Common use of Dispute Resolution Clause in Contracts

Dispute Resolution. 14.01 If a dispute occurs between the Parties concerning any matter governed by this Agreement, the disputing Party shall promptly advise the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 If the Parties are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Ministry Representative, which particulars shall include the following: (a) a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 35.1. The Parties shall attempt in good faith to negotiate a settlement of any dispute between them arising out of or in connection with this Framework Agreement within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the Authority Representative and the Supplier Representative. 35.2. Nothing in this Dispute Resolution Procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. 35.3. The obligations of the Parties under this Framework Agreement shall not be suspended, cease or be delayed by the reference of a dispute to mediation or arbitration pursuant to this Clause 35 and the Supplier and Staff shall comply fully with the requirements of this Framework Agreement at all times. 35.4. If the dispute cannot be resolved by the Parties pursuant to Clause 35.1, the Parties shall refer it to mediation pursuant to the procedure set out in Clause 35.5 unless the Authority considers that the dispute is not suitable for resolution by mediation. 35.5. If a dispute occurs is referred to mediation the Parties shall comply with the following provisions: 35.5.1. a mediator shall be chosen by agreement between the Parties concerning any matter governed by this Agreementor, the disputing Party shall promptly advise the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 If the Parties if they are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, agree upon a mediator within ten (10) Work DaysWorking Days after a request by one Party to the other or if the mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) Working Days from the date of the complaint proposal to appoint a mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to CEDR to appoint a mediator; 35.5.2. the Parties shall within ten (10) Working Days of the appointment of the mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from the CEDR to provide guidance on a suitable procedure; 35.5.3. unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the Ministry Representative, which particulars shall include the following: (a) a detailed description rights of the nature Parties in any future proceedings; 35.5.4. if the Parties reach agreement on the resolution of the complaintdispute, the agreement shall be reduced to writing and shall be binding on the Parties with effect from its signature by their duly authorised representatives; (b) a list 35.5.5. failing agreement, either of the relevant provisions Parties may invite the mediator to provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to this Framework Agreement without the prior written consent of the Contract Documentsboth Parties; and 35.5.6. if the Parties fail to reach agreement in the structured negotiations within sixty (c60) an evaluation Working Days of the mediator being appointed, or such longer period as may be agreed by the Contractor of the matters in disputeParties, then any dispute or difference between them may be referred to arbitration pursuant to Clause 35.6. 14.03 The Province shall, within twenty (20) Work Days of receipt 35.6. If a dispute cannot be resolved by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, Parties pursuant to Clause 35.5 the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed refer it to arbitration pursuant to the Commercial Arbitration Actprocedure set out in Clause 35.7 unless the Authority considers that it is not suitable for resolution by arbitration. 14.06 35.7. If the matter in a dispute is not resolved promptly pursuant referred to Section 14.01arbitration the Parties shall comply with the following provisions: 35.7.1. the arbitration shall be governed by the provisions of the Arbitration ▇▇▇ ▇▇▇▇ and the LCIA procedural rules shall be applied and are deemed to be incorporated into this Framework Agreement (save that in the event of any conflict between those rules and this Framework Agreement, this Framework Agreement shall prevail); 35.7.2. the decision of the arbitrator shall be binding on the Parties (in the absence of any material failure by the arbitrator to comply with the LCIA procedural rules); 35.7.3. the tribunal shall consist of a sole arbitrator to be agreed by the Parties and in the event that the Parties fail to agree the appointment of the arbitrator within ten (10) Working Days or, if the person appointed is unable or unwilling to act, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor arbitrator shall act immediately to carry out the Work pursuant to the instructions, but any Work performed be appointed by the Contractor LCIA; and 35.7.4. the arbitration proceedings shall take place in this respect shall be without prejudice to any claim the Contractor may have concerning the disputeLondon. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 37.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Framework Agreement within twenty (20) Working Days of either Party notifying the other of the dispute. 37.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. 37.3 If the dispute cannot be resolved by the Parties pursuant to Clause 37.1 the Parties shall refer it to mediation pursuant to the procedure set out in Clause 37.5 unless:- 37.3.1 the Authority considers that the dispute is not suitable for resolution by mediation; or 37.3.2 the Provider does not agree to mediation. 