Common use of Dispute Resolution Process Clause in Contracts

Dispute Resolution Process. 9.1 All disputes between any of the parties arising out of or relating to this Agreement will be referred, by any party involved in the dispute, to the representatives of the parties specified in the Detailed Collaboration Plan. 9.2 If the dispute cannot be resolved by the parties' representatives nominated under clause 9.1 within a maximum of 5 Working Days (or any other time agreed in writing by the parties) after it has been referred to them under clause 9.1, then except if a party seeks urgent injunctive relief, the parties will refer it to mediation under the process set out in clause 9.3 unless the Buyer considers (acting reasonably and considering any objections to mediation raised by the other parties) that the dispute is not suitable for resolution by mediation. 9.3 The process for mediation and consequential provisions for mediation are: 9.3.1 a neutral adviser or mediator will be chosen by agreement between the parties or, if they are unable to agree upon a Mediator within 10 Working Days after a request by one party to the other parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, any party will within 10 Working Days from the date of the proposal to appoint a Mediator or within 10 Working Days of notice to the parties that he is unable or unwilling to act, apply to the President of the Law Society to appoint a Mediator 9.3.2 the parties will within 10 Working Days of the appointment of the Mediator meet to agree a programme for the exchange of all relevant information and the structure of the negotiations 9.3.3 unless otherwise agreed by the parties in writing, all negotiations connected with the dispute and any settlement agreement relating to it will be conducted in confidence and without prejudice to the rights of the parties in any future proceedings 9.3.4 if the parties reach agreement on the resolution of the dispute, the agreement will be put in writing and will be binding on the parties once it is signed by their authorised representatives 9.3.5 failing agreement, any of the parties may invite the Mediator to provide a non- binding but informative opinion in writing. The opinion will be provided on a without prejudice basis and will not be used in evidence in any proceedings relating to this Agreement without the prior written consent of all the parties 9.3.6 if the parties fail to reach agreement in the structured negotiations within 20 Working Days of the Mediator being appointed, or any longer period the parties agree on, then any dispute or difference between them may be referred to the courts 9.4 The parties must continue to perform their respective obligations under this Agreement and under their respective Contracts pending the resolution of a dispute.

Dispute Resolution Process. 9.1 All disputes between any of the parties arising out of or relating to this Agreement will be referred, by any party involved in the dispute, to the representatives of the parties specified in the Detailed Collaboration Plan. 9.2 If the dispute cannot be resolved by the parties' representatives nominated under clause clause 9.1 within a maximum of 5 Working Days (or any other time agreed in writing by the parties) after it has been referred to them under clause 9.1, then except if a party seeks urgent injunctive relief, the parties will refer it to mediation under the process set out in clause 9.3 unless the Buyer considers (acting reasonably and considering any objections to mediation raised by the other parties) that the dispute is not suitable for resolution by mediation. 9.3 The process for mediation and consequential provisions for mediation are: 9.3.1 a neutral adviser or mediator will be chosen by agreement between the parties or, if they are unable to agree upon a Mediator within 10 Working Days after a request by one party to the other parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, any party will within 10 Working Days from the date of the proposal to appoint a Mediator or within 10 Working Days of notice to the parties that he is unable or unwilling to act, apply to the President of the Law Society to appoint a Mediator 9.3.2 the parties will within 10 Working Days of the appointment of the Mediator meet to agree a programme for the exchange of all relevant information and the structure of the negotiations 9.3.3 unless otherwise agreed by the parties in writing, all negotiations connected with the dispute and any settlement agreement relating to it will be conducted in confidence and without prejudice to the rights of the parties in any future proceedings 9.3.4 if the parties reach agreement on the resolution of the dispute, the agreement will be put in writing and will be binding on the parties once it is signed by their authorised representatives 9.3.5 failing agreement, any of the parties may invite the Mediator to provide a non- binding nonbinding but informative opinion in writing. The opinion will be provided on a without prejudice basis and will not be used in evidence in any proceedings relating to this Agreement without the prior written consent of all the parties 9.3.6 if the parties fail to reach agreement in the structured negotiations within 20 Working Days of the Mediator being appointed, or any longer period the parties agree on, then any dispute or difference between them may be referred to the courts 9.4 The parties must continue to perform their respective obligations under this Agreement and under their respective Contracts pending the resolution of a dispute.

Dispute Resolution Process. 9.1 All disputes between any of the parties arising out of or relating to this Agreement will be referred, by any party involved in the dispute, to the representatives of the parties specified in the Detailed Collaboration Plan. 9.2 If the dispute cannot be resolved by the parties' representatives nominated under clause 9.1 within a maximum of 5 Working Days (or any other time agreed in writing by the parties) after it has been referred to them under clause 9.1, then except if a party seeks urgent injunctive relief, the parties will refer it to mediation under the process set out in clause 9.3 unless the Buyer considers (acting reasonably and considering any objections to mediation raised by the other parties) that the dispute is not suitable for resolution by mediation. 9.3 The process for mediation and consequential provisions for mediation are: 9.3.1 a neutral adviser or mediator will be chosen by agreement between the parties or, if they are unable to agree upon a Mediator within 10 Working Days after a request by one party to the other parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, any party will within 10 Working Days from the date of the proposal to appoint a Mediator or within 10 Working Days of notice to the parties that he is unable or unwilling to act, apply to the President of the Law Society to appoint a Mediator 9.3.2 the parties will within 10 Working Days of the appointment of the Mediator meet to agree a programme for the exchange of all relevant information and the structure of the negotiations 9.3.3 unless otherwise agreed by the parties in writing, all negotiations connected with the dispute and any settlement agreement relating to it will be conducted in confidence and without prejudice to the rights of the parties in any future proceedings 9.3.4 if the parties reach agreement on the resolution of the dispute, the agreement will be put in writing and will be binding on the parties once it is signed by their authorised representatives 9.3.5 failing agreement, any of the parties may invite the Mediator to provide a non- binding nonbinding but informative opinion in writing. The opinion will be provided on a without prejudice basis and will not be used in evidence in any proceedings relating to this Agreement without the prior written consent of all the parties 9.3.6 if the parties fail to reach agreement in the structured negotiations within 20 Working Days of the Mediator being appointed, or any longer period the parties agree on, then any dispute or difference between them may be referred to the courts 9.4 The parties must continue to perform their respective obligations under this Agreement and under their respective Contracts pending the resolution of a dispute.

