable by or communicated to the interests of justice waives this requirementIndependent Accountant). Failing resolution If the Stockholder and Parent resolve any such differences by mutual written agreement, the aggrieved Party matters set forth in any such written agreement executed by the Stockholder and Parent memorializing resolution of such disputed items or amounts shall document be final and binding on the dispute, disagreement, or misunderstanding parties hereto on the date of such written agreement. (iii) If the Stockholder timely delivers a Stockholder Notice of Disagreement and Parent and the Stockholder are unable to reach agreement concerning any objections raised by notifying the other Party in writing of Stockholder therein during the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five fifteen (5) working days after providing notice to the other Party15)- day period specified above, the aggrieved Party mayStockholder and Parent shall promptly (and in any event, in writing, request a joint decision by the USSOCOM Deputy Director of Procurement and Chief Executive Officer of the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days) thereafter submit any matters in dispute to KPMG LLP or if such Person is unable to serve in such capacity, a nationally recognized independent accounting firm as is acceptable to Parent and the Stockholder (the “Independent Accountant”) for resolution, who shall act as an accounting expert and not as an arbitrator. Within fifteen (15) days after being notified that a decision has been requested. The USSOCOM Deputy Director the date of Procurement and the Performer’s designated representative shall conduct a review engagement of the matter(sIndependent Accountant, the Stockholder and Parent shall each deliver a statement to the Independent Accountant (and copying the other party) setting forth their positions on the matters in dispute and render (each, a decision in writing within thirty “Dispute Statement”). Within fifteen (3015) calendar days of after receipt of such Dispute Statement, the Stockholder and Parent may deliver one statement of rebuttal to the other party’s Dispute Statement to the Independent Accountant (and copying the other party) (a “Rebuttal Statement”). The Independent Accountant may submit questions in writing to the Stockholder and Parent during its review. Unless mutually agreed by the Stockholder and Parent, other than the Dispute Statement, Rebuttal Statement (if any) and written positionresponses to the Independent Accountant’s questions (if any), the Stockholder and Parent shall make no other submissions, statements or assertions to the Independent Accountant following its engagement. Any such joint decision is final The Stockholder and binding. In Parent shall request that the absence Independent Accountant deliver to the Stockholder and Parent, as promptly as practicable (but in no event later than forty-five (45) days from the date of a joint decision, upon written request to USSOCOM Director of Procurement, made within thirty (30) calendar days engagement of the expiration Independent Accountant or such longer time period as mutually agreed to by the parties), a written report as to the resolution of each disputed item and its determinations of the time for Purchase Price and each component thereof, accompanied by a decision under subparagraph B.3 above, certificate of the dispute shall be further reviewed. The USSOCOM Director of Procurement may elect to conduct this review personally or through a designee or jointly Independent Accountant that it reached such determination in accordance with the Performer’s designated representative. Following terms of this Agreement, including the review, Accounting Methodology and the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties definitions as provided in writingthis Agreement. Such resolution is not subject to further administrative review and, to the extent permitted by law, report shall be final and binding.binding on the parties hereto and shall not be subject to further review or appeal (absent manifest arithmetical error). In resolving any matters in dispute, the Independent Accountant shall consider only those items and amounts in the Stockholder’s and Parent’s respective calculations of Cash and Cash Equivalents, Indebtedness, Net Working Capital or Transaction Expenses that the parties identify in the Dispute Statements as being items and amounts to which the Stockholder and Parent have still been unable to agree. The Independent Accountant’s determination of any disputed item shall be (A) based solely on (1) the Dispute Statement, Rebuttal Statement and written responses to the Independent Accountant’s questions submitted by the Stockholder and Parent (or by in-person telephonic conferences if mutually agreed by Parent, the Stockholder and the Independent Accountant) and not by independent review and (2) the Accounting Methodology and on the definitions included herein and (B) within the range of the amounts proposed for each by Parent and the Stockholder within Parent’s Closing Statement and the Stockholder’s notice of disagreement, respectively. Until the calculations have been finally determined pursuant hereto, neither Parent nor the Stockholder shall without the prior consent of the Stockholder (in the case of Parent) or Parent (in the case of the Stockholder) have any ex parte conversations or meetings with the Independent Accountant. Each party agrees to execute a reasonable engagement letter, if such letter is required by the Independent

Dispute Resolution Procedures. Any disagreement, claim or dispute between The Representative shall have until thirty (30) days after the Government receipt of the Closing Date Balance Sheet and the Performer concerning questions of fact or law arising from or accompanying Asset Value Shortfall calculation to review such calculation and propose any adjustments thereto. All adjustments proposed by the Representative shall be set out in connection reasonable detail in a written statement delivered to Buyer * Certain information on this page has been omitted and filed separately with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Articlethe Commission. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior Confidential treatment has been requested with respect to the notification made under subparagraph B.3 of this article constitute omitted portions. (the basis for relief under this article “Adjustment Statement”) and shall be incorporated into the Closing Date Balance Sheet, unless the USSOCOM Director of Procurement in the interests of justice waives this requirement. Failing resolution by mutual agreement, the aggrieved Party Buyer shall document the dispute, disagreement, or misunderstanding by notifying the other Party object in writing of to such proposed adjustments (the relevant facts, identify unresolved issues, proposed adjustment or adjustments to which Buyer objects are referred to herein as the “Contested Adjustments” and specify Buyer’s objection notice is referred to herein as the clarification or remedy sought. Within five (5“Contested Adjustment Notice”) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of Procurement and Chief Executive Officer of the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days of Buyer’s receipt of the Adjustment Statement. If Buyer delivers a Contested Adjustment Notice to the Representative, Buyer and the Representative shall attempt in good faith to resolve their dispute regarding the Contested Adjustments, but if a final resolution thereof is not obtained within ten (10) days after being notified that a decision has been requestedBuyer delivers to the Representative said Contested Adjustment Notice, either Buyer or the Representative may retain for the benefit of all the parties hereto an independent accounting firm nationally recognized in the United States acceptable to both the Representative and Buyer (the “Independent Accountant”) to resolve any remaining disputes concerning the Contested Adjustments. The USSOCOM Deputy Director of Procurement If the Independent Accountant is retained, then (i) the Representative and Buyer shall each submit to the Performer’s designated representative shall conduct a review Independent Accountant in writing not later than fifteen (15) days after the Independent Accountant is retained their respective positions with respect to the Contested Adjustments and their respective calculation of the matter(sAsset Value Shortfall, together with such supporting documentation as they deem necessary or as the Independent Accountant requests, and (ii) in dispute and render a decision in writing the Independent Accountant shall, within thirty (30) calendar days after receiving the positions of receipt of such written position. Any such joint both the Representative and Buyer and all supplementary supporting documentation requested by the Independent Accountant, render its decision is final and binding. In the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Director of Procurement may elect to conduct this review personally or through a designee or jointly with the Performer’s designated representative. Following the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, as to the extent permitted by lawContested Adjustments, which decision shall be final and bindingbinding on, and nonappealable by, the Representative and Buyer. The fees and expenses of the Independent Accountant shall be paid one-half by the Sellers and one-half by Buyer; provided, however, that if the Asset Value Shortfall as finally determined by the Independent Account and set forth in the Settlement Amount Certificate (defined below) is closer to the Asset Value Shortfall submitted by the Representative than to the Asset Value Shortfall submitted by Buyer, then Buyer shall pay 100% of the fees and expenses of the Independent Accountant. The decision of the Independent Accountant shall also include a certificate of the Independent Accountant setting forth the final Asset Value Shortfall calculation measured as of the Closing Date (the “Settlement Amount Certificate”). The Closing Date Balance Sheet shall be deemed to include all proposed adjustments not disputed by Buyer and those adjustments accepted or made by the decision of the Independent Accountant in resolving the Contested Adjustments.

Dispute Resolution Procedures. The parties agree to negotiate in good faith to resolve all contract disputes arising out of or related to this Agreement in accordance with this Section 14. Primary responsibility for instigating resolution of any contract dispute arising out of or related to this Agreement shall reside in the parties' Project Managers or their designees; the parties do not hereby give their Project Mangers authority to bind the parties, but agree that binding resolutions can only be entered by duly authorized representatives, and that this Agreement does not appoint the Project Mangers as such. The party instigating dispute resolution procedures shall be referred to below as the "Complaining Party," and the other party shall be referred to below as the "Responding Party." Any disagreement, claim or dispute physical meetings between the Government and parties shall be held at the Performer concerning questions offices of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article. Whenever disputes, disagreementsthe Responding Party, or misunderstandings ariseanother mutually agreed upon location, all travel and expenses to be born by the Complaining Party. The "Dispute Resolution Period" shall commence on expiration of the cure period. a. During the first ten (10) days of the Dispute Resolution Period, the Parties Project Manager of the Complaining Party shall initiate one (1) or more meetings (by teleconference or other mutually agreeable arrangement) with the Project Manager of the Responding Party at which the parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall reach a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement in the interests of justice waives this requirement. Failing mutually agreeable resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of Procurement and Chief Executive Officer of the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director of Procurement and the Performer’s designated representative shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and bindingcontract dispute. In the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made within thirty (30) calendar days event the Project Manager of the expiration of the time for a decision under subparagraph B.3 aboveComplaining Party fails to initiate discussions, the dispute shall be further revieweddeemed resolved without prejudice. In the event the Project Manager of the Complaining Party fails to initiate discussions, the dispute shall be deemed resolved without prejudice. In the event the Project Manger of the Responding party refuses to be reasonably available for such efforts, the dispute resolution procedures shall be deemed unsuccessfully completed. b. During the second ten (10) days of the Dispute Resolution Period, the Project Manager of the Complaining Party shall initiate one (1) or more meetings (by teleconference or other mutually agreeable arrangement) between representatives at the next level of management above that of the Project Mangers of Company and Novell at which the parties shall attempt to reach a mutually agreeable resolution of the contract dispute. In the event the project Manager of the Complaining Party fails to initiate such meetings or the Complaining Party representative fails to participate, the dispute shall be deemed resolved without prejudice. In the event the Responding Party fails to identify its representative or to make its representative reasonably available for such meetings, the dispute resolution procedures shall be deemed unsuccessfully completed. c. During the third ten (10) days of the Dispute Resolution Period, if negotiations have failed to resolve any such contract dispute to the satisfaction of both parties, then each party shall nominate one officer of a rank that is the next level of management above its representative designated in Section 14.b. The USSOCOM Director Project Manager of Procurement may elect the Complaining Party shall initiate the meeting between the meeting between these representatives. These representatives shall attempt in good faith to conduct this review personally resolve the contract dispute. In the event the Project Manager of the Complaining Party fails to initiate such meetings or through a designee or jointly with the Performer’s designated representative. Following the reviewResponding Party representative fails to participate, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, to the extent permitted by law, dispute shall be final and bindingdeemed resolved without prejudice. In the event the Responding Party fails to identify its representative or to make its representative reasonably available for such meetings, the dispute resolution procedures shall be deemed unsuccessfully completed.

Dispute Resolution Procedures. 1. Any disagreement, claim or dispute between the Government DARPA and the Performer concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article. 2. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph Subparagraph B.3 of this article Article constitute the basis for relief under this article Article unless the USSOCOM Director of Procurement DARPA in the interests of justice waives this requirement. 3. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of DARPA Senior Procurement Executive and Chief Executive Officer of a senior executive, no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level, appointed by the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director of DARPA Senior Procurement Executive and the Performer’s designated representative appointed senior executive shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. 4. In the absence of a joint decision, upon written request to USSOCOM the Deputy Director of ProcurementDARPA, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph Subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Deputy Director of Procurement DARPA may elect to conduct this review personally or through a designee or jointly with a senior executive, no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level, appointed by the Performer’s designated representative. Following the review, the USSOCOM Deputy Director of Procurement DARPA or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, to the extent permitted by law, shall be final and binding.