37.4 The obligations of the Parties under the Framework Agreement shall not be suspended, cease or be delayed by the reference of a dispute occurs to mediation and the Provider and its employees, personnel and associates shall comply fully with the requirements of the Framework Agreement at all times. 37.5 The procedure for mediation and consequential provisions relating to mediation are as follows:- 37.5.1 a neutral adviser or mediator ("the Mediator") shall be chosen by agreement between the Parties concerning any matter governed by this Agreementor, the disputing Party shall promptly advise the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 If the Parties if they are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, agree upon a Mediator within ten (10) Work DaysWorking Days after a request by one Party to the other to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) Working Days from the date of the complaint proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to the Ministry Representative, which particulars Centre for Effective Dispute Resolution to appoint a Mediator; 37.5.2 the Parties shall include the following: within ten (a10) a detailed description Working Days of the nature appointment of the complaintMediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from the Centre for Effective Dispute Resolution (CEDR) to provide guidance on a suitable procedure; (b) a list 37.5.3 unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the relevant provisions Parties in any future proceedings; 37.5.4 if the Parties reach agreement on the resolution of the Contract Documentsdispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives; 37.5.5 failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to this Framework Agreement without the prior written consent of both Parties; and 37.5.6 if the Parties fail to reach agreement in the structured negotiations within sixty (c60) an evaluation Working Days of the Mediator being appointed, or such longer period as may be agreed by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediatorParties, then the Parties may, if they both agree, proceed to arbitration pursuant any dispute or difference between them may be referred to the Commercial Arbitration Actcourts. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 20.1 The Parties shall attempt in good faith to resolve any dispute between them arising out of the Contract within 10 Working Days of either Party notifying the other of the dispute and such efforts shall include the escalation of the dispute to the Supplier’s EMEA Region Contracts Manager and the Authority’s commercial director. 20.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. 20.3 If the dispute cannot be resolved by the Parties pursuant to Clause 20.1 the Parties shall refer it to mediation pursuant to the procedure set out in Clauses 20.5 to 20.10. 20.4 The obligations of the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute occurs to mediation and the Supplier and Staff shall comply fully with the requirements of the Contract at all times. 20.5 A neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the Parties concerning any matter governed or, if they are unable to agree a Mediator within 10 Working Days after a request by this Agreementone Party or if the chosen Mediator is unable to act, the disputing either Party shall promptly advise within 10 Working Days from the other date of the proposal to appoint a Mediator or within 10 Working Days of notice to either Party that he is unable or unwilling to act, apply to the Centre for Effective Dispute Resolution to appoint a Mediator. 20.6 The Parties shall, within 10 Working Days of the appointment of the Mediator, meet the Mediator to agree a programme for the disclosure of information and the structure to be adopted for negotiations. The Parties together shall use may at any stage seek assistance from the Centre for Effective Dispute Resolution to provide guidance on a suitable procedure. 20.7 Unless otherwise agreed, all reasonable efforts to resolve negotiations connected with the dispute informallyand any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings. 14.02 20.8 If the Parties are unable to resolve reach agreement on the dispute informally, within five (5) Work Daysresolution of the dispute, the Contractor agreement shall then give Noticebe recorded in writing and shall be binding on the Parties once it is signed by their duly authorised representatives. 20.9 Failing agreement, within ten (10) Work Days, either of the complaint Parties may invite the Mediator to provide a non-binding but informative written opinion. Such opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Ministry Representative, which particulars shall include Contract without the following: (a) a detailed description prior written consent of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in disputeboth Parties. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 If 45.2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute occurs between the Parties concerning any matter governed by this Agreement, the disputing Party shall promptly advise the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 If the Parties are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, them arising out of the complaint to the Ministry Representative, which particulars shall include the following: (a) a detailed description of the nature of the complaint; (b) a list of the relevant provisions of or in connection with the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Working Days of receipt either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the level of representative of each Party specified in paragraph 10.1 of the Order Form. 45.2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. 