Dispute Resolution Process. 9.1 All disputes between any of the parties arising out of or relating to this Agreement will be referred, by any party involved in the dispute, to the representatives of the parties specified in the Detailed Collaboration Plan. 9.2 . If the dispute cannot be resolved by the parties' representatives nominated under clause clause 9.1 within a maximum of 5 Working Days (or any other time agreed in writing by the parties) after it has been referred to them under clause 9.1, then except if a party seeks urgent injunctive relief, the parties will refer it to mediation under the process set out in clause 9.3 unless the Buyer considers (acting reasonably and considering any objections to mediation raised by the other parties) that the dispute is not suitable for resolution by mediation. 9.3 . The process for mediation and consequential provisions for mediation are: 9.3.1 : a neutral adviser or mediator will be chosen by agreement between the parties or, if they are unable to agree upon a Mediator within 10 Working Days after a request by one party to the other parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, any party will within 10 Working Days from the date of the proposal to appoint a Mediator or within 10 Working Days of notice to the parties that he is unable or unwilling to act, apply to the President Chairman of the Law Society to appoint a Mediator 9.3.2 Mediator the parties will within 10 Working Days of the appointment of the Mediator meet to agree a programme for the exchange of all relevant information and the structure of the negotiations 9.3.3 negotiations unless otherwise agreed by the parties in writing, all negotiations connected with the dispute and any settlement agreement relating to it will be conducted in confidence and without prejudice to the rights of the parties in any future proceedings 9.3.4 proceedings if the parties reach agreement on the resolution of the dispute, the agreement will be put in writing and will be binding on the parties once it is signed by their authorised representatives 9.3.5 representatives failing agreement, any of the parties may invite the Mediator to provide a non- non-binding but informative opinion in writing. The opinion will be provided on a without prejudice basis and will not be used in evidence in any proceedings relating to this Agreement without the prior written consent of all the parties 9.3.6 parties if the parties fail to reach agreement in the structured negotiations within 20 Working Days of the Mediator being appointed, or any longer period the parties agree on, then any dispute or difference between them may be referred to the courts 9.4 courts The parties must continue to perform their respective obligations under this Agreement and under their respective Contracts pending the resolution of a dispute.

Dispute Resolution Process. 9.1 All The parties agree that disputes between any that arise regarding the interpretation or application of this agreement that are unresolved at Stage 1 of the grievance process will proceed as follows. (a) The parties arising agree to waive Stage 2 of the grievance process. (b) The union agrees to assign one (1) mem ber of the M.E.R.C. as a Dispute Resolution representative to deal with grievances under this agreement. The Employer shall also assign a management employee to deal with grievances under this agreement. (c) The grievor/union and the employer m ust set out all particulars related to the grievance in writing and provide to the identified Dispute Resolution representative within seven (7) calendar days of or relating the filing of the grievance. (d) The representatives agree to this Agreement meet with the affected parties within seven (7) calendar days of receipt of the written details of the grievance. (e) If the meeting fails to produce a resolution to the grievance, satisfactory to all involved parties, the complainant has seven (7) calendar days to request mediation-arbitration and advise the other party. (f) If the issue is referred to arbitration, the parties agree to prepare a Statement of Fact identifying the issue(s) in dispute within seven (7) calendar days. (g) A sole mediator-arbitrator will be referred, by any party involved in the dispute, to the representatives of the parties specified in the Detailed Collaboration Plan. 9.2 If assigned the dispute cannot be resolved from a list of three (3) mediator-arbitrators mutually agreed upon by the parties' representatives nominated under clause 9.1 within a maximum of 5 Working Days (or any other time agreed in writing by the parties) after it has been referred to them under clause 9.1, then except if a party seeks urgent injunctive relief, the . The parties will refer it to mediation under the process set out in clause 9.3 unless the Buyer considers exchange names of mediator-arbitrators and agree on a list of at least (acting reasonably and considering any objections to mediation raised by the other parties3) that the dispute is not suitable for resolution by mediation. 9.3 The process for mediation and consequential provisions for mediation are: 9.3.1 a neutral adviser or mediator will be chosen by agreement between the parties or, if they are unable to agree upon a Mediator within 10 Working Days mediator-arbitrators no later than thirty (30) days after a request by one party to the other parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, any party will within 10 Working Days from the date of this agreement. Selection will be based on a rotational basis dependent upon the proposal to appoint a Mediator or within 10 Working Days of notice to the parties that he is unable or unwilling to act, apply to the President availability of the Law Society m ediator- arbitrator to appoint a Mediator 9.3.2 hear the parties will issue within 10 Working Days twenty-one (21) days of notification and to respond within fourteen (14) days of the appointment of the Mediator meet to agree hearing. (h) The arbitrator will be a programme for the exchange of all relevant information “mediator/arbitrator” and the structure of the negotiations 9.3.3 unless otherwise agreed by must first engage the parties in writingmediation efforts before m aking a final and binding decision, all negotiations connected with if necessary. Any mediation must occur within the dispute and any settlement agreement relating to it will be conducted in confidence and without prejudice twenty- one (21) days following notification of the grievance to the rights of the parties in any future proceedings“mediator- arbitrator”. 9.3.4 if the parties reach agreement on the resolution of the dispute, the agreement will be put in writing and will be binding on the parties once it is signed by their authorised representatives 9.3.5 failing agreement, any of the parties may invite the Mediator to provide a non- binding but informative opinion in writing. (I) The opinion will be provided on a without prejudice basis and Mediator-Arbitrator will not be used in evidence in have the authority to add to, modify or delete any proceedings relating to part of this Agreement without the prior written consent of all the parties 9.3.6 if the parties fail to reach agreement in the structured negotiations within 20 Working Days of the Mediator being appointed, or any longer period the parties agree on, then any dispute or difference between them may be referred to the courts 9.4 The parties must continue to perform their respective obligations under this Agreement and under their respective Contracts pending the resolution of a disputeAgreement.

Dispute Resolution Process. 9.1 All disputes between any of the parties arising out of or relating to this Agreement will be referred, by any party involved in the dispute, to the representatives of the parties specified in the Detailed Collaboration Plan. 9.2 If the dispute cannot be resolved by the parties' representatives nominated under clause 9.1 within a maximum of 5 Working Days (or any other time agreed in writing by the parties) after it has been referred to them under clause 9.1, then except if a party seeks urgent injunctive relief, the parties will refer it to mediation under the process set out in clause 9.3 unless the Buyer considers (acting reasonably and considering any objections to mediation raised by the other parties) that the dispute is not suitable for resolution by mediation. 9.3 The process for mediation and consequential provisions for mediation are: 9.3.1 a neutral adviser or mediator will be chosen by agreement between the parties or, if they are unable to agree upon a Mediator within 10 Working Days after a request by one party to the other parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, any party will within 10 Working Days from the date of the proposal to appoint a Mediator or within 10 Working Days of notice to the parties that he is unable or unwilling to act, apply to the President of the Law Society to appoint a Mediator 9.3.2 the parties will within 10 Working Days of the appointment of the Mediator meet to agree a programme for the exchange of all relevant information and the structure of the negotiations 9.3.3 unless otherwise agreed by the parties in writing, all negotiations connected with the dispute and any settlement agreement relating to it will be conducted in confidence and without prejudice to the rights of the parties in any future proceedings 9.3.4 if the parties reach agreement on the resolution of the dispute, the agreement will be put in writing and will be binding on the parties once it is signed by their authorised representatives 9.3.5 failing agreement, any of the parties may invite the Mediator to provide a non- binding but informative opinion in writing. The opinion will be provided on a without prejudice basis and will not be used in evidence in any proceedings relating to this Agreement without the prior written consent of all the parties 9.3.6 if the parties fail to reach agreement in the structured negotiations within 20 Working Days of the Mediator being appointed, or any longer period the parties agree on, then any dispute or difference between them may be referred to the courts 9.4 The parties must continue to perform their respective obligations under this Agreement and under their respective Contracts pending the resolution of a dispute.