Dispute Resolution Procedures. Any disagreementA. The parties will attempt in good faith to promptly resolve any material dispute regarding this Agreement by negotiations between senior management ("Senior Management") of the parties. Senior Management of each party will meet within ten (10) calendar days of notice ("Notice of Dispute") by a party of the existence of a material dispute, claim or at a mutually agreed time and place, to resolve the material dispute. Senior Management, who shall have the authority to settle the dispute, shall prepare and exchange memoranda stating the issues in the material dispute between and their positions. If the Government and material dispute is not resolved to the Performer concerning questions mutual satisfaction of fact or law arising from or in connection with this Agreementthe parties within seven (7) calendar days of the meeting of Senior Management, and, whether or not involving an alleged breach of this Agreement, then the parties may be raised only under this Article. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior controversy using mediation. B. If the matter has not been resolved pursuant to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement in the interests of justice waives this requirement. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of Procurement and Chief Executive Officer of the Performer. The other Party shall submit a written position on the matter(s) in dispute aforesaid mediation procedure within thirty (30) calendar days after being notified that of the issuance of a decision has been requestedparty of a Notice of Dispute, or if either party will not participate in mediation, then either party may initiate arbitration upon fifteen (15) calendar days written notice to the other party. The USSOCOM Deputy Director Notwithstanding the foregoing, all deadlines specified above may be extended upon mutual written agreement of Procurement and the Performer’s designated representative shall conduct parties. C. Except for the right of either party to apply to a court of competent jurisdiction for review of the matter(saward of arbitration, for a temporary restraining order, preliminary injunction or other equitable relief to preserve the status quo, or disputes relating to breach of the confidentiality, non-disclosure or trade secret provisions of this Agreement, all claims, disputes, controversies and other matters relating to breach of this Agreement, and which cannot be resolved by the parties shall be settled by arbitration in accordance with this Agreement. D. Notice requesting arbitration ("Arbitration Notice"), or any other notice made in connection therewith, shall be made in writing by one party and sent by certified mail, return receipt requested, to the other party. The Arbitration Notice shall state in particular all issues to be resolved in the view of the complaining party, shall appoint the arbitrator selected by the complaining party and shall set a tentative date for the hearing, which date shall be no sooner than forty-five (45) calendar days and no later than ninety (90) calendar days from the date that the Arbitration Notice is mailed. Within twenty (20) calendar days of receipt of the complaining party's Arbitration Notice, the respondent shall notify the complaining party of the location for conducting arbitration and the name of its appointed arbitrator. When the two arbitrators have been appointed, they shall agree on a third independent arbitrator and shall appoint such person by written notice to the parties signed by both arbitrators within thirty (30) calendar days from the date of the appointment of the second arbitrator. If the two arbitrators fail to agree upon the appointment of an independent arbitrator at the end of thirty (30) calendar days following the appointment of the second arbitrator, then the independent arbitrator shall be appointed by the American Arbitration Association ("AAA"), or its successor, in dispute accordance with its then prevailing commercial arbitration rules then in effect. The three (3) arbitrators shall constitute the Arbitration Board ("Board"). E. The members of the Board shall be active or retired (i) lawyers or professionals familiar with insurance and/or (ii) active or former officers or management employees of insurance and/or data processing firms and/or software development companies. The person selected by the two respective arbitrators appointed by the parties shall be the umpire or chief arbitrator and must be a licensed attorney. F. Arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association ("AAA") then in effect except as modified herein. G. The parties agree that all then current employees of each with material relevant information will be voluntarily produced, at the employer's expense, for all proper discovery and arbitration hearings. H. The cost of the arbitration relative to the arbitrators and the AAA ("Costs") shall be borne equally pending the arbitrators' award. Each party shall bear its own expenses for attorneys' fees. The prevailing party in any arbitration proceeding hereunder shall be entitled, in addition to such other relief as may be granted, to recover the portion of the Costs incurred by that party in connection with arbitration under the Agreement prior to the award. I. The parties agree that the arbitrators shall be required to render a their decision in writing within thirty (30) calendar days of receipt the conclusion of the arbitration proceedings, unless such time shall be extended by mutual written positionagreement of the parties. J. With respect to any matter brought before the Board, the Board shall make a decision having regard to the intentions of the parties, the terms of this Agreement, and custom and usage of the insurance and data processing industry. Any such joint Such decisions shall be in writing and shall state the findings of fact and conclusions of law upon which the decision is final and bindingbased, provided that such decision may not (i) award consequential, punitive, special, incidental or exemplary damages, or (ii) include a suspension of this Agreement or any provisions hereof. In the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made within thirty (30) calendar days of the expiration of the time for a The decision under subparagraph B.3 above, the dispute shall be further reviewedbased exclusively upon the evidence presented by the parties at a hearing in which evidence shall be allowed. The USSOCOM Director Said decisions may be reviewable and vacated, modified or corrected, in whole or in part, by appropriate courts of Procurement may elect to conduct this review personally competent jurisdiction for clear abuses of discretion or through a designee or jointly with errors at law by the Performer’s designated representativeBoard. Following If the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties in writing. Such resolution decision is not subject to further administrative review andvacated, to the extent permitted by lawmodified, or corrected in whole or in part upon an appeal, such decision shall be final and bindingbinding upon all parties to the proceeding and may be entered by either party in any court having competent jurisdiction.

Dispute Resolution Procedures. 1. Any disagreement, claim or dispute between the Government DARPA and the Performer concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article. 2. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph Subparagraph B.3 of this article Article constitute the basis for relief under this article Article unless the USSOCOM Director of Procurement DARPA in the interests of justice waives this requirement. 3. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of DARPA Senior Procurement Executive and Chief Executive Officer of a senior executive, no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level, appointed by the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director of DARPA Senior Procurement Executive and the Performer’s designated representative appointed senior executive shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. 4. In the absence of a joint decision, upon written request to USSOCOM the Deputy Director of ProcurementDARPA, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph Subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Deputy Director of Procurement DARPA may elect to conduct this review personally or through a designee or jointly with a senior executive, no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY – MUST BE A MINIMUM OF ONE LEVEL HIGHER THAN THE LEVEL STATED IN PARAGRAPH 3) level, appointed by the Performer’s designated representative. Following the review, the USSOCOM Deputy Director of Procurement DARPA or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, to the extent permitted by law, shall be final and binding.

Dispute Resolution Procedures. Any disagreementA. The parties will attempt in good faith to promptly resolve any material dispute regarding this Agreement by negotiations between senior management ("Senior Management") of the parties. Senior Management of each party will meet within ten (10) calendar days of notice ("Notice of Dispute") by a party of the existence of a material dispute, claim or at a mutually agreed time and place, to resolve the material dispute. At the meeting of Senior Management, to be attended by an individual from each party who shall have authority to settle the dispute, each party shall verbally state the issues in the material dispute between and its position. If the Government and material dispute is not resolved to the Performer concerning questions mutual satisfaction of fact or law arising from or in connection with this Agreementthe parties within seven (7) calendar days of the meeting of Senior Management, and, whether or not involving an alleged breach of this Agreement, then the parties may be raised only under this Article. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior controversy using mediation. B. If the matter has not been resolved pursuant to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement in the interests of justice waives this requirement. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of Procurement and Chief Executive Officer of the Performer. The other Party shall submit a written position on the matter(s) in dispute aforesaid mediation procedure within thirty (30) calendar days after being notified that of the issuance of a decision has been party of a Notice of Dispute, or if either party will not participate in mediation, then either party may initiate arbitration upon fifteen (15) calendar days written notice to the other party. Notwithstanding the foregoing, all deadlines specified above may be extended upon mutual written agreement of the parties. C. Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, preliminary injunction or other equitable relief to preserve the status quo, all claims, disputes, controversies and other matters relating to breach of this Agreement which cannot be resolved by the parties shall be settled by arbitration in accordance with this Agreement. D. Notice requesting arbitration ("Arbitration Notice"), or any other notice made in connection therewith, shall be made in writing by one party and sent by certified mail, return receipt requested, to the other party. The USSOCOM Deputy Director Arbitration Notice shall state in particular all issues to be resolved in the view of Procurement the complaining party, shall appoint the arbitrator selected by the complaining party and shall set a tentative date for the arbitration hearing, which date shall be no sooner than forty-five (45) calendar days and no later than ninety (90) calendar days from the date that the Arbitration Notice is mailed. Within twenty (20) calendar days of receipt of the complaining party's Arbitration Notice, the respondent shall notify the complaining party of the name of its appointed arbitrator. When the two arbitrators have been appointed, they shall agree on a third independent arbitrator and shall appoint such person by written notice to the parties signed by both arbitrators within thirty (30) calendar days from the date of the appointment of the second arbitrator. If the two arbitrators fail to agree upon the appointment of an independent arbitrator at the end of thirty (30) calendar days following the appointment of the second arbitrator, then the independent arbitrator shall be appointed by the American Arbitration Association ("AAA"), or its successor, in accordance with its then prevailing commercial arbitration rules then in effect. The three (3) arbitrators shall constitute the arbitration board ("Arbitration Board"). The parties agree that the location for conducting the arbitration, regardless of the party bringing the complaint, will be in Pinellas County, Florida. E. The members of the Arbitration Board shall be active or retired (i) lawyers or professionals familiar with insurance and/or (ii) active or former officers or management employees of insurance and/or data processing firms and/or software development companies. The person selected by the two respective arbitrators appointed by the parties shall be the umpire or chief arbitrator and must be a licensed attorney. F. Arbitration shall be conducted in accordance with the Commercial Rules of the AAA then in effect except as modified herein. G. The parties agree that all then current employees of each with information relevant to the dispute between the parties will be voluntarily produced, at the employer's expense, for all proper discovery and arbitration hearings. H. The cost of the arbitration relative to the arbitrators and the Performer’s designated representative AAA ("Costs") shall conduct a review be borne equally pending the arbitrators' award. Each party shall bear its own expenses for attorneys' fees. The prevailing party in any arbitration proceeding hereunder shall be entitled, in addition to such other relief as may be granted, to recover the portion of the matter(s) Costs incurred by that party in dispute and connection with arbitration under this Agreement prior to the award. I. The parties agree that the Arbitration Board shall be required to render a its decision in writing within thirty (30) calendar days of receipt the conclusion of the arbitration proceedings, unless such time shall be extended by mutual written positionagreement of the parties. J. With respect to any matter brought before the Arbitration Board, the Arbitration Board shall make a decision having regard to the intentions of the parties, the terms of this Agreement, and custom and usage of the insurance industry. Any such joint Such decisions shall be in writing and shall state the findings of fact and conclusions of law upon which the decision is final and bindingbased, provided that such decision may not (i) award consequential, punitive, special, incidental or exemplary damages, or (ii) unless specifically requested by a party pursuant to the terms of this Agreement, otherwise terminate this Agreement or any provisions thereof. In the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made within thirty (30) calendar days of the expiration of the time for a The decision under subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Director of Procurement may elect to conduct this review personally or through based exclusively upon the evidence presented by the parties at a designee or jointly with the Performer’s designated representative. Following the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) hearing in which evidence shall be allowed and notify the Parties in writing. Such resolution is not subject to further administrative review and, to the extent permitted by law, such decision shall be final and bindingbinding upon all parties to the proceeding and may be entered by either party in any court having competent jurisdiction. K. The obligations of the parties under this Section XII shall survive termination of this Agreement, regardless of the reason for termination.