Dispute Resolution Process. 9.1 All disputes between any of the parties arising out of or relating to this Agreement will be referred, by any party involved in the dispute, to the representatives of the parties specified in the Detailed Collaboration Plan. 9.2 If the dispute cannot be resolved by the parties' representatives nominated under clause 9.1 within a maximum of 5 Working Days (or any other time agreed in writing by the parties) after it has been referred to them under clause 9.1, then except if a party seeks urgent injunctive relief, the parties will refer it to mediation under the process set out in clause 9.3 unless the Buyer considers (acting reasonably and considering any objections to mediation raised by the other parties) that the dispute is not suitable for resolution by mediation. 9.3 The process for mediation and consequential provisions for mediation are: 9.3.1 a neutral adviser or mediator will be chosen by agreement between the parties or, if they are unable to agree upon a Mediator within 10 Working Days after a request by one party to the other parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, any party will within 10 Working Days from the date of the proposal to appoint a Mediator or within 10 Working Days of notice to the parties that he is unable or unwilling to act, apply to the President of the Law Society to appoint a Mediator 9.3.2 the parties will within 10 Working Days of the appointment of the Mediator meet to agree a programme for the exchange of all relevant information and the structure of the negotiations 9.3.3 unless otherwise agreed by the parties in writing, all negotiations connected with the dispute and any settlement agreement relating to it will be conducted in confidence and without prejudice to the rights of the parties in any future proceedings 9.3.4 if the parties reach agreement on the resolution of the dispute, the agreement will be put in writing and will be binding on the parties once it is signed by their authorised representatives 9.3.5 failing agreement, any of the parties may invite the Mediator to provide a non- non binding but informative opinion in writing. The opinion will be provided on a without prejudice basis and will not be used in evidence in any proceedings relating to this Agreement without the prior written consent of all the parties 9.3.6 if the parties fail to reach agreement in the structured negotiations within 20 Working Days of the Mediator being appointed, or any longer period the parties agree on, then any dispute or difference between them may be referred to the courts 9.4 The parties must continue to perform their respective obligations under this Agreement and under their respective Contracts pending the resolution of a dispute.

Dispute Resolution Process. 9.1 All disputes between (a) The Parties agree to use good faith efforts to resolve any of the parties dispute, controversy or claim relating to or arising out of from or relating related to this Agreement including any provision of the Schedules or the TSSA Budget/Actuals (in each case, a “Dispute”), in accordance with the Dispute Resolution Process set forth in this Article 10. In the case of a Dispute in respect of a particular Service, TELUS and TI will first attempt in good faith to resolve such Dispute informally through their Service Coordinators, as set forth in Schedule A or Schedule 4.1. If the Service Coordinators are not able to resolve such Dispute within ten (10) Business Days or such other time period as may be referredset forth in Schedule A or Schedule 4.1, either Party may commence the formal Dispute Resolution Process under this Article 10. (b) Either Party may commence the Dispute Resolution Process by informing the Agreement Coordinator of the other Party in writing of the nature of the Dispute with all relevant information (a “Dispute Notice”). The Agreement Coordinators will meet within five (5) Business Days of the receipt of the Dispute Notice to review the information with the objective of resolving the Dispute. (c) If the Agreement Coordinators are unable to resolve the Dispute within ten (10) Business Days of the meeting referred to in Section 10.1(b) above, either TELUS or TI may refer the matter to the Agreement Executives by written notice to the Agreement Executives in accordance with Schedule 7.1. The Agreement Executives will meet as often as reasonably required and each Party will provide any information reasonably required by the Agreement Executives related to the Dispute, with the objective of resolving the Dispute. If the Agreement Executives are unable to resolve the Dispute within ten (10) Business Days of the referral of the Dispute, or within any other delay as may be agreed between the Parties, either Party may, by any party involved in the dispute, written notice to the representatives of other Party, refer the parties specified in Dispute to the Detailed Collaboration PlanTELUS CFO and the TI CEO for resolution. 9.2 (d) If the dispute cannot be resolved by TELUS CFO and the parties' representatives nominated under clause 9.1 TI CEO are unable to resolve the Dispute within a maximum of 5 Working ten (10) Business Days (or any other time agreed in writing by after the parties) after it Dispute has been referred to them under clause 9.1them, then except if a party seeks urgent injunctive reliefor within any other delay as may be agreed between the Parties, the parties will refer it shall, subject to mediation under the process Section 10.1(f) below, be resolved by binding arbitration as set out in clause 9.3 unless the Buyer considers (acting reasonably and considering any objections to mediation raised by the other parties) that the dispute is not suitable for resolution by mediationbelow. 9.3 (e) Any Dispute which cannot be settled in accordance with Sections 10.1(a) to 10.1(d) above, shall be exclusively settled in accordance with this Section 10.1(e) to the exclusion of the courts, subject to the exceptions contained at Section 10.1(f). The process for mediation Parties shall attempt within ten (10) days of the date of referral to arbitration to agree on a single arbitrator who shall be called to the British Columbia bar and consequential provisions for mediation are: 9.3.1 a neutral adviser or mediator will be chosen by agreement between familiar with commercial law and the parties or, if they IT industry. If the Parties are unable to agree upon a Mediator within 10 Working Days after a request by one party to the other parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to actan arbitrator, any party will within 10 Working Days from the date of the proposal to appoint a Mediator or within 10 Working Days of notice to the parties that he is unable or unwilling to act, then either Party may apply to the President of the Law Society to appoint a Mediator 9.3.2 the parties will within 10 Working Days of British Columbia International Commercial Arbitration Centre for the appointment of the Mediator meet to agree arbitrator, in accordance with its rules of procedure. The arbitrator shall proceed with the hearing within fifteen (15) days of his/her appointment and shall render a programme for decision within fifteen (15) days after the exchange completion of all relevant information the hearing. The Parties will apply the procedure rules determined by the arbitrator. The arbitration and the structure arbitral award shall be held confidential. The seat of arbitration shall be Vancouver, British Columbia and the negotiations 9.3.3 unless otherwise agreed by the parties in writing, all negotiations connected with the dispute and any settlement agreement relating to it will arbitration shall be conducted in confidence English. The award of the arbitrator shall be final and without prejudice binding. All the expenses related to the rights of arbitration shall be shared equally by the parties Parties, unless otherwise decided by the arbitrator. (f) Notwithstanding any provision contained in any future proceedings 9.3.4 if this Agreement to the parties reach agreement on the resolution of the disputecontrary, the agreement will be put Parties agree that the Dispute Resolution Process set forth in writing and will be binding on this Article 10 shall not apply in circumstances where: (i) the parties once it claimant is signed seeking a temporary restraining order or other immediate injunctive relief; (ii) a Third Party has brought a claim in court against one Party, who wishes to implead the other Party in such proceeding, except with the consent of such Third Party; or (iii) the dispute relates to Claims in respect of Intellectual Property, whether initiated by their authorised representatives 9.3.5 failing agreement, any of the parties may invite the Mediator to provide Third Parties or by a non- binding but informative opinion in writingParty. The opinion will be provided on a without prejudice basis and will Parties further agree that Section 10.1(e) shall not be used apply in evidence in any proceedings relating to circumstances where this Agreement without specifically references arbitration as not being applicable. (g) The Agreement Coordinators will record and save in a mutually determined location all documentation related to a Dispute (including the prior written consent final outcome of all the parties 9.3.6 if the parties fail to reach agreement in the structured negotiations same) within 20 Working five (5) Business Days of the Mediator being appointed, or any longer period the parties agree on, then any dispute or difference between them may be referred to the courts 9.4 The parties must continue to perform their respective obligations under this Agreement and under their respective Contracts pending the resolution of a disputeafter its final resolution.