Dispute Resolution Procedures. Any disagreement, claim or A. The parties will attempt in good faith to promptly resolve any dispute between the Government and the Performer concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this ArticleAgreement by negotiations between senior management ("Senior Management") of the parties. Whenever disputesSenior Management of each party will meet within ten (10) calendar days of notice ("Notice of Dispute") by a party of the existence of a dispute, disagreementsat a mutually agreed time and place, to resolve the dispute. Notwithstanding any provisions in this Agreement pertaining to IMS' rights to cure any service standard deficiencies or misunderstandings ariseCustomer's rights pursuant to Schedule B.VI, ▇▇nior Management, who shall have the Parties authority to settle the dispute, shall prepare and exchange memoranda stating the issues in the material dispute and their positions. If the material dispute is not resolved to the mutual satisfaction of the parties within seven (7) calendar days of the meeting of Senior Management, then the parties may attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior controversy using mediation. B. If the matter has not been resolved pursuant to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement in the interests of justice waives this requirement. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of Procurement and Chief Executive Officer of the Performer. The other Party shall submit a written position on the matter(s) in dispute aforesaid mediation procedure within thirty (30) calendar days after being notified that of the issuance of a decision has been requestedparty of a Notice of Dispute, or if either party will not participate in mediation, then either party may initiate arbitration upon fifteen (15) calendar days written notice to the other party. The USSOCOM Deputy Director Notwithstanding the foregoing, all deadlines specified above may be extended upon mutual written agreement of Procurement and the Performer’s designated representative shall conduct parties. C. Except for the right of either party to apply to a court of competent jurisdiction for review of the matter(saward of arbitration, for a temporary restraining order, preliminary injunction or other equitable relief to preserve the status quo, or disputes relating to breach of the confidentiality, non-disclosure or trade secret provisions of this Agreement, all claims, disputes, controversies and other matters relating to breach of this Agreement, and which cannot be resolved by the parties shall be settled by arbitration in accordance with this Agreement. D. Notice requesting arbitration ("Arbitration Notice"), or any other notice made in connection therewith, shall be made in writing by one party and sent by certified mail, return receipt requested, to the other party. The Arbitration Notice shall state in particular all issues to be resolved in the view of the complaining party, shall appoint the arbitrator selected by the complaining party and shall set a tentative date for the hearing, which date shall be no sooner than forty-five (45) calendar days and no later than ninety (90) calendar days from the date that the Arbitration Notice is mailed. Within twenty (20) calendar days of receipt of the complaining party's Arbitration Notice, the respondent shall notify the complaining party of the location for conducting arbitration and the name of its appointed arbitrator. When the two arbitrators have been appointed, they shall agree on a third independent arbitrator and shall appoint such person by written notice to the parties signed by both arbitrators within thirty (30) calendar days from the date of the appointment of the second arbitrator. If the two arbitrators fail to agree upon the appointment of an independent arbitrator at the end of thirty (30) calendar days following the appointment of the second arbitrator, then the independent arbitrator shall be appointed by the American Arbitration Association ("AAA"), or its successor, in dispute accordance with its then prevailing commercial arbitration rules then in effect. The three (3) arbitrators shall constitute the Arbitration Board ("Board"). E. The members of the Board shall be active or retired (i) lawyers or professionals familiar with insurance and/or (ii) active or former officers or management employees of insurance and/or data processing firms and/or software development companies. The person selected by the two respective arbitrators appointed by the parties shall be the umpire or chief arbitrator and must be a licensed attorney. F. Arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association ("AAA") then in effect except as modified herein. G. The parties agree that all then current employees of each with material relevant information will be voluntarily produced, at the employer's expense, for all proper discovery and arbitration hearings. H. The cost of the arbitration relative to the arbitrators and the AAA ("Costs") shall be borne equally pending the arbitrators' award. Each party shall bear its own expenses for attorneys' fees. The prevailing party in any arbitration proceeding hereunder shall be entitled, in addition to such other relief as may be granted, to recover the portion of the Costs incurred by that party in connection with arbitration under the Agreement prior to the award. I. The parties agree that the arbitrators shall be required to render a their decision in writing within thirty (30) calendar days of receipt the conclusion of the arbitration proceedings, unless such time shall be extended by mutual written positionagreement of the parties. J. With respect to any matter brought before the Board, the Board shall make a decision having regard to the intentions of the parties, the terms of this Agreement, and custom and usage of the insurance and data processing industry. Any such joint Such decisions shall be in writing and shall state the findings of fact and conclusions of law upon which the decision is final and bindingbased, provided that such decision may not (i) award consequential, punitive, special, incidental or exemplary damages, or (ii) include a suspension of this Agreement or any provisions hereof. In the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made within thirty (30) calendar days of the expiration of the time for a The decision under subparagraph B.3 above, the dispute shall be further reviewedbased exclusively upon the evidence presented by the parties at a hearing in which evidence shall be allowed. The USSOCOM Director Said decisions may be reviewable and vacated, modified or corrected, in whole or in part, by appropriate courts of Procurement may elect to conduct this review personally competent jurisdiction for clear abuses of discretion or through a designee or jointly with errors at law by the Performer’s designated representativeBoard. Following If the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties in writing. Such resolution decision is not subject to further administrative review andvacated, to the extent permitted by lawmodified, or corrected in whole or in part upon an appeal, such decision shall be final and bindingbinding upon all parties to the proceeding and may be entered by either party in any court having competent jurisdiction.

Dispute Resolution Procedures. Any disagreement, claim or dispute between the Government and the Performer concerning questions A. Prior to initiation of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article. Whenever disputes, disagreements, or misunderstandings arisearbitration, the Parties parties will attempt in good faith to promptly resolve any material dispute regarding this Agreement by negotiations between senior management ("Senior Management") of the parties. Senior Management of each party will meet within ten (10) calendar days of notice ("Notice of Dispute") by a party of the existence of a material dispute, at a mutually agreed time and place, to resolve the material dispute. Senior Management, who shall have the authority to settle the dispute, shall prepare and exchange memoranda stating the issues in the material dispute and their positions. If the material dispute is not resolved to the mutual satisfaction of the parties within seven (7) calendar days of the meeting of Senior Management, then the parties may attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior controversy using mediation. B. If the matter has not been resolved pursuant to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement in the interests of justice waives this requirement. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of Procurement and Chief Executive Officer of the Performer. The other Party shall submit a written position on the matter(s) in dispute aforesaid mediation procedure within thirty (30) calendar days after being notified that of the issuance of a decision has been requestedparty of a Notice of Dispute, or if either party will not participate in mediation, then either party may initiate arbitration upon fifteen (15) calendar days written notice to the other party. The USSOCOM Deputy Director Notwithstanding the foregoing, all deadlines specified above may be extended upon mutual agreement of Procurement and the Performer’s designated representative shall conduct parties. C. Except for the right of either party to apply to a court of competent jurisdiction for review of the matter(saward of arbitration, for a temporary restraining order, preliminary injunction or other equitable relief to preserve the status quo, or disputes relating to breach of the confidentiality, non-disclosure or trade secret provisions of this Agreement, all claims, disputes, controversies and other matters relating to breach of this Agreement, and which cannot be resolved by the parties shall be settled by arbitration in accordance with this Agreement. D. Notice requesting arbitration ("Arbitration Notice"), or any other notice made in connection therewith, shall be made in writing by one party and sent by certified mail, return receipt requested, to the other party. The Arbitration Notice shall state in particular all issues to be resolved in the view of the complaining party, shall appoint the arbitrator selected by the complaining party and shall set a tentative date for the hearing, which date shall be no sooner than forty-five (45) calendar days and no later than ninety (90) calendar days from the date that the Arbitration Notice is mailed. Within twenty (20) calendar days of receipt of the complaining party's Arbitration Notice, the respondent shall notify the complaining party of the location for conducting arbitration and the name of its appointed arbitrator. When the two arbitrators have been appointed, they shall agree on a third independent arbitrator and shall appoint such person by written notice to the parties signed by both arbitrators within thirty (30) calendar days from the date of the appointment of the second arbitrator. If the two arbitrators fail to agree upon the appointment of an independent arbitrator at the end of thirty (30) calendar days following the appointment of the second arbitrator, then the independent arbitrator shall be appointed by the American Arbitration Association ("AAA"), or its successor, in dispute accordance with its then prevailing commercial arbitration rules then in effect. The three (3) arbitrators shall constitute the Arbitration Board ("Board"). E. The members of the Board shall be active or retired (i) lawyers or professionals familiar with insurance and/or (ii) active or former officers or management employees of insurance and/or data processing firms and/or software development companies. The person selected by the two respective arbitrators appointed by the parties shall be the umpire or chief arbitrator and must be a lawyer. F. Arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association ("AAA") then in effect except as modified herein. G. The parties agree that all then current employees of each with material relevant information will be voluntarily produced, at the employer's expense, for all proper discovery and arbitration hearings. H. The cost of the arbitration relative to the arbitrators and the AAA ("Costs") shall be borne equally pending the arbitrators' award. Each party shall bear its own expenses for attorneys' fees. The prevailing party in any arbitration proceeding hereunder shall be entitled, in addition to such other relief as may be granted, to recover the portion of the Costs incurred by that party in connection with arbitration under the Agreement prior to the award. I. The parties agree that the arbitrators shall be required to render a their decision in writing within thirty (30) calendar days of receipt the conclusion of the arbitration proceedings, unless such written positiontime shall be extended by mutual agreement of the parties. J. With respect to any matter brought before the Board, the Board shall make a decision having regard to the intentions of the parties, the terms of this Agreement, and custom and usage of the insurance and data processing industry. Any such joint Such decisions shall be in writing and shall state the findings of fact and conclusions of law upon which the decision is final and binding. In the absence of a joint decisionbased, upon written request to USSOCOM Director of Procurementprovided that such decision may not (i) award consequential, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph B.3 abovepunitive, the dispute shall be further reviewed. The USSOCOM Director of Procurement may elect to conduct this review personally or through a designee or jointly with the Performer’s designated representative. Following the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, to the extent permitted by law, shall be final and binding.special,