Dispute Resolution Process. 9.1 Except for claims arising as a result of CJOC’s failure to operate the Store or the RFE or other business as consented to by the KTA and Heartland on CJOC Premises, or Heartland’s failure to operate a Restaurant or other business as consented to by the KTA and CJOC on Heartland Premises, CJOC and Heartland agree to attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement promptly by negotiations between representatives of the Parties who have authority to settle the controversy, and who do not have direct responsibility for administering the obligations of this Agreement. The disputing Party shall give the other Party and the KTA written notice of the dispute. Within twenty (20) days after receipt of such notice, the receiving Party shall submit to the other a written response with a copy provided to the KTA. The notice and response shall include (a) a statement of each Party's position and a summary of the evidence and arguments supporting its position, and (b) the name and title of the representative who will represent the Party. The representatives of the Parties and the KTA shall meet at a mutually acceptable time and place within thirty (30) days of the date of the disputing Party's notice and thereafter as often as they reasonably deem necessary to exchange relevant information and to attempt to resolve the dispute. If the matter has not been resolved within sixty (60) days of the disputing Party's notice, or if the Party receiving such notice will not meet within thirty (30) days, either Party shall initiate mediation of the controversy or claim in accordance with the Center for Public Resources Model Procedure for Mediation of Business Disputes. CJOC and Heartland hereby agree to participate in the mediation in good faith. If the matter has not been resolved pursuant to the aforementioned mediation procedure within ninety (90) days of the initiation of such procedure, then (i) the controversy shall be settled by arbitration in accordance with the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes, by three arbitrators, of whom each party shall appoint one and the third shall be appointed by the two chosen arbitrators. The arbitration shall be governed by the United States Arbitration Act 9 U.S.C. Section 1-16, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction over the controversy. The place of arbitration shall be Topeka, Kansas. The arbitrators are not empowered to award damages in excess of actual damages, or as provided in this Agreement; or (ii) either party may initiate litigation upon fifteen (15) days prior written notice to the other Party. All deadlines specified in this Paragraph 23 may be extended by mutual agreement. Except for disputes excluded from this dispute resolution process, the procedures specified in this Paragraph 23 shall be the sole and exclusive procedures for the resolution of disputes between any of the parties arising out of or relating to this Agreement Agreement; provided, however, that a Party may seek a preliminary injunction or other preliminary judicial relief if in its judgment such action is necessary to avoid irreparable damage. Despite such action, the Parties will be referred, by any party involved continue to participate in good faith in the disputeprocedures specified in this Paragraph 23. All applicable statutes of limitations shall be tolled while the procedures specified in this Paragraph 23 are pending. The Parties will take such action, if any, required to effectuate such tolling. If at the representatives conclusion of the parties procedures specified in this Paragraph 23, including, if necessary, any arbitration or litigation, it is determined that either CJOC or Heartland defaulted under the Detailed Collaboration Plan. 9.2 If the dispute cannot be resolved by the parties' representatives nominated under clause 9.1 within a maximum terms of 5 Working Days (or any other time agreed in writing by the parties) after it has been referred to them under clause 9.1, then except if a party seeks urgent injunctive reliefthis Agreement, the parties will refer it to mediation under the process set out in clause 9.3 unless the Buyer considers defaulting Party shall have thirty (acting reasonably and considering any objections to mediation raised by the other parties30) that the dispute is not suitable for resolution by mediation. 9.3 The process for mediation and consequential provisions for mediation are: 9.3.1 a neutral adviser or mediator will be chosen by agreement between the parties or, if they are unable to agree upon a Mediator within 10 Working Days after a request by one party to the other parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, any party will within 10 Working Days days from the date of the proposal to appoint a Mediator or within 10 Working Days of notice to the parties that he is unable or unwilling to act, apply to the President final determination of the Law Society default to appoint a Mediator 9.3.2 cure such default. If the parties will defaulting Party cures such default within 10 Working Days of the appointment of the Mediator meet to agree a programme for the exchange of all relevant information this thirty (30) day period, this Agreement shall continue and the structure non-defaulting Party shall not be entitled to exercise any of its remedies provided under this Agreement. If the negotiations 9.3.3 unless otherwise agreed by defaulting Party fails to cure the parties in writingdefault within such thirty (30) day period, all negotiations connected with the dispute and non-defaulting Party shall be entitled to exercise any settlement agreement relating remedy available to it will be conducted in confidence and without prejudice to the rights of the parties in any future proceedings 9.3.4 if the parties reach agreement on the resolution of the dispute, the agreement will be put in writing and will be binding on the parties once it is signed by their authorised representatives 9.3.5 failing agreement, any of the parties may invite the Mediator to provide a non- binding but informative opinion in writing. The opinion will be provided on a without prejudice basis and will not be used in evidence in any proceedings relating to this Agreement without the prior written consent of all the parties 9.3.6 if the parties fail to reach agreement in the structured negotiations within 20 Working Days of the Mediator being appointed, or any longer period the parties agree on, then any dispute or difference between them may be referred to the courts 9.4 The parties must continue to perform their respective obligations under this Agreement or at law or in equity. If any such default cannot with due diligence be cured within a period of thirty (30) days, and under their respective Contracts pending the resolution defaulting Party, prior to the expiration of a dispute.thirty