Dispute Resolution Procedures. (i) If the Seller disagrees in good faith with the Purchaser’s calculation of Closing Working Capital as set forth in the Closing Statement, the Seller may, within twenty (20) days following the Purchaser’s delivery of the Closing Statement, deliver to the Purchaser a written notice of disagreement setting forth in reasonable detail those items or amounts included in the Closing Statement as to which the Seller disagrees and the basis for such disagreement. The Seller shall provide reasonable supporting documentation for each such disagreement concurrently with the delivery of such notice of disagreement. The parties agree that the only valid basis for a notice of disagreement shall be that (A) an amount set forth in the Closing Statement was not properly calculated in accordance with the Agreed Accounting Policies applied in a manner consistent with the preparation of the Estimated Working Capital Statement or (B) there was a mathematical or computational error in the recording of any amount included in the Closing Statement. The Seller shall be deemed to have agreed with all other items and amounts set forth in the Closing Statement other than those specified in a notice of disagreement. (ii) If the Seller does not timely deliver a notice of disagreement to the Purchaser that complies with this Section 2.4, or if the Seller delivers a notice to the Purchaser that states that the Seller agrees with the Purchaser’s calculation, the Closing Statement delivered pursuant to Section 2.4(a) and the calculation of Closing Working Capital set forth therein shall be deemed to have been accepted and shall be final, binding and conclusive on the parties. (iii) If the Seller timely delivers a notice of disagreement to the Purchaser that complies with this Section 2.4, the Purchaser and the Seller shall, during the twenty (20) days following such delivery, negotiate in good faith and use commercially reasonable efforts to resolve promptly all of the disputed items specified in the notice of disagreement. Any disagreement, claim or dispute such disputed items that are resolved by a written agreement between the Government Purchaser and the Performer concerning questions Seller shall be final, binding and conclusive on the parties and shall become part of fact or law arising from or the calculation of Closing Working Capital. (iv) If the Purchaser and the Seller are unable to resolve all of the disputed items specified in connection with this Agreementa notice of disagreement during such twenty-day period, andeither party may submit the unresolved disputed items to an independent accounting firm mutually acceptable to the Purchaser and the Seller for resolution. If the parties are unable to mutually agree on an independent accounting firm, whether or not involving an alleged breach each of this Agreementthe Purchaser and the Seller shall select one independent accounting firm, may be raised only under this Article. Whenever disputesand the two firms so selected shall select a third independent accounting firm, disagreements, or misunderstandings arise, which shall act as the Parties shall attempt independent accounting firm hereunder to resolve the issue(sdisputed items. Each party agrees to execute, if requested by the accounting firm, a reasonable engagement letter with such accounting firm. The Purchaser and the Seller shall jointly instruct the accounting firm that: (A) involved it shall act as an expert in accounting, and not as an arbitrator, to resolve the unresolved disputed items specified in the notice of disagreement in accordance with the Agreed Accounting Policies applied in a manner consistent with the preparation of the Estimated Working Capital Statement; (B) it may not determine an amount of Closing Working Capital in excess of that claimed by discussion the Seller or less than that claimed by the Purchaser; and mutual agreement as soon as practicable. In no event (C) it shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior deliver to the notification made under subparagraph B.3 of this article constitute Purchaser and the basis for relief under this article unless the USSOCOM Director of Procurement Seller, as promptly as practicable and in the interests of justice waives this requirement. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of Procurement and Chief Executive Officer of the Performer. The other Party shall submit a written position on the matter(s) in dispute any event within thirty (30) calendar days after being notified that following the submission of the unresolved disputed items to the accounting firm, a decision has been requestedwritten report setting forth its calculation of Closing Working Capital, which report shall be final, binding and conclusive on the parties. The USSOCOM Deputy Director fees and expenses of Procurement the accounting firm shall be borne by the Purchaser, on the one hand, and the Performer’s designated representative shall conduct a review of Seller, on the matter(s) other hand, in dispute and render a decision in writing within thirty the same proportion that their respective positions are confirmed or rejected by the accounting firm (30) calendar days of receipt of such written position. Any such joint decision is final and binding. In the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph B.3 above, the dispute which proportionate allocations also shall be further reviewed. The USSOCOM Director of Procurement may elect to conduct this review personally or through a designee or jointly with determined by the Performer’s designated representative. Following the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) accounting firm and notify the Parties included in writing. Such resolution is not subject to further administrative review and, to the extent permitted by law, shall be final and bindingits report).

Dispute Resolution Procedures. 1. Any disagreement, claim or dispute between the Government and the Performer Parties concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged analleged breach of this Agreement, may be raised only under this Article. 2. Alternative Dispute Resolution (ADR): A mutually agreeable form of ADR may be utilized at any time to facilitate resolution of issues submitted under this Agreement. ADR procedures are any voluntary means used to resolve issues in controversy without resorting to formal administrative appeals or litigation. ADR procedures may be initiated in lieu of submission of a written claim to the Agreements Officer or an appeal to the Chief of Contracting of the represented Government Organization. 3. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding misunderstanding, which arose more than three twelve (312) months prior to the notification made under subparagraph B.3 B.4. of this article Article constitute the basis for relief under this article Article unless the USSOCOM Director Chief of Procurement Contracting (or designee) of the represented Government Organization, in the interests of justice justice, waives this requirement. 4. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing of the relevant facts, include all data that supports the claim, identify unresolved issues, and specify the clarification or remedy sought. Within five thirty (530) working days after providing notice to of receipt of the other Partywritten claim or issue in dispute, the aggrieved Party mayAgreements Officer shall either: • Prepare a written decision on the issue, including the basis for the decision, or • Notify the Recipient of a specific date when he or she will render a written decision, if more time is required to do so. The notice will include the reason for delaying the decision. a. The performer may appeal the decision of the Agreement Officer within 90 days of receipt of the decision. The appeal must be submitted, in writing, to the Chief of Contracting (or designee) of the represented Government Organization, who shall conduct a review of the matter and render a decision in writing within thirty (30) days of receipt of the written appeal of the Agreement Officer’s decision. b. Either upon or prior to an appeal of the Agreement Officers decision or by recommendation of the Agreement Officer, either party may request a joint decision by the USSOCOM Deputy Director Chief of Procurement Contracting (or designee) of the represented Government Organization and Chief Executive Officer of the Performer’s senior executive, no lower than CEO level, appointed by the Performer. The other Party shall submit deliver a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director Chief of Procurement Contracting (or designee) of the represented Government Organization and the Performer’s designated representative appointed senior executive shall conduct a review of the matter(s) in dispute and render a mutual decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. In the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Director of Procurement may elect to conduct this review personally or through a designee or jointly with the Performer’s designated representative. Following the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, to the extent permitted by law, shall be final and binding.thirty

Dispute Resolution Procedures. Any disagreement, claim or dispute between among the Government and the Performer Parties concerning questions of fact or law arising from or in connection with this Agreement, and, Agreement and whether or not involving an alleged breach of this Agreement, may be raised only under this Article. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM ACC-NJ, Center Director of Procurement for Emerging Technologies, in the interests interest of justice justice, waives this requirement. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing of documenting the relevant facts, identify identifying unresolved issues, and specify specifying the clarification or remedy sought, and documenting the rationale as to why the clarification/remedy is appropriate. Within five ten (510) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy ACC-NJ, Center Director of Procurement and Chief Executive Officer of the Performerfor Emerging Technologies. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy ACC-NJ, Center Director of Procurement and the Performer’s designated representative shall for Emerging Technologies, will conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding, unless a Party shall, within thirty (30) calendar days request further review as provided by this article. In the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made If requested within thirty (30) calendar days of the expiration ACC-NJ, Center Director for Emerging Technologies’ decision, further review will be conducted by the Chair of the time for MCDC Executive Committee and the ACC- NJ Associate Director. In the event of a decision, or in absence of a decision under subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Director within sixty (60) calendar days of Procurement may elect to conduct this review personally or through a designee or jointly with the Performer’s designated representative. Following the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, referral to the extent permitted Chair of the MCDC Executive Committee and the ACC-NJ, Associate Director (or such other period as agreed to by the parties), either party may pursue any right or remedy provided by law, shall be final including but not limited to the right to seek extraordinary relief under Public Law 85-804. Alternatively, the parties may agree to explore and bindingestablish an Alternate Disputes Resolution procedure to resolve this dispute.

Dispute Resolution Procedures. Any disagreement, claim or dispute between the Government DARPA and the Performer concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement DARPA in the interests of justice waives this requirement. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing writing, through the DARPA AO, of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of DARPA Senior Procurement Executive and Chief Executive Officer of a senior executive, no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level, appointed by the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director of DARPA Senior Procurement Executive and the Performer’s designated representative appointed senior executive shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. In the absence of a joint decision, upon written request to USSOCOM the Deputy Director of ProcurementDARPA, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Deputy Director of Procurement DARPA may elect to conduct this review personally or through a designee or jointly with a senior executive, no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level, appointed by the Performer’s designated representative. Following the review, the USSOCOM Deputy Director of Procurement or designee DARPA will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, to To the extent permitted by law, such resolution shall be final and binding, except that if not satisfied with the results of completing the administrative review process, either Party may pursue any right and remedy in the Court of Federal Claims.

Dispute Resolution Procedures. Any disagreement, claim a. The purpose of this paragraph is to establish a process whereby any dispute or dispute between the Government and the Performer concerning questions difference of fact or law arising from opinion under or in connection with this AgreementAgreement can be resolved in a fair, andefficient and cost-effective manner. b. Both parties shall use their best efforts to resolve any dispute or difference of opinion under or in connection with this Agreement by good faith amicable negotiations on a “without prejudice” basis, whether and shall provide ▇▇▇▇▇, candid and timely disclosure of all relevant facts, information and documents to facilitate negotiations c. If the dispute or difference of opinion is not involving an alleged breach resolved to the reasonable mutual satisfaction of this Agreementthe parties within 10 Business Days of the commencement of negotiations, or within such longer period as may be raised only under this Article. Whenever disputes, disagreements, or misunderstandings ariseagreed to by the parties, the Parties dispute or difference of opinion shall attempt be submitted to resolve mediation. Both parties agree not to make a request for arbitration or to commence litigation without first seeking agreement through the issue(s) involved mediation process. d. Mediation shall consist of structured, non- binding negotiations with the assistance of a mediator on a “without prejudice” basis. The mediator shall be appointed by discussion agreement of the parties and mutual agreement as soon as practicable. In no event shall a dispute, disagreement be impartial and free from any actual or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 apparent conflict of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement in the interests of justice waives this requirementinterest. Failing resolution by mutual such agreement, the aggrieved Party mediator shall document be appointed by the dispute, disagreement, or misunderstanding by notifying the other Party in writing Executive Director of the relevant facts, identify unresolved issues, and specify Master Municipal Construction Document Association. The costs of mediation shall be shared equally by both parties e. If the clarification dispute or remedy sought. Within five (5) working days after providing notice difference of opinion is not resolved to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director reasonable mutual satisfaction of Procurement and Chief Executive Officer of the Performer. The other Party shall submit a written position on the matter(s) in dispute both parties within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director of Procurement and the Performer’s designated representative shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. In the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made within thirty (30) 30 calendar days of the expiration appointment of the mediator, or within such longer time for a decision under subparagraph B.3 aboveas may be mutually agreed to by the parties, the dispute or difference of opinion may, upon the mutual written agreement of the parties, be submitted to binding arbitration in accordance with the laws of the Province of British Columbia. If the parties do not agree to arbitration, each party shall be free to commence litigation without further reviewed. The USSOCOM Director notice. f. If the dispute relates to the Consultant’s fees or disbursements under this Agreement, the City shall be entitled to withhold the amount of Procurement fees and/or disbursements which are in dispute and the balance of the fees and disbursements not in dispute shall be paid by the City in accordance with this Agreement. g. Consultants who choose to use a public forum to air any differences may elect to conduct this review personally or through a designee or jointly be eliminated from participating in future business opportunities with the Performer’s designated representative. Following the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, to the extent permitted by law, shall be final and bindingCity.

Dispute Resolution Procedures. i. Any disagreement, claim or dispute between the Government and the Performer concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may only be raised only under this Article. ii. Whenever disputes, disagreements, or misunderstandings disputes arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. The Parties agree that the notification under subparagraph iii of this Article shall not be made earlier than 30 days from when the dispute arose. In no event shall a dispute, disagreement or misunderstanding which dispute that arose more than three (3) months 180 calendar days prior to the notification made under subparagraph B.3 iii of this article Article constitute the basis for relief under this article Article unless the USSOCOM Director of Procurement in the interests of justice AO waives this requirementrequirement in writing. iii. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party (through the AO) in writing of the relevant facts, identify identifying unresolved issues, and specify specifying the clarification or remedy sought, and documenting the rationale as to why the clarification/remedy is appropriate. Within five (5) ten working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of Procurement and Chief Executive Officer of the PerformerNorthrop Grumman. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) 30 calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director dispute will then be referred to the MDA/CR and an executive of Procurement and the Performer’s designated representative , who shall meet in good faith to resolve the dispute and will conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) 30 calendar days of receipt of such written a position. Any such joint decision is final and binding, unless a Party shall, within 30 calendar days, request a further review as provided by this Article. iv. In If ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and an executive of the absence of a joint decision, upon written request Performer are not able to USSOCOM Director of Procurement, made resolve the dispute within thirty (30) 30 calendar days of the expiration of date the time for a decision notice under subparagraph B.3 aboveiii is received, the dispute shall will be further reviewed. The USSOCOM referred to the MDA Director of Procurement may elect to conduct this review personally or through a designee or jointly with Acquisition (MDA/DA) and an executive of the Performer’s designated representative, who shall meet in good faith to resolve the dispute. v. If ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and an executive of the Performer are not able to resolve the dispute within 60 calendar days of the date the notice under subparagraph iii is received, then either party may pursue any remedy under the law against any of the Parties, and this Disputes and Liability clause shall in no matter extinguish or waive any statute of limitations and/or ability of a party to pursue any remedy under the law. vi. Following the reviewPending resolution of any such dispute by settlement or by final judgment, the USSOCOM Director of Procurement Parties shall each proceed diligently with performance, unless otherwise mutually agreed, or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject Northrop Grumman issues a Stop Work Order, pursuant to further administrative review and, to the extent permitted by law, shall be final and bindingArticle 8 – Termination Provisions.

Dispute Resolution Procedures. Any disagreement, claim or dispute between 12.1 Except as otherwise set forth in the Government and the Performer concerning questions of fact or law arising from or in connection with this Agreement, andany dispute, whether controversy or not involving an alleged breach claim arising out of or relating to the validity, construction, enforceability or performance of this Agreement, may including disputes relating to an alleged breach or termination of this Agreement, shall be raised only under settled by binding arbitration in the manner set forth below in this Article. Whenever disputesArticle 12; provided, disagreementshowever, that the neutral referred to below shall give effect to the provisions of this Agreement and shall not adjust, modify or misunderstandings arisechange the effects of termination as set forth in Article 9 of this Agreement Notwithstanding the foregoing, in the Parties shall attempt event of a claim, action, suit or proceeding against or involving any party entitled to indemnification pursuant to this Agreement brought or asserted by a third party that is not affiliated with either party to this Agreement, then the entitled to the indemnification will have the option to include the indemnifying party to such claim, action suit or proceeding notwithstanding the provisions of this Article 12. 12.2 If a party intends to begin an arbitration to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement such party shall provide written notice (the "Request") by certified or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement in the interests of justice waives this requirement. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, registered mail or misunderstanding by notifying the other Party in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice properly documented overnight delivery to the other Party, party informing such other party of such intention and the aggrieved Party may, in writing, request a joint decision by issues to be resolved. The notice shall explain the USSOCOM Deputy Director of Procurement and Chief Executive Officer nature of the Performercomplaint and refer to any relevant Articles of the Agreement upon which the complaint is based. The other Party complaining party shall submit also set forth a written position on proposed solution to the matter(s) in dispute problem, including a suggested time frame within thirty (30) calendar days after being notified that a decision has been requested. which the parties must act. 12.3 The USSOCOM Deputy Director of Procurement and the Performer’s designated representative shall conduct a review of the matter(s) in dispute and render a decision non-complaining party must respond in writing within thirty (30) calendar days of receiving notice with an explanation, including references to the relevant provisions of the Agreement and a response to the proposed solution and suggested time frame for action. The non-complaining party may add additional issues to be resolved. 12.4 Within ten (10) business days of receipt of such written positionthe response from the non-complaining party, the parties shall meet and discuss options for resolving the dispute. Each party shall make available all appropriate personnel to meet and confer with the other party within the ten (10) business day period following the complaining party's receipt of the response by the non-complaining party. 12.5 Any such joint decision is final and bindingall disputes that cannot be resolved pursuant to Paragraphs (b), (c) and (d) above shall be submitted to an arbitrator selected by mutual agreement of the parties. In If the absence parties are unable to agree upon an arbitrator, then the arbitrator shall be selected in accordance with the procedures of the American Arbitration Association. The arbitrator shall be an individual who shall preside over and resolve any disputes between the parties. The arbitrator selected shall be a former judge of a joint decisionstate or federal court and shall not be an employee, upon written request director or shareholder of, or otherwise have any current or previous relationship with, either party or its respective Affiliates. The arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association then in effect, subject to USSOCOM Director the time periods and other provisions of Procurementthis Article 12 or as otherwise set forth in the Agreement. 12.6 Consistent with the time schedule established pursuant to Paragraphs (g) and (h) below, made within the arbitrator shall hold a hearing to resolve each of the issues identified by the parties and shall render a decision as expeditiously as possible but in no event more than thirty (30) calendar days after the close of hearings. In rendering the decision the arbitrator shall rule on each disputed issue and shall adopt in whole or in part the proposed ruling of one of the expiration of parties on each disputed issue. 12.7 During the time for a decision under subparagraph B.3 meeting referred to in Paragraph (d) above, the parties shall negotiate in good faith the scope and schedule of discovery, relating to depositions, document production and other discovery devices, taking into account the nature of the dispute submitted for resolution. If the parties are unable to reach agreement as to the scope and schedule of discovery, the arbitrator may order such discovery as the arbitrator deems necessary. To the extent practicable taking into account the nature of the dispute submitted for resolution, such discovery shall be further reviewedcompleted within sixty (60) calendar days from the date of the selection of the arbitrator. At the hearing, which shall commence within twenty (20) business days after completion of discovery unless the arbitrator otherwise orders, the parties may present testimony (either live witness or deposition), subject to cross-examination, and documentary evidence. To the extent practicable taking into account the nature of the dispute submitted for resolution and the availability of the arbitrator, the hearing shall be conducted over a period not to exceed thirty (30) consecutive business days, with each party entitled to approximately half of the allotted time unless otherwise ordered by the arbitrator. The USSOCOM Director of Procurement hearing shall be held in New York, New York at such place as may elect to conduct this review personally or through a designee or jointly be agreed upon by the parties. The arbitrator shall have sole discretion with the Performer’s designated representative. Following the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, regard to the extent permitted by lawadmissibility of any evidence and all other matters relating to the conduct of the hearing. The arbitrator shall, in rendering its decision, apply the substantive laws of the State of New York (regardless of its or any other jurisdiction's choice of law principles). The decision of the arbitrator shall be final and bindingnot appealable, except in the case of fraud or bad faith on the part of the arbitrator or any party to the arbitration proceeding in connection with the conduct of such proceedings; manifest disregard of the law by the arbitrator concerning a material issue in rendering the decision or upon any other ground for vacating or modifying the decision pursuant to the Federal Arbitration Act, as amended.. 12.8 At least ten (10) business days prior to the date set for the hearing, each party shall submit to each other party and the arbitrator a list of all documents on which such party intends to rely in any oral or written presentation to the arbitrator and a list of all witnesses, if any, such party intends to call at such hearing and a brief summary of each witness' testimony. At least five (5) business days prior to the hearing, each party must submit to the arbitrator and serve on each other party a proposed findings of fact and conclusions of law on each issue to be resolved. Following the close of hearings, the parties shall each submit such post-hearing briefs to the arbitrator addressing the evidence and issues to be resolved as may be required or permitted by the arbitrator. 12.9 Except as otherwise set forth herein, the arbitrator shall determine the proportion in which the parties shall pay the costs and fees of the arbitration, and each party shall pay its own costs (including, without limitation, reasonable attorneys' fees) and expenses in connection with such arbitration; provided, however, that if the arbitrator determines that the action of any party was arbitrary, frivolous or in bad faith, the arbitrator may award such costs and expenses to the prevailing party. 12.10 The arbitration proceeding shall be confidential and, except as required by law, neither party shall make (or instruct the arbitrator to make) any public announcement with respect to the proceedings or decision of the arbitrator without the prior written consent of the other party. The existence of any dispute submitted for arbitration, and the award of the arbitrator, shall be kept in confidence by the parties and the arbitrator, except as required in connection with the enforcement of such award or as otherwise required by applicable law. 12.11 Judgment upon any award rendered by the Arbitrator may be entered in any court having jurisdiction thereof. 12.12 Nothing contained herein shall be construed to permit the arbitrator or any court or any other forum to award punitive, exemplary or any similar damages. By entering into this Agreement to arbitrate, the parties expressly waive any claim for punitive, exemplary or any similar damages. The only damages recoverable under this Agreement are compensatory damages. The foregoing limitation will not prevent a party entitled to indemnification pursuant to this Agreement from recovering all components or any judgment or award against such party by an unaffiliated third party. 12.13 The procedures specified in this Article 12 shall be the sole and exclusive procedures for the resolution of disputes between the parties which are expressly identified for resolution in accordance with this Article 12.

Dispute Resolution Procedures. Any disagreementA. The parties will attempt in good faith to promptly resolve any material dispute regarding this Agreement by negotiations between senior management ("Senior Management") of the parties. Senior Management of each party will meet within ten (10) calendar days of notice ("Notice of Dispute") by a party of the existence of a material dispute, claim or at a mutually agreed time and place, to resolve the material dispute. Senior Management, who shall have the authority to settle the dispute, shall prepare and exchange memoranda stating the issues in the material dispute between and their positions. If the Government and material dispute is not resolved to the Performer concerning questions mutual satisfaction of fact or law arising from or in connection with this Agreementthe parties within seven (7) calendar days of the meeting of Senior Management, and, whether or not involving an alleged breach of this Agreement, then the parties may be raised only under this Article. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior controversy using mediation. B. If the matter has not been resolved pursuant to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement in the interests of justice waives this requirement. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of Procurement and Chief Executive Officer of the Performer. The other Party shall submit a written position on the matter(s) in dispute aforesaid mediation procedure within thirty (30) calendar days after being notified that of the issuance of a decision has been requestedparty of a Notice of Dispute, or if either party will not participate in mediation, then either party may initiate arbitration upon fifteen (15) calendar days written notice to the other party. The USSOCOM Deputy Director Notwithstanding the foregoing, all deadlines specified above may be extended upon mutual written agreement of Procurement and the Performer’s designated representative shall conduct parties. C. Except for the right of either party to apply to a court of competent jurisdiction for review of the matter(saward of arbitration, for a temporary restraining order, preliminary injunction or other equitable relief to preserve the status quo, or disputes relating to breach of the confidentiality, non-disclosure or trade secret provisions of this Agreement, all claims, disputes, controversies and other matters relating to breach of this Agreement, and which cannot be resolved by the parties shall be settled by arbitration in accordance with this Agreement. D. Notice requesting arbitration ("Arbitration Notice"), or any other notice made in connection therewith, shall be made in writing by one party and sent by certified mail, return receipt requested, to the other party. The Arbitration Notice shall state in particular all issues to be resolved in the view of the complaining party, shall appoint the arbitrator selected by the complaining party and shall set a tentative date for the arbitration hearing, which date shall be no sooner than forty-five (45) calendar days and no later than ninety (90) calendar days from the date that the Arbitration Notice is mailed. Within twenty (20) calendar days of receipt of the complaining party's Arbitration Notice, the respondent shall notify the complaining party of the location for conducting arbitration and the name of its appointed arbitrator. When the two arbitrators have been appointed, they shall agree on a third independent arbitrator and shall appoint such person by written notice to the parties signed by both arbitrators within thirty (30) calendar days from the date of the appointment of the second arbitrator. If the two arbitrators fail to agree upon the appointment of an independent arbitrator at the end of thirty (30) calendar days following the appointment of the second arbitrator, then the independent arbitrator shall be appointed by the American Arbitration Association ("AAA"), or its successor, in dispute accordance with its then prevailing commercial arbitration rules then in effect. The three (3) arbitrators shall constitute the arbitration board ("Board"). E. The members of the Board shall be active or retired (i) lawyers or professionals familiar with insurance and/or (ii) active or former officers or management employees of insurance and/or data processing firms and/or software development companies. The person selected by the two respective arbitrators appointed by the parties shall be the umpire or chief arbitrator and must be a licensed attorney. F. Arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Associations ("AAA") then in effect except as modified herein. G. The parties agree that all then current employees of each with material relevant information will be voluntarily produced, at the employer's expense, for all proper discovery and arbitration hearings. H. The cost of the arbitration relative to the arbitrator and the AAA ("Costs") shall be borne equally pending the arbitrators' award. Each party shall bear its own expenses for attorneys' fees. The prevailing party in any arbitration proceeding hereunder shall be entitled, in addition to such other relief as may be granted, to recover the portion of the Costs incurred by that party in connection with arbitration under the Agreement prior to the award. I. The parties agree that the Board shall be required to render a its decision in writing within thirty (30) calendar days of receipt the conclusion of the arbitration proceedings, unless such time shall be extended by mutual written positionagreement of the parties. J. With respect to any matter brought before the Board, the Board shall make a decision having regard to the intentions of the parties, the terms of this Agreement, and custom and usage of the insurance and data processing industry. Any such joint Such decisions shall be in writing and shall state the findings of fact and conclusions of law upon which the decision is final and bindingbased, provided that such decision may not (i) award consequential, punitive, special, incidental or exemplary damages, or (ii) include a suspension of this Agreement or any provisions hereof. In the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made within thirty (30) calendar days of the expiration of the time for a The decision under subparagraph B.3 above, the dispute shall be further reviewedbased exclusively upon the evidence presented by the parties at a hearing in which evidence shall be allowed. The USSOCOM Director Said decisions may be reviewable and vacated, modified or corrected, in whole or in part, by appropriate courts of Procurement may elect to conduct this review personally competent jurisdiction for clear abuses of discretion or through a designee or jointly with errors at law by the Performer’s designated representativeBoard. Following If the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties in writing. Such resolution decision is not subject to further administrative review andvacated, to the extent permitted by lawmodified, or corrected in whole or in part upon an appeal, such decision shall be final and bindingbinding upon all parties to the proceeding and may be entered by either party in any court having competent jurisdiction. (The remainder of this page is intentionally left blank.)