Dispute Resolution Process. 9.1 All The parties agree that disputes between any that arise regarding the interpretation or application of this agreement that are unresolved at Stage 1 of the grievance process will proceed as follows. (a) The parties arising agree to waive Stage 2 of the grievance process. (b) The union agrees to assign one (1) member of the M.E.R.C. as a Dispute Resolution representative to deal with grievances under this agreement. The Employer shall also assign a management employee to deal with grievances under this agreement. (c) The grievor/union and the employer must set out all particulars related to the grievance in writing and provide to the identified Dispute Resolution representative within seven (7) calendar days of or relating the filing of the grievance. (d) The representatives agree to this Agreement meet with the affected parties within seven (7) calendar days of receipt of the written details of the grievance. (e) If the meeting fails to produce a resolution to the grievance, satisfactory to all involved parties, the complainant has seven (7) calendar days to request mediation-arbitration and advise the other party. (f) If the issue is referred to arbitration, the parties agree to prepare a Statement of Fact identifying the issue(s) in dispute within seven (7) calendar days. (g) A sole mediator-arbitrator will be referred, by any party involved in the dispute, to the representatives of the parties specified in the Detailed Collaboration Plan. 9.2 If assigned the dispute cannot be resolved from a list of three (3) mediator-arbitrators mutually agreed upon by the parties' representatives nominated under clause 9.1 within a maximum of 5 Working Days (or any other time agreed in writing by the parties) after it has been referred to them under clause 9.1, then except if a party seeks urgent injunctive relief, the . The parties will refer it to mediation under the process set out in clause 9.3 unless the Buyer considers exchange names of mediator-arbitrators and agree on a list of at least (acting reasonably and considering any objections to mediation raised by the other parties3) that the dispute is not suitable for resolution by mediation. 9.3 The process for mediation and consequential provisions for mediation are: 9.3.1 a neutral adviser or mediator will be chosen by agreement between the parties or, if they are unable to agree upon a Mediator within 10 Working Days mediator-arbitrators no later than thirty (30) days after a request by one party to the other parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, any party will within 10 Working Days from the date of this agreement. Selection will be based on a rotational basis dependent upon the proposal to appoint a Mediator or within 10 Working Days of notice to the parties that he is unable or unwilling to act, apply to the President availability of the Law Society mediator- arbitrator to appoint a Mediator 9.3.2 hear the parties will issue within 10 Working Days twenty-one (21) days of notification and to respond within fourteen (14) days of the appointment of the Mediator meet to agree hearing. (h) The arbitrator will be a programme for the exchange of all relevant information “mediator/arbitrator” and the structure of the negotiations 9.3.3 unless otherwise agreed by must first engage the parties in writingmediation efforts before making a final and binding decision, all negotiations connected with if necessary. Any mediation must occur within the dispute and any settlement agreement relating to it will be conducted in confidence and without prejudice twenty- one (21) days following notification of the grievance to the rights of the parties in any future proceedings“mediator- arbitrator”. 9.3.4 if the parties reach agreement on the resolution of the dispute, the agreement will be put in writing and will be binding on the parties once it is signed by their authorised representatives 9.3.5 failing agreement, any of the parties may invite the Mediator to provide a non- binding but informative opinion in writing. (I) The opinion will be provided on a without prejudice basis and Mediator-Arbitrator will not be used in evidence in have the authority to add to, modify or delete any proceedings relating to part of this Agreement without the prior written consent of all the parties 9.3.6 if the parties fail to reach agreement in the structured negotiations within 20 Working Days of the Mediator being appointed, or any longer period the parties agree on, then any dispute or difference between them may be referred to the courts 9.4 The parties must continue to perform their respective obligations under this Agreement and under their respective Contracts pending the resolution of a disputeAgreement.

Dispute Resolution Process. 9.1 All disputes between any of the parties arising out of or relating to this Agreement will be referred, by any party involved in the dispute, to the representatives of the parties specified in the Detailed Collaboration Plan. 9.2 If the dispute cannot be resolved by the parties' representatives nominated under clause 9.1 within a maximum of 5 Working Days (or any other time agreed in writing by the parties) after it has been referred to them under clause 9.1, then except if a party seeks urgent injunctive relief, the parties will refer it to mediation under the process set out in clause 9.3 unless the Buyer considers (acting reasonably and considering any objections to mediation raised by the other parties) that the dispute is not suitable for resolution by mediation. 9.3 The process for mediation and consequential provisions for mediation are: 9.3.1 a neutral adviser or mediator will be chosen by agreement between the parties or, if they are unable to agree upon a Mediator within 10 Working Days after a request by one party to the other parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, any party will within 10 Working Days from the date of the proposal to appoint a Mediator or within 10 Working Days of notice to the parties that he is unable or unwilling to act, apply to the President of the Law Society to appoint a Mediator 9.3.2 the parties will within 10 Working Days of the appointment of the Mediator meet to agree a programme for the exchange of all relevant information and the structure of the negotiations 9.3.3 unless otherwise agreed by the parties in writing, all negotiations connected with the withthe dispute and any settlement agreement relating to it will be conducted in confidence and without prejudice to the rights of the parties in any future proceedings 9.3.4 if the parties reach agreement on the resolution of the dispute, the agreement will be put in writing and will be binding on the parties once it is signed by their authorised representatives 9.3.5 failing agreement, any of the parties may invite the Mediator to provide a non- binding but informative opinion in writing. The opinion will be provided on a without prejudice basis and will not be used in evidence in any proceedings relating to this Agreement without the prior written consent of all the parties 9.3.6 if the parties fail to reach agreement in the structured negotiations within 20 Working Days of the Mediator being appointed, or any longer period the parties agree on, then any dispute or difference between them may be referred to the courts 9.4 The parties must continue to perform their respective obligations under this Agreement and under their respective Contracts pending the resolution of a dispute.

Dispute Resolution Process. 9.1 All disputes between any of the parties arising out of or relating to this Agreement will be referred, by any party involved in the dispute, to the representatives of the parties specified in the Detailed Collaboration Plan. 9.2 If the dispute cannot be resolved by the parties' representatives nominated under clause 9.1 within a maximum of 5 Working Days (or any other time agreed in writing by the parties) after it has been referred to them under clause 9.1, then except if a party seeks urgent injunctive relief, the parties will refer it to mediation under the process set out in clause 9.3 unless the Buyer considers (acting reasonably and considering any objections to mediation raised by the other parties) that the dispute is not suitable for resolution by mediation. 9.3 The process for mediation and consequential provisions for mediation are: 9.3.1 a neutral adviser or mediator will be chosen by agreement between the parties or, if they are unable to agree upon a Mediator within 10 Working Days after a request by one party to the other parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, any party will within 10 Working Days from the date of the proposal to appoint a Mediator or within 10 Working Days of notice to the parties that he is unable or unwilling to act, apply to the President of the Law Society to appoint a Mediator 9.3.2 the parties will within 10 Working Days of the appointment of the Mediator meet to agree a programme for the exchange of all relevant information and the structure of the negotiations 9.3.3 unless otherwise agreed by the parties in writing, all negotiations connected with the dispute and any settlement agreement relating to it will be conducted in confidence and without prejudice to the rights of the parties in any future proceedings 9.3.4 if the parties reach agreement on the resolution of the dispute, the agreement will be put in writing and will be binding on the parties once it is signed by their authorised representatives 9.3.5 failing agreement, any of the parties may invite the Mediator to provide a non- binding nonbinding but informative opinion in writing. The opinion will be provided on a without prejudice basis and will not be used in evidence in any proceedings relating to this Agreement without the prior written consent of all the parties 9.3.6 if the parties fail to reach agreement in the structured negotiations within 20 Working Days of the Mediator being appointed, or any longer period the parties agree on, then any dispute or difference between them may be referred to the courts 9.4 The parties must continue to perform their respective obligations under this Agreement and under their respective Contracts pending the resolution of a dispute.