Dispute Resolution Procedures. Any disagreementWithin ten (10) Business Days following the Seller's receipt of the Closing Financial Statements, claim or dispute between the Government Seller and its independent auditors shall be permitted to review the working papers of the Purchaser relating to the Working Capital Statement. The Working Capital Statement shall become final and binding upon the Seller and the Performer Purchaser on the eleventh (11th) Business Day following delivery thereof, unless the Seller gives written notice of its disagreement with the Working Capital Statement (a "NOTICE OF DISAGREEMENT") to the Purchaser prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted and (ii) only include disagreements based on mathematical errors or based on the Working Capital Statement not being prepared or the Working Capital or the adjusted purchase price not being determined in accordance with Section 2.03(b). During the seven (7) Business Day period following the delivery of a Notice of Disagreement, the Seller and the Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement and agree on a final determination of the disagreements set forth in the Notice of Disagreement. During such period, the Purchaser and its auditors shall have access to the working papers of the Seller and, if applicable, the Seller's auditors' working papers prepared in connection with the Notice of Disagreement. At the end of such seven (7) Business Day period, the Seller and the Purchaser shall submit to a nationally recognized independent accounting firm (the "INDEPENDENT ACCOUNTING FIRM") for arbitration of any and all matters that remain in dispute and that were properly included in the Notice of Disagreement. The Independent Accounting Firm shall be Ernst & Young, or, if such firm is unable or unwilling to act, the first of the Big Four Public Accounting Firms (on an alphabetical basis) that is not currently serving as the auditor of either the Seller or the Purchaser shall be selected to resolve the dispute. The Seller and the Purchaser shall instruct the Independent Accounting Firm to render its reasoned written decision as promptly as practicable but in no event later than fifteen (15) Business Days after submission of all matters in dispute. The cost of any arbitration (including the fees and expenses of the Independent Accounting Firm and reasonable attorney fees and expenses pursuant to this Section 2.03(c) shall be borne by the Purchaser and the Seller in inverse proportion as they may prevail in matters resolved by the Independent Accounting Firm, which proportionate allocations shall also be determined by the Independent Accounting Firm at the time the determination of the Independent Accounting Firm is rendered on the merits of the matters submitted. Except as otherwise provided herein, the procedures for resolution of disputes concerning questions the Closing Financial Statements shall (i) be final, binding and conclusive on the Seller and the Purchaser for purposes of fact or law arising from or the purchase price adjustments only and for no other purpose in connection with this AgreementAgreement so that when the Closing Financial Statements are deemed final hereunder, andneither the Seller nor the Purchaser will be entitled to subject the Closing Financial Statements, whether any resolution by and between the Seller and the Purchaser under this Section 2.03(c) or not involving the Independent Accounting Firm's decision to any court or tribunal, for purposes of the purchase price adjustments and (ii) shall constitute an alleged breach of this Agreement, arbitral determination upon which a judgment may be raised only under this Article. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved entered by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 court of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement in the interests of justice waives this requirement. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of Procurement and Chief Executive Officer of the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director of Procurement and the Performer’s designated representative shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. In the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Director of Procurement may elect to conduct this review personally or through a designee or jointly with the Performer’s designated representative. Following the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, to the extent permitted by law, shall be final and bindingcompetent jurisdiction.

Dispute Resolution Procedures. Any disagreement(i) If Seller disagrees with Buyer’s calculation of the Purchase Price or any component thereof, claim including the calculation of Cash and Cash Equivalents, Indebtedness, Net Working Capital, Transaction Expenses or dispute between the Government and the Performer concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement Adjustment Amount as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement set forth in the interests of justice waives this requirement. Failing resolution by mutual agreementClosing Statement delivered pursuant to Section 1.6(b), the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party Seller may, in writing, request a joint decision by the USSOCOM Deputy Director of Procurement and Chief Executive Officer of the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that delivery of the Closing Statement, deliver a decision has been requestednotice to Buyer providing reasonable detail of the reasons for such disagreement and setting forth Seller’s calculation of the items and amounts in dispute. Any such notice of disagreement shall specify all items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts, and the calculation thereof, set forth in the Closing Statement. (ii) If a notice of disagreement shall be properly delivered pursuant to Section 1.6(c)(i), Seller and Buyer shall, during the thirty (30) days following such delivery, negotiate in good faith to reach written agreement on the disputed items or amounts. The USSOCOM Deputy Director matters set forth in any written resolution executed by Seller and Buyer shall be final and binding on the parties on the date of Procurement such written resolution. (iii) If Seller and the Performer’s designated representative Buyer are unable to reach such agreement during such thirty (30) day period, they shall conduct a review of the matter(s) promptly (and in dispute and render a decision in writing any event, within thirty (30) calendar days days) thereafter submit any matters in dispute to the independent accounting firm of receipt of such written position▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (the “Independent Accountant”) for resolution, who shall act as an accounting expert and not as an arbitrator. Any such joint decision is final The Independent Accountant shall deliver to Seller and binding. In the absence of a joint decisionBuyer, upon written request to USSOCOM Director of Procurement, made within as promptly as practicable (but in no event later than thirty (30) calendar days from the date of engagement of the expiration Independent Accountant), a written report as to the resolution of each disputed item, accompanied by a certificate of the time for a decision under subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Director of Procurement may elect to conduct this review personally or through a designee or jointly Independent Accountant that it reached such determination in accordance with the Performer’s designated representative. Following definitions as provided in this Agreement and the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties in writingAccounting Methodology. Such resolution is not subject to further administrative review and, to the extent permitted by law, report shall be final and bindingbinding on the parties and shall not be subject to further review or appeal (absent manifest arithmetical error). The Independent Accountant shall consider only those items and amounts in Seller’s and Buyer’s respective calculations of Cash and Cash Equivalents, Indebtedness, Net Working Capital, Transaction Expenses or Adjustment Amount, including each of the components thereof, that are identified as being items and amounts to which Seller and Buyer have been unable to agree. The Independent Accountant’s determination of any disputed item shall be (x) based solely on (i) written materials submitted by Seller and Buyer (or by in-person or telephonic conferences if mutually agreed to by Buyer, Seller and the Independent Accountant) and not by independent review, and (ii) the Accounting Methodology, Exhibit A and the definitions and the other provisions included herein, and (y) within the range of the amounts proposed by Buyer and Seller. Until the calculations of Cash and Cash Equivalents, Indebtedness, Net Working Capital, Transaction Expenses or Adjustment Amount, including each of the components thereof, have been finally determined pursuant hereto, neither Buyer nor Seller shall without the prior consent of Seller (in the case of Buyer) or Buyer (in the case of Seller), (A) have any ex parte conversations or meetings with the Independent Accountant, or (B) engage the Independent Accountant or any of its Affiliates to perform any new services other than as Independent Accountant pursuant hereto. Each party agrees to execute a reasonable engagement letter, if such letter is required by the Independent Accountant. The fees and expenses of the Independent Accountant with respect to any disputed amounts that are submitted to the Independent Accountant for resolution as provided in this Section 1.6(c)(iii) (the “Accountant Fees”) will be paid by and apportioned between Buyer and Seller based on the aggregate dollar amount of the amount in dispute and inversely related to the relative recovery as determined by the Independent Accountant of Seller and Buyer, respectively. For example, if the aggregate dollar amount in dispute is $1,000,000 and the relative recovery of Seller and Buyer as determined by the Independent Accountant is $900,000 and $100,000, respectively, then Buyer will be apportioned responsibility for 90% of the Accountant Fees and Seller will be apportioned responsibility for 10% of the Accountant Fees. (iv) The Closing Statement (and each of the components thereof) shall become final and binding on the parties (A) on the thirty-first (31st) day following the delivery of the Closing Statement if a notice of disagreement has not been delivered to Buyer by Seller, (B) with such changes as are necessary to reflect matters resolved pursuant to any written resolution executed pursuant to Section 1.6(c)(ii), on the date such resolution is executed, if all outstanding matters are resolved through such resolution, and/or (C) with such changes as are necessary to reflect the Independent Accountant’s resolution of the matters in dispute (together with any changes necessary to reflect matters previously resolved pursuant to any written resolution executed pursuant to Section 1.6(c)(ii) and any matters not disputed pursuant to a notice of disagreement), on the date the Independent Accountant delivers its final, binding resolution pursuant to Section 1.6(c)(iii) (the Closing Statement in such form, the “Final Closing Statement,” and the Purchase Price set forth in the Final Closing Statement, the “Final Purchase Price”).