Dispute Resolution Process. 9.1 All disputes between any of the parties arising out of or relating to this Agreement will be referred, by any party involved in the dispute, to the representatives of the parties specified in the Detailed Collaboration Plan. 9.2 If the dispute cannot be resolved by the parties' representatives nominated under clause clause 9.1 within a maximum of 5 Working Days (or any other time agreed in writing by the parties) after it has been referred to them under clause 9.1, then except if a party seeks urgent injunctive relief, the parties will refer it to mediation under the process set out in clause 9.3 unless the Buyer considers (acting reasonably and considering any objections to mediation raised by the other parties) that the dispute is not suitable for resolution by mediation. 9.3 The process for mediation and consequential provisions for mediation are: 9.3.1 a neutral adviser or mediator will be chosen by agreement between the parties or, if they are unable to agree upon a Mediator within 10 Working Days after a request by one party to the other parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, any party will within 10 Working Days from the date of the proposal to appoint a Mediator or within 10 Working Days of notice to the parties that he is unable or unwilling to act, apply to the President Chairman of the Law Society to appoint a Mediator 9.3.2 the parties will within 10 Working Days of the appointment of the Mediator meet to agree a programme for the exchange of all relevant information and the structure of the negotiations 9.3.3 unless otherwise agreed by the parties in writing, all negotiations connected with the dispute and any settlement agreement relating to it will be conducted in confidence and without prejudice to the rights of the parties in any future proceedings 9.3.4 if the parties reach agreement on the resolution of the dispute, the agreement will be put in writing and will be binding on the parties once it is signed by their authorised representatives 9.3.5 failing agreement, any of the parties may invite the Mediator to provide a non- non-binding but informative opinion in writing. The opinion will be provided on a without prejudice basis and will not be used in evidence in any proceedings relating to this Agreement without the prior written consent of all the partiesparties DRAFT 9.3.6 if the parties fail to reach agreement in the structured negotiations within 20 Working Days of the Mediator being appointed, or any longer period the parties agree on, then any dispute or difference between them may be referred to the courts 9.4 The parties must continue to perform their respective obligations under this Agreement and under their respective Contracts pending the resolution of a dispute.

Dispute Resolution Process. ‌ 9.1 All disputes between any of the parties arising out of or relating to this Agreement will be referred, by any party involved in the dispute, to the representatives of the parties specified in the Detailed Collaboration Plan. 9.2 If the dispute cannot be resolved by the parties' representatives nominated under clause clause 9.1 within a maximum of 5 Working Days (or any other time agreed in writing by the parties) after it has been referred to them under clause 9.1, then except if a party seeks urgent injunctive relief, the parties will refer it to mediation under the process set out in clause 9.3 unless the Buyer considers (acting reasonably and considering any objections to mediation raised by the other parties) that the dispute is not suitable for resolution by mediation. 9.3 The process for mediation and consequential provisions for mediation are: 9.3.1 a neutral adviser or mediator will be chosen by agreement between the parties or, if they are unable to agree upon a Mediator within 10 Working Days after a request by one party to the other parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, any party will within 10 Working Days from the date of the proposal to appoint a Mediator or within 10 Working Days of notice to the parties that he is unable or unwilling to act, apply to the President of the Law Society to appoint a Mediator 9.3.2 the parties will within 10 Working Days of the appointment of the Mediator meet to agree a programme for the exchange of all relevant information and the structure of the negotiations 9.3.3 unless otherwise agreed by the parties in writing, all negotiations connected with the dispute and any settlement agreement relating to it will be conducted in confidence and without prejudice to the rights of the parties in any future proceedings 9.3.4 if the parties reach agreement on the resolution of the dispute, the agreement will be put in writing and will be binding on the parties once it is signed by their authorised representatives 9.3.5 failing agreement, any of the parties may invite the Mediator to provide a non- non binding but informative opinion in writing. The opinion will be provided on a without prejudice basis and will not be used in evidence in any proceedings relating to this Agreement without the prior written consent of all the parties 9.3.6 if the parties fail to reach agreement in the structured negotiations within 20 Working Days of the Mediator being appointed, or any longer period the parties agree on, then any dispute or difference between them may be referred to the courts 9.4 The parties must continue to perform their respective obligations under this Agreement and under their respective Contracts pending the resolution of a dispute.

Dispute Resolution Process. 9.1 All disputes between any of the parties arising out of or relating to this Agreement will be referred, by any party involved in the dispute, to the representatives of the parties specified in the Detailed Collaboration Plan. 9.2 If the dispute cannot be resolved by the parties' representatives nominated under clause clause 9.1 within a maximum of 5 Working Days (or any other time agreed in writing by the parties) after it has been referred to them under clause 9.1, then except if a party seeks urgent injunctive relief, the parties will refer it to mediation under the process set out in clause 9.3 unless the Buyer considers (acting reasonably and considering any objections to mediation raised by the other parties) that the dispute is not suitable for resolution by mediation. 9.3 The process for mediation and consequential provisions for mediation are: 9.3.1 a neutral adviser or mediator will be chosen by agreement between the parties or, if they are unable to agree upon a Mediator within 10 Working Days after a request by one party to the other parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, any party will within 10 Working Days from the date of the proposal to appoint a Mediator or within 10 Working Days of notice to the parties that he is unable or unwilling to act, apply to the President of the Law Society to appoint a Mediator 9.3.2 the parties will within 10 Working Days of the appointment of the Mediator meet to agree a programme for the exchange of all relevant information and the structure of the negotiations 9.3.3 unless otherwise agreed by the parties in writing, all negotiations connected with the dispute and any settlement agreement relating to it will be conducted in confidence and without prejudice to the rights of the parties in any future proceedings 9.3.4 if the parties reach agreement on the resolution of the dispute, the agreement will be put in writing and will be binding on the parties once it is signed by their authorised representatives 9.3.5 failing agreement, any of the parties may invite the Mediator to provide a non- non-binding but informative opinion in writing. The opinion will be provided on a without prejudice basis and will not be used in evidence in any proceedings relating to this Agreement without the prior written consent of all the parties 9.3.6 if the parties fail to reach agreement in the structured negotiations within 20 Working Days of the Mediator being appointed, or any longer period the parties agree on, then any dispute or difference between them may be referred to the courts 9.4 The parties must continue to perform their respective obligations under this Agreement and under their respective Contracts pending the resolution of a dispute.