Dispute Resolution Procedures. Any disagreementA. The parties will attempt in good faith to promptly resolve any material dispute regarding this Agreement by negotiations between senior management ("Senior Management") of the parties. Senior Management of each party will meet within ten (10) calendar days of notice ("Notice of Dispute") by a party of the existence of a material dispute, claim or at a mutually agreed time and place, to resolve the material dispute. Senior Management, who shall have the authority to settle the dispute, shall prepare and exchange memoranda stating the issues in the material dispute between and their positions. If the Government and material dispute is not resolved to the Performer concerning questions mutual satisfaction of fact or law arising from or in connection with this Agreementthe parties within seven (7) calendar days of the meeting of Senior Management, and, whether or not involving an alleged breach of this Agreement, then the parties may be raised only under this Article. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior controversy using mediation. B. If the matter has not been resolved pursuant to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement in the interests of justice waives this requirement. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of Procurement and Chief Executive Officer of the Performer. The other Party shall submit a written position on the matter(s) in dispute aforesaid mediation procedure within thirty (30) calendar days after being notified that of the issuance of a decision has been requestedparty of a Notice of Dispute, or if either party will not participate in mediation, then either party may initiate arbitration upon fifteen (15) calendar days written notice to the other party. The USSOCOM Deputy Director Notwithstanding the foregoing, all deadlines specified above may be extended upon mutual written agreement of Procurement and the Performer’s designated representative shall conduct parties. C. Except for the right of either party to apply to a court of competent jurisdiction for review of the matter(saward of arbitration, for a temporary restraining order, preliminary injunction or other equitable relief to preserve the status quo, or disputes relating to breach of the confidentiality, non-disclosure or trade secret provisions of this Agreement, all claims, disputes, controversies and other matters relating to breach of this Agreement, and which cannot be resolved by the parties shall be settled by arbitration in accordance with this Agreement. D. Notice requesting arbitration ("Arbitration Notice"), or any other notice made in connection therewith, shall be made in writing by one party and sent by certified mail, return receipt requested, to the other party. The Arbitration Notice shall state in particular all issues to be resolved in the view of the complaining party, shall appoint the arbitrator selected by the complaining party and shall set a tentative date for the arbitration hearing, which date shall be no sooner than forty-five (45) calendar days and no later than ninety (90) calendar days from the date that the Arbitration Notice is mailed. Within twenty (20) calendar days of receipt of the complaining party's Arbitration Notice, the respondent shall notify the complaining party of the location for conducting arbitration and the name of its appointed arbitrator. When the two arbitrators have been appointed, they shall agree on a third independent arbitrator and shall appoint such person by written notice to the parties signed by both arbitrators within thirty (30) calendar days from the date of the appointment of the second arbitrator. If the two arbitrators fail to agree upon the appointment of an independent arbitrator at the end of thirty (30) calendar days following the appointment of the second arbitrator, then the independent arbitrator shall be appointed by the American Arbitration Association ("AAA"), or its successor, in dispute accordance with its then prevailing commercial arbitration rules then in effect. The three (3) arbitrators shall constitute the arbitration board ("Board"). E. The members of the Board shall be active or retired (i) lawyers or professionals familiar with insurance and/or (ii) active or former officers or management employees of insurance and/or data processing firms and/or software development companies. The person selected by the two respective arbitrators appointed by the parties shall be the umpire or chief arbitrator and must be a licensed attorney. F. Arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association ("AAA") then in effect except as modified herein. G. The parties agree that all then current employees of each with material relevant information will be voluntarily produced, at the employer's expense, for all proper discovery and arbitration hearings. H. The cost of the arbitration relative to the arbitrators and the AAA ("Costs") shall be borne equally pending the arbitrators' award. Each party shall bear its own expenses for attorneys' fees. The prevailing party in any arbitration proceeding hereunder shall be entitled, in addition to such other relief as may be granted, to recover the portion of the Costs incurred by that party in connection with arbitration under the Agreement prior to the award. I. The parties agree that the Board shall be required to render a its decision in writing within thirty (30) calendar days of receipt the conclusion of the arbitration proceedings, unless such time shall be extended by mutual written positionagreement of the parties. J. With respect to any matter brought before the Board, the Board shall make a decision having regard to the intentions of the parties, the terms of this Agreement, and custom and usage of the insurance and data processing industry. Any such joint Such decisions shall be in writing and shall state the findings of fact and conclusions of law upon which the decision is final and bindingbased, provided that such decision may not (i) award consequential, punitive, special, incidental or exemplary damages, or (ii) include a suspension of this Agreement or any provisions hereof. In the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made within thirty (30) calendar days of the expiration of the time for a The decision under subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Director of Procurement may elect to conduct this review personally or through based exclusively upon the evidence presented by the parties at a designee or jointly with the Performer’s designated representative. Following the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties hearing in writing. Such resolution is not subject to further administrative review and, to the extent permitted by law, which evidence shall be final and binding.be

Dispute Resolution Procedures. Any disagreement, claim or A. The parties will attempt in good faith to promptly resolve any dispute between the Government and the Performer concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this ArticleAgreement by negotiations between senior management ("Senior Management") of the parties. Whenever disputesSenior Management of each party will meet within ten (10) calendar days of notice ("Notice of Dispute") by a party of the existence of a dispute, disagreementsat a mutually agreed time and place, or misunderstandings ariseto resolve the dispute. Senior Management, who shall have the Parties authority to settle the dispute, shall prepare and exchange memoranda stating the issues in the material dispute and their positions. If the material dispute is not resolved to the mutual satisfaction of the parties within seven (7) calendar days of the meeting of Senior Management, then the parties may attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior controversy using mediation. B. If the matter has not been resolved pursuant to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement in the interests of justice waives this requirement. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of Procurement and Chief Executive Officer of the Performer. The other Party shall submit a written position on the matter(s) in dispute aforesaid mediation procedure within thirty (30) calendar days after being notified that of the issuance of a decision has been requestedparty of a Notice of Dispute, or if either party will not participate in mediation, then either party may initiate arbitration upon fifteen (15) calendar days written notice to the other party. The USSOCOM Deputy Director Notwithstanding the foregoing, all deadlines specified above may be extended upon mutual written agreement of Procurement and the Performer’s designated representative shall conduct parties. C. Except for the right of either party to apply to a court of competent jurisdiction for review of the matter(saward of arbitration, for a temporary restraining order, preliminary injunction or other equitable relief to preserve the status quo, or disputes relating to breach of the confidentiality, non-disclosure or trade secret provisions of this Agreement, all claims, disputes, controversies and other matters relating to breach of this Agreement, and which cannot be resolved by the parties shall be settled by arbitration in accordance with this Agreement. D. Notice requesting arbitration ("Arbitration Notice"), or any other notice made in connection therewith, shall be made in writing by one party and sent by certified mail, return receipt requested, to the other party. The Arbitration Notice shall state in particular all issues to be resolved in the view of the complaining party, shall appoint the arbitrator selected by the complaining party and shall set a tentative date for the hearing, which date shall be no sooner than forty-five (45) calendar days and no later than ninety (90) calendar days from the date that the Arbitration Notice is mailed. Within twenty (20) calendar days of receipt of the complaining party's Arbitration Notice, the respondent shall notify the complaining party of the location for conducting arbitration and the name of its appointed arbitrator. When the two arbitrators have been appointed, they shall agree on a third independent arbitrator and shall appoint such person by written notice to the parties signed by both arbitrators within thirty (30) calendar days from the date of the appointment of the second arbitrator. If the two arbitrators fail to agree upon the appointment of an independent arbitrator at the end of thirty (30) calendar days following the appointment of the second arbitrator, then the independent arbitrator shall be appointed by the American Arbitration Association ("AAA"), or its successor, in dispute accordance with its then prevailing commercial arbitration rules then in effect. The three (3) arbitrators shall constitute the Arbitration Board ("Board"). E. The members of the Board shall be active or retired (i) lawyers or professionals familiar with insurance and/or (ii) active or former officers or management employees of insurance and/or data processing firms and/or software development companies. The person selected by the two respective arbitrators appointed by the parties shall be the umpire or chief arbitrator and must be a licensed attorney. F. Arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association ("AAA") then in effect except as modified herein. G. The parties agree that all then current employees of each with material relevant information will be voluntarily produced, at the employer's expense, for all proper discovery and arbitration hearings. H. The cost of the arbitration relative to the arbitrators and the AAA ("Costs") shall be borne equally pending the arbitrators' award. Each party shall bear its own expenses for attorneys' fees. The prevailing party in any arbitration proceeding hereunder shall be entitled, in addition to such other relief as may be granted, to recover the portion of the Costs incurred by that party in connection with arbitration under the Agreement prior to the award. I. The parties agree that the arbitrators shall be required to render a their decision in writing within thirty (30) calendar days of receipt the conclusion of the arbitration proceedings, unless such time shall be extended by mutual written positionagreement of the parties. J. With respect to any matter brought before the Board, the Board shall make a decision having regard to the intentions of the parties, the terms of this Agreement, and custom and usage of the insurance and data processing industry. Any such joint Such decisions shall be in writing and shall state the findings of fact and conclusions of law upon which the decision is final and bindingbased, provided that such decision may not (i) award consequential, punitive, special, incidental or exemplary damages, or (ii) include a suspension of this Agreement or any provisions hereof. In the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made within thirty (30) calendar days of the expiration of the time for a The decision under subparagraph B.3 above, the dispute shall be further reviewedbased exclusively upon the evidence presented by the parties at a hearing in which evidence shall be allowed. The USSOCOM Director Said decisions may be reviewable and vacated, modified or corrected, in whole or in part, by appropriate courts of Procurement may elect to conduct this review personally competent jurisdiction for clear abuses of discretion or through a designee or jointly with errors at law by the Performer’s designated representativeBoard. Following If the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties in writing. Such resolution decision is not subject to further administrative review andvacated, to the extent permitted by lawmodified, or corrected in whole or in part upon an appeal, such decision shall be final and bindingbinding upon all parties to the proceeding and may be entered by either party in any court having competent jurisdiction.

Dispute Resolution Procedures. 1. Any disagreement, claim or dispute between the Government DARPA and the Performer concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article. 2. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph Subparagraph B.3 of this article Article constitute the basis for relief under this article Article unless the USSOCOM Director of Procurement DARPA in the interests of justice waives this requirement. 3. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party (through the DARPA AO or the Performer’s Administrator, as the case may be) in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of DARPA Senior Procurement Executive, and Chief Executive Officer of senior executive (no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level) appointed by the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director of DARPA Senior Procurement Executive, and the Performer’s designated representative senior executive shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. 4. In the absence of a joint decision, upon written request to USSOCOM the Deputy Director of ProcurementDARPA, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph Subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Deputy Director of Procurement DARPA may elect to conduct this review personally or through a designee or jointly with a senior executive (no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level) appointed by the Performer’s designated representative. Following the review, the USSOCOM Deputy Director of Procurement DARPA or designee will resolve the issue(s) and issue(s)and notify the Parties in writing. Such resolution is not subject to further administrative review andby the Director of DARPA, whose decision to the extent permitted by law, law shall be final and binding.

Dispute Resolution Procedures. 1. Any disagreement, claim or dispute between the Government DARPA and the Performer Consortium concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article. 2. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement DARPA in the interests of justice waives this requirement. 3. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party (through the DARPA AO or Consortium Administrator, as the case may be) in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of DARPA Senior Procurement Executive, and Chief Executive Officer senior executive (no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level) appointed by the CMC of the PerformerConsortium. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director of DARPA Senior Procurement Executive, and the Performer’s designated representative senior executive shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. 4. In the absence of a joint decision, upon written request to USSOCOM the Deputy Director of ProcurementDARPA, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Deputy Director of Procurement DARPA may elect to conduct this review personally or through a designee or jointly with a senior executive (no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level) appointed by the Performer’s designated representativeCMC of the Consortium. Following the review, the USSOCOM Deputy Director of Procurement DARPA or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review andby the Director of DARPA, whose decision to the extent permitted by law, law shall be final and binding.

Dispute Resolution Procedures. 1. Any disagreement, claim or dispute between the Government DARPA and the Performer concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article, which describes the applicable administrative review process. Completion of this process forecloses any further administrative review and must be pursued prior to any other dispute resolution process. 2. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months [TIME PERIOD IS NEGOTIABLE BUT SHOULD BE NO MORE THAN 6 MONTHS] from when the Party know or should have known the basis of the action prior to the notification made under subparagraph Section B.3 of this article constitute Article, which constitutes the basis for relief under this article Article unless the USSOCOM Director of Procurement DARPA in the interests of justice waives this requirement. 3. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party (through the DARPA AO or the Performer’s Administrator, as the case may be) in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of DARPA Senior Procurement Executive, and Chief Executive Officer of senior executive no lower than [INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY] level appointed by the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director of DARPA Senior Procurement Executive, and the Performer’s designated representative senior executive shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. 4. In the absence of a joint decision, upon written request to USSOCOM the Deputy Director of ProcurementDARPA, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph Section B.3 of the Article above, the dispute shall be further reviewed. The USSOCOM Deputy Director of Procurement DARPA may elect to conduct this review personally or through a designee or jointly with a senior executive no lower than [INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM, AND ORGANZATIONALLY ABOVE THE PERSON IDENTIFIED AT SUBPARAGRAPH 3, TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY] level appointed by the Performer’s designated representative. Following the review, the USSOCOM Deputy Director of Procurement DARPA or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, to To the extent permitted by law, such resolution shall be final and binding, except that if not satisfied with the results of completing the administrative review process, either party may pursue any right and remedy in the federal court.

Dispute Resolution Procedures. 1. Any disagreement, claim or dispute between the Government DARPA and the Performer concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article. 2. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph Subparagraph B.3 of this article Article constitute the basis for relief under this article Article unless the USSOCOM Director of Procurement DARPA in the interests of justice waives this requirement. 3. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of DARPA Senior Procurement Executive and Chief Executive Officer of senior executive, no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level, appointed by the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director of DARPA Senior Procurement Executive and the Performer’s designated representative appointed senior executive shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. 4. In the absence of a joint decision, upon written request to USSOCOM the Deputy Director of ProcurementDARPA, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph Subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Deputy Director of Procurement DARPA may elect to conduct this review personally or through a designee or jointly with a senior executive, no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level, appointed by the Performer’s designated representative. Following the review, the USSOCOM Deputy Director of Procurement DARPA or designee will resolve the issue(s) and issue(s)and notify the Parties in writing. Such resolution is not subject to further administrative review and, to the extent permitted by law, shall be final and binding.

Dispute Resolution Procedures. 1. Any disagreement, claim or dispute between the Government DARPA and the Performer concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article. 2. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement DARPA in the interests of justice waives this requirement. 3. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of DARPA Senior Procurement Executive and Chief Executive Officer of senior executive, no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level, appointed by the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director of DARPA Senior Procurement Executive and the Performer’s designated representative senior executive shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. 4. In the absence of a joint decision, upon written request to USSOCOM the Deputy Director of ProcurementDARPA, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Deputy Director of Procurement DARPA may elect to conduct this review personally or through a designee or jointly with a senior executive, no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level, appointed by the Performer’s designated representative. Following the review, the USSOCOM Deputy Director of Procurement DARPA or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, to the extent permitted by law, law shall be final and binding.

Dispute Resolution Procedures. Any disagreement, claim (i) If the Seller disagrees with the Purchaser’s calculation of the Purchase Price or dispute between any component thereof as set forth in the Government and the Performer concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article. Whenever disputes, disagreements, or misunderstandings ariseClosing Statement delivered pursuant to Section 3.4(a), the Parties shall attempt to resolve the issue(sSeller may, within forty-five (45) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement in the interests of justice waives this requirement. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing days after delivery of the relevant factsClosing Statement, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing deliver a notice to the Purchaser providing reasonable detail of the reasons for such disagreement and setting forth the Seller’s calculation of the items and amounts in dispute. Any such notice of disagreement shall specify all items or amounts as to which the Seller disagrees, and the Seller shall be deemed to have agreed with all other Partyitems and amounts, and the calculation thereof, set forth in the Closing Statement. (ii) If a notice of disagreement is delivered pursuant to Section 3.4(b)(i), the aggrieved Party maySeller and the Purchaser shall, during the fifteen (15) days following such delivery, negotiate in writing, request a joint decision good faith to reach written agreement on the disputed items or amounts. The matters set forth in any written resolution executed by the USSOCOM Deputy Director of Procurement Seller and Chief Executive Officer of the Performer. The other Party Purchaser shall submit a written position be final and binding on the matter(sparties on the date of such written resolution. (iii) If the Seller and the Purchaser are unable to reach such agreement during such fifteen (15) day period, the Seller and the Purchaser shall promptly (and in dispute any event, within thirty (30) calendar days after being notified that a decision has been requesteddays) thereafter submit any matters in dispute to PricewaterhouseCoopers LLP (the “Independent Accountant”) for resolution, who shall act as an accounting expert and not as an arbitrator. The USSOCOM Deputy Director of Procurement Independent Accountant shall deliver to the Seller and the Performer’s designated representative shall conduct a review of the matter(s) Purchaser, as promptly as practicable (but in dispute and render a decision in writing within no event later than thirty (30) calendar days from the date of receipt of such written position. Any such joint decision is final and binding. In the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made within thirty (30) calendar days engagement of the expiration Independent Accountant), a written report as to the resolution of each disputed item, accompanied by a certificate of the time for a decision under subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Director of Procurement may elect to conduct this review personally or through a designee or jointly Independent Accountant that it reached such determination in accordance with the Performer’s designated representative. Following definitions as provided in this Agreement and the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties in writingAccounting Methodology. Such resolution is not subject to further administrative review and, to the extent permitted by law, report shall be final and bindingbinding on the parties and shall not be subject to further review or appeal (absent manifest arithmetical error). The Independent Accountant shall consider only those items and amounts in the Seller’s and the Purchaser’s respective calculations of Indebtedness, Cash and Cash Equivalents, Transaction Expenses or Net Working Capital, that were disputed within Seller’s notice of disagreement and that the parties identify as being items and amounts to which the Seller and the Purchaser have still been unable to agree. The Independent Accountant’s determination of any disputed item shall be (x) based solely on (i) written materials submitted by the Seller and the Purchaser (or by in-person telephonic conferences if mutually agreed by the Purchaser, the Seller and the Independent Accountant) and not by independent review, and (ii) the Accounting Methodology and on the definitions included herein and (y) within the range of the amounts proposed for each by the Purchaser and the Seller within Purchaser’s Closing Statement and Seller’s notice of disagreement, respectively. Until the calculations have been finally determined pursuant hereto, neither the Purchaser nor the Seller shall without the prior consent of the Seller (in the case of the Purchaser) or the Purchaser (in the case of the Seller) have any ex parte conversations or meetings with the Independent Accountant. Each party agrees to execute a reasonable engagement letter, if such letter is required by the Independent Accountant. The costs and expenses of the Independent Accountant shall be borne by the Seller, on the one hand, and the Purchaser, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amounts actually contested by such party; provided that any initial engagement fee shall initially be borne fifty percent (50%) each by the Seller, on the one hand, and the Purchaser, on the other hand (and then reconciled upon final determination of the Independent Accountant). (iv) The Closing Statement (and each of the components thereof) shall become final and binding on the parties (A) on the forty-sixth (46th) day following the delivery of the Closing Statement if a notice of disagreement has not been delivered to the Purchaser by the Seller, (B) with such changes as are necessary to reflect matters resolved pursuant to any written resolution executed pursuant to Section 3.4(b)(ii), on the date such resolution is executed, if all outstanding matters are resolved through such resolution and/or (C) with such changes as are necessary to reflect the Independent Accountant’s resolution of the matters in dispute (together with any changes necessary to reflect matters previously resolved pursuant to any written resolution executed pursuant to Section 3.4(b)(ii) and any matters not disputed pursuant to a notice of disagreement), on the date the Independent Accountant delivers its final, binding resolution pursuant to Section 3.4(b)(iii) (the Closing Statement in such form, a “Final Closing Statement”, and the Purchase Price set forth in such Final Closing Statement, the “Final Purchase Price”).

Dispute Resolution Procedures. Any disagreementA. The parties will attempt in good faith to promptly resolve any material dispute regarding this Agreement by negotiations between senior management ("Senior Management") of the parties. Senior Management of each party will meet within ten (10) calendar days of notice ("Notice of Dispute") by a party of the existence of a material dispute, claim or at a mutually agreed time and place, to resolve the material dispute. Senior Management, who shall have the authority to settle the dispute, shall prepare and exchange memoranda stating the issues in the material dispute between and their positions. If the Government and material dispute is not resolved to the Performer concerning questions mutual satisfaction of fact or law arising from or in connection with this Agreementthe parties within seven (7) calendar days of the meeting of Senior Management, and, whether or not involving an alleged breach of this Agreement, then the parties may be raised only under this Article. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior controversy using mediation. B. If the matter has not been resolved pursuant to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement in the interests of justice waives this requirement. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of Procurement and Chief Executive Officer of the Performer. The other Party shall submit a written position on the matter(s) in dispute aforesaid mediation procedure within thirty (30) calendar days after being notified that of the issuance of a decision has been requestedparty of a Notice of Dispute, or if either party will not participate in mediation, then either party may initiate arbitration upon fifteen (15) calendar days written notice to the other party. The USSOCOM Deputy Director Notwithstanding the foregoing, all deadlines specified above may be extended upon mutual written agreement of Procurement and the Performer’s designated representative shall conduct parties. C. Except for the right of either party to apply to a court of competent jurisdiction for review of the matter(saward of arbitration, for a temporary restraining order, preliminary injunction or other equitable relief to preserve the status quo, or disputes relating to breach of the confidentiality, non-disclosure or trade secret provisions of this Agreement, all claims, disputes, controversies and other matters relating to breach of this Agreement, and which cannot be resolved by the parties shall be settled by arbitration in accordance with this Agreement. D. Notice requesting arbitration ("Arbitration Notice"), or any other notice made in connection therewith, shall be made in writing by one party and sent by certified mail, return receipt requested, to the other party. The Arbitration Notice shall state in particular all issues to be resolved in the view of the complaining party, shall appoint the arbitrator selected by the complaining party and shall set a tentative date for the arbitration hearing, which date shall be no sooner than forty-five (45) calendar days and no later than ninety (90) calendar days from the date that the Arbitration Notice is mailed. Within twenty (20) calendar days of receipt of the complaining party's Arbitration Notice, the respondent shall notify the complaining party of the location for conducting arbitration and the name of its appointed arbitrator. When the two arbitrators have been appointed, they shall agree on a third independent arbitrator and shall appoint such person by written notice to the parties signed by both arbitrators within thirty (30) calendar days from the date of the appointment of the second arbitrator. If the two arbitrators fail to agree upon the appointment of an independent arbitrator at the end of thirty (30) calendar days following the appointment of the second arbitrator, then the independent arbitrator shall be appointed by the American Arbitration Association ("AAA"), or its successor, in dispute accordance with its then prevailing commercial arbitration rules then in effect. The three (3) arbitrators shall constitute the arbitration board ("Board"). E. The members of the Board shall be active or retired (i) lawyers or professionals familiar with insurance and/or (ii) active or former officers or management employees of insurance and/or data processing firms and/or software development companies. The person selected by the two respective arbitrators appointed by the parties shall be the umpire or chief arbitrator and must be a licensed attorney. F. Arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association ("AAA") then in effect except as modified herein. G. The parties agree that all then current employees of each with material relevant information will be voluntarily produced, at the employer's expense, for all proper discovery and arbitration hearings. H. The cost of the arbitration relative to the arbitrators and the AAA ("Costs") shall be borne equally pending the arbitrators' award. Each party shall bear its own expenses for attorneys' fees. The prevailing party in any arbitration proceeding hereunder shall be entitled, in addition to such other relief as may be granted, to recover the portion of the Costs incurred by that party in connection with arbitration under the Agreement prior to the award. I. The parties agree that the Board shall be required to render a its decision in writing within thirty (30) calendar days of receipt the conclusion of the arbitration proceedings, unless such time shall be extended by mutual written positionagreement of the parties. J. With respect to any matter brought before the Board, the Board shall make a decision having regard to the intentions of the parties, the terms of this Agreement, and custom and usage of the insurance and data processing industry. Any such joint Such decisions shall be in writing and shall state the findings of fact and conclusions of law upon which the decision is final and bindingbased, provided that such decision may not (i) award consequential, punitive, special, incidental or exemplary damages, or (ii) include a suspension of this Agreement or any provisions hereof. In the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made within thirty (30) calendar days of the expiration of the time for a The decision under subparagraph B.3 above, the dispute shall be further reviewedbased exclusively upon the evidence presented by the parties at a hearing in which evidence shall be allowed. The USSOCOM Director Said decisions may be reviewable and vacated, modified or corrected, in whole or in part, by appropriate courts of Procurement may elect to conduct this review personally competent jurisdiction for clear abuses of discretion or through a designee or jointly with errors at law by the Performer’s designated representativeBoard. Following If the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties in writing. Such resolution decision is not subject to further administrative review andvacated, to the extent permitted by lawmodified, or corrected in whole or in part upon an appeal, such decision shall be final and bindingbinding upon all parties to the proceeding and may be entered by either party in any court having competent jurisdiction.