Dispute Resolution Process. 9.1 All To the extent feasible and appropriate, the BID Team must ensure that a student remains in his or her school of origin while the disputes are being resolved to minimize disruptions and reduce the number of moves between any schools. If – when considering the permanency plan for the student – BID Team participants do not agree on an education placement, the student shall remain in the DOO until there is a resolution to the disagreement. The Dispute Resolution Process pertains only to conflicts relative to the student’s BID; transportation obligations remain intact while BID disputes are resolved. In the event that a BID dispute arises, it is expected that the POCs will hold a conference call / virtual conference (WebEx, Zoom, etc.) first and try to resolve the dispute. The CCYA POC will email the Regional Coordinator/POC to alert them of the parties arising potential dispute and provide them with an overview of the disagreement. If the POCs are unable to resolve the dispute: 1. The CCYA POC will reach out to the Regional ▇▇▇▇▇▇ Care Coordinator/POC and request either a conference call, virtual conference (WebEx, Zoom, etc.), or a face-to-face meeting with the DOO ▇▇▇▇▇▇ Care POC, DOR ▇▇▇▇▇▇ Care POC, CCYA case worker and POC, and the Regional staff, within ten (10) business days of or relating to this Agreement will be referred, by any party involved in the original BID meeting dispute. 2. In the event the POCs cannot resolve the dispute, to the representatives CCYA Director, and the Superintendents of the parties specified DOO and DOR, or their designees, shall meet via conference call, virtual conference (WebEx, Zoom, etc.), or in person, within then (10) business days of the Detailed Collaboration Plan. 9.2 date of the POC meeting dispute occurred. If the dispute cannot be resolved by the parties' representatives nominated under clause 9.1 within a maximum of 5 Working Days (or any other time agreed in writing by the parties) after it has been referred to them under clause 9.1, then except if a party seeks urgent injunctive reliefthrough this second step, the parties will refer it decision diverts back to mediation under the process set out in clause 9.3 unless placing child welfare agency, which according to the Buyer considers (acting reasonably and considering any objections to mediation raised by the other parties) that terms of this Plan, is CCYA. Until the dispute is not suitable for resolution by mediation. 9.3 The process for mediation and consequential provisions for mediation are: 9.3.1 a neutral adviser or mediator will be chosen by agreement between the parties or, if they are unable to agree upon a Mediator within 10 Working Days after a request by one party to the other parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, any party will within 10 Working Days from the date of the proposal to appoint a Mediator or within 10 Working Days of notice to the parties that he is unable or unwilling to act, apply to the President of the Law Society to appoint a Mediator 9.3.2 the parties will within 10 Working Days of the appointment of the Mediator meet to agree a programme for the exchange of all relevant information and the structure of the negotiations 9.3.3 unless otherwise agreed by the parties in writing, all negotiations connected with the dispute and any settlement agreement relating to it will be conducted in confidence and without prejudice to the rights of the parties in any future proceedings 9.3.4 if the parties reach agreement on the resolution of the disputeresolved, the agreement will be put student must remain in writing and will be binding on the parties once it is signed by their authorised representatives 9.3.5 failing agreement, any of the parties may invite the Mediator to provide a non- binding but informative opinion in writingDOO. The opinion Transportation will be provided on by the DOO unless other arrangements with the can be agreed upon. Participation in the transportation until a without prejudice basis and will dispute can be resolved should not be used in evidence in any proceedings relating to this Agreement without interpreted as an agreement by the prior written consent of all DOR. Any additional costs will be shared equally by the parties 9.3.6 if the parties fail to reach agreement in the structured negotiations within 20 Working Days of the Mediator being appointedDOR, or any longer period the parties agree onDOO, then any and CCYA until a dispute or difference between them may be referred to the courts 9.4 The parties must continue to perform their respective obligations under this Agreement and under their respective Contracts pending the resolution of a disputeis resolved.

Dispute Resolution Process. 9.1 All In the event of a dispute hereunder, each Party agrees to use the following “Dispute Resolution Process.” The Dispute Resolution Process comprises a process where each Party will initially appoint a representative who will attempt to resolve the dispute; generally speaking, such representative are not necessarily limited to employees of the respective Parties, and it is generally anticipated that each Party may elect to appoint subject matter experts (e.g., patent licensing experts) in order to resolve disputes between any them. (a) The aggrieved Party will provide written Notice to the other Party which (i) details the aggrieved Party’s issue, (ii) explains in detail why the aggrieved Party believes the other Party is acting unreasonably or otherwise out of conformance with the terms of this Agreement, (iii) identifies the resolution proposed by the aggrieved Party, (iv) formally requests initiation of the parties arising out of or relating to this Agreement Dispute Resolution Process, and (v) designates a representative who will be referred, by any party involved participate in the disputeDispute Resolution Process. (b) The other Party will, within two business days after receipt of the aggrieved Party’s written Notice, contact the aggrieved Party to (1) designate a representative who will meet with the aggrieved Party’s representative, and (2) arrange for a time within one week for the Party’s representatives to meet to discuss resolution of the aggrieved Party’s issue. (c) At and following such meeting, the two representatives shall attempt to reach mutual written agreement on resolution of the issue; such mutual written agreement shall be binding on the Parties. (d) If the Parties are unable to arrive at such a mutual written agreement within two weeks of the aggrieved Party’s written Notice, then the issue shall be escalated to the representatives of the parties specified in the Detailed Collaboration PlanParties’ respective CEOs, who shall meet telephonically. 9.2 (e) If the dispute issue still cannot be resolved by within two weeks of the parties' representatives nominated under clause 9.1 within a maximum of 5 Working Days (or any other time agreed in writing by the parties) after it has been referred to them under clause 9.1aggrieved Party’s written Notice, then except if a party seeks urgent injunctive relief, the parties will refer it Aggrieved Party may submit its dispute to mediation under the process set out in clause 9.3 unless the Buyer considers (acting reasonably and considering any objections to mediation raised by the other parties) that the dispute is not suitable for resolution by mediation. 9.3 The process for mediation and consequential provisions for mediation are: 9.3.1 a neutral adviser or mediator will be chosen by agreement between the parties or, if they are unable to agree upon a Mediator within 10 Working Days after a request by one party binding arbitration according to the other parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, any party will within 10 Working Days from the date rules of the proposal AAA, with such arbitration to appoint be before a Mediator or within 10 Working Days panel of notice to three arbitrators and held in the parties that he is unable or unwilling to actCounty of Santa Clara, apply to the President California. The arbitration remedy shall not be invocable by any third party, including without limitation any licensee of the Law Society to appoint a Mediator 9.3.2 the parties will within 10 Working Days of the appointment of the Mediator meet to agree a programme for the exchange of all relevant information and the structure of the negotiations 9.3.3 unless otherwise agreed by the parties in writing, all negotiations connected with the dispute and any settlement agreement relating to it will be conducted in confidence and without prejudice to the rights of the parties in any future proceedings 9.3.4 if the parties reach agreement on the resolution of the dispute, the agreement will be put in writing and will be binding on the parties once it is signed by their authorised representatives 9.3.5 failing agreement, any of the parties may invite the Mediator to provide a non- binding but informative opinion in writing. The opinion will be provided on a without prejudice basis and will not be used in evidence in any proceedings relating to this Agreement without the prior written consent of all the parties 9.3.6 if the parties fail to reach agreement in the structured negotiations within 20 Working Days of the Mediator being appointed, or any longer period the parties agree on, then any dispute or difference between them may be referred to the courts 9.4 The parties must continue to perform their respective obligations under this Agreement and under their respective Contracts pending the resolution of a disputePatents (other than GTX).

Dispute Resolution Process. 9.1 All disputes If during the Term, any dispute, disagreement, controversy, claim or allegations arise between the Parties concerning the interpretation of this Contract or Attachment here, including the SOW (“Dispute”), the Parties will use reasonable commercial efforts to settle such Dispute internally and will consult and negotiate with each other in good faith in an effort to reach a fair and equitable solution satisfactory to the Parties. If a Dispute arises the Parties will endeavour to resolve any of the parties dispute arising out of or relating to this Agreement will be referred, by any party involved in the dispute, to the representatives of the parties specified in the Detailed Collaboration Plan. 9.2 If the dispute cannot be resolved by the parties' representatives nominated under clause 9.1 Contract within a maximum of 5 Working Days thirty (30) days (or any such other period of time as mutually agreed in writing by between the parties) after it has been referred to them under clause 9.1acting in good faith, then except if a party seeks urgent injunctive relief, the parties will refer it to mediation under the process set out in clause 9.3 unless the Buyer considers (acting reasonably and considering any objections to mediation raised by the other parties) that the dispute is not suitable for resolution by mediation. 9.3 The process for mediation and consequential provisions for mediation areprogressive escalation through their respective management chains as follows: 9.3.1 (a) The applicable MDA and IMRIS contract managers will attempt to resolve any Dispute informally by meeting as often, for a neutral adviser or mediator will be chosen by agreement between duration and as promptly as such representatives may reasonably deem necessary to discuss the parties or, if they Dispute and negotiate in good faith in an attempt to resolve the Dispute; (b) If such representatives are unable to agree upon resolve the Dispute, then senior executive management of each Party shall meet within five (5) Business Days of written notice from a Mediator contract manager of either party and thereafter as often as they reasonably deem necessary, to attempt in good faith to resolve the Dispute; IMRIS_MDA_Development and Supply of the neuorArm 2 Manipulator Systems and Associated Devices - REDACTED (c) If such senior executive are unable to resolve the Dispute, then the CEO of each Party will meet within 10 Working five (5) Business Days after a request by one party of written notice from senior executive of either Party and thereafter as often as they reasonable deem necessary, to attempt in good faith to resolve the Dispute; and (d) If the CEOs are unable to resolve the Dispute, then either Party may proceed to litigation in accordance with Article 23.0 hereto; provided, however, that MDA shall continue to provide all undisputed Services and/or Deliverables and Deliverables to IMRIS in accordance with each SOW during this Dispute resolution process as set forth in this Article 24.0, provided that MDA continues to be paid for the undisputed Services and/or Deliverables and the Deliveries, subject to Article 5 herein. This Article does not preclude earlier recourse to the courts for interim or interlocutory injunctive or other parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, any party will within 10 Working Days from the date of the proposal to appoint a Mediator or within 10 Working Days of notice to the parties that he is unable or unwilling to act, apply to the President of the Law Society to appoint a Mediator 9.3.2 the parties will within 10 Working Days of the appointment of the Mediator meet to agree a programme for the exchange of all relevant information and the structure of the negotiations 9.3.3 unless otherwise agreed by the parties in writing, all negotiations connected with the dispute and any settlement agreement relating to it will be conducted in confidence and without prejudice to the rights of the parties in any future proceedings 9.3.4 if the parties reach agreement on the resolution of the dispute, the agreement will be put in writing and will be binding on the parties once it is signed by their authorised representatives 9.3.5 failing agreement, any of the parties may invite the Mediator to provide a non- binding but informative opinion in writing. The opinion will be provided on a without prejudice basis and will not be used in evidence in any proceedings relating to this Agreement without the prior written consent of all the parties 9.3.6 if the parties fail to reach agreement in the structured negotiations within 20 Working Days of the Mediator being appointed, or any longer period the parties agree on, then any dispute or difference between them may be referred to the courts 9.4 The parties must continue to perform their respective obligations under this Agreement and under their respective Contracts pending the resolution of a disputeinterim relief.

Dispute Resolution Process. 9.1 All disputes between any of the parties arising out of or relating to this Agreement will be referred, by any party involved in the dispute, to the representatives of the parties specified in the Detailed Collaboration Plan. 9.2 If the dispute cannot be resolved by the parties' representatives nominated under clause clause 9.1 within a maximum of 5 Working Days (or any other time agreed in writing by the parties) after it has been referred to them under clause 9.1, then except if a party seeks urgent injunctive relief, the parties will refer it to mediation under the process set out in clause 9.3 unless the Buyer considers (acting reasonably and considering any objections to mediation raised by the other parties) that the dispute is not suitable for resolution by mediation. 9.3 The process for mediation and consequential provisions for mediation are: 9.3.1 a neutral adviser or mediator will be chosen by agreement between the parties or, if they are unable to agree upon a Mediator within 10 Working Days after a request by one party to the other parties to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, any party will within 10 Working Days from the date of the proposal to appoint a Mediator or within 10 Working Days of notice to the parties that he is unable or unwilling to act, apply to the President of the Law Society to appoint a Mediator 9.3.2 the parties will within 10 Working Days of the appointment of the Mediator meet to agree a programme for the exchange of all relevant information and the structure of the negotiations 9.3.3 unless otherwise agreed by the parties in writing, all negotiations connected with the dispute and any settlement agreement relating to it will be conducted in confidence and without prejudice to the rights of the parties in any future proceedings 9.3.4 if the parties reach agreement on the resolution of the dispute, the agreement will be put in writing and will be binding on the parties once it is signed by their authorised representatives 9.3.5 failing agreement, any of the parties may invite the Mediator to provide a non- binding but informative opinion in writing. The opinion will be provided on a without prejudice basis and will not be used in evidence in any proceedings relating to this Agreement without the prior written consent of all the parties 9.3.6 if the parties fail to reach agreement in the structured negotiations within 20 Working Days of the Mediator being appointed, or any longer period the parties agree on, then any dispute or difference between them may be referred to the courts 9.4 The parties must continue to perform their respective obligations under this Agreement and under their respective Contracts pending the resolution of a dispute.