45.2.3 If the dispute cannot be resolved by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following:Parties pursuant to clause (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, 45.2.1 the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed refer it to mediation with a mutually agreed upon third party. If pursuant to the procedure set out in clause 45.2.5 unless: 45.2.3.1 the Customer considers that the dispute is not resolved suitable for resolution by mediation; or 45.2.3.2 the Supplier does not agree to mediation. 45.2.4 The obligations of the Parties under the Contract shall not be suspended, cease or be delayed by the reference of a dispute to mediation and the Supplier and the Staff shall comply fully with the requirements of the Contract at all times. 45.2.5 The procedure for mediation is as follows: 45.2.5.1 a neutral adviser or mediator ("the Mediator") shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within fifteen (15) Work 10 Working Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within 10 Working Days from the date of the proposal to appoint a Mediator or within 10 Working Days of notice to either Party that he is unable or unwilling to act, apply to the mediation provider specified in paragraph 10 of the Order Form to appoint a Mediator; 45.2.5.2 the Parties shall within 10 Working Days of the appointment of the mediatorMediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, then the Parties may, if they both agree, proceed to arbitration pursuant to may at any stage seek assistance from the Commercial Arbitration Act. 14.06 If mediation provider specified in paragraph 11 of the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary Order Form to provide for guidance on a suitable procedure; 45.2.5.3 unless otherwise agreed, all negotiations connected with the proper performance of the Work dispute and any settlement agreement relating to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect it shall be conducted in confidence and without prejudice to the rights of the Parties in any claim future proceedings; 45.2.5.4 if the Contractor may have concerning Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives; 45.2.5.5 failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Contract without the prior written consent of both Parties; and 45.2.5.6 if the Parties fail to reach agreement in the structured negotiations within sixty (60) Working Days of the Mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the courts. [ ] ("the Customer") and [ ] ("the Supplier") 1. The Order is varied as follows and shall take effect on the date signed by both Parties: [Guidance: Insert details of the Variation] 2. Words and expressions in this Variation shall have the meanings given to them in the Contract. 14.08 Nothing 3. The Contract, including any previous Variations, shall remain effective and unaltered except as amended by this Variation. Date Name in Capitals Address Date Name in Capitals Address In this Article precludes either Party from having a dispute resolved schedule the following provisions shall have the meanings given to them below: "Breach of Security" in accordance with the security requirements in paragraph 2.5 of the Order Form and the Security Policy, the occurrence of: (a) any unauthorised access to or use of the Services, the Premises, the Sites, the Supplier System and/or any ICT, information or data (including the Confidential Information and the Customer Data) used by a court the Customer and/or the Supplier in connection with this Contract; and/or (b) the loss and/or unauthorised disclosure of competent jurisdictionany information or data (including the Confidential Information and the Customer Data), although no steps shall be taken including any copies of such information or data, used by either Party to initiate legal proceedings until after the process described Customer and/or the Supplier in Sections 14.01 through 14.03 has been completed.connection with this Contract;

Dispute Resolution. 14.01 If (a) With respect to matters relating to the Services or under this Agreement requiring dispute resolution (each, a dispute occurs between the Parties concerning any matter governed by this Agreement“Dispute”), the disputing Party party shall promptly advise notify the other Party and party hereto of such Dispute in writing and, upon the Parties together non-disputing party’s receipt of such written notice, the parties’ respective Service Managers shall use all reasonable efforts attempt to resolve the dispute informally. 14.02 If the Parties such Dispute in good faith within 30 days of such receipt, and if such Service Managers are unable to resolve the dispute informallysuch Dispute in such 30-day period, within five (5) Work Days, the Contractor then such Service Managers shall then give Notice, within ten (10) Work Days, of the complaint escalate such Dispute to the Ministry Representative, which particulars shall include the following: (a) a detailed description of the nature of the complaint;each party’s Chief Financial Officer for resolution. (b) If the parties’ Chief Financial Officers are unable to resolve such Dispute within 30 days following such receipt of such notice, then either party hereto shall initiate a list non-binding mediation by providing written notice (“Mediation Notice”) to the other party hereto within five Business Days following the expiration of the relevant provisions of the Contract Documents; andsuch 30-day period. (c) an evaluation by Upon receipt of a Mediation Notice, the Contractor applicable Dispute shall be submitted within five Business Days following such receipt of such Mediation Notice for non-binding mediation conducted in accordance with the Commercial Mediation Rules of the matters American Arbitration Association (“Arbitration Association”), and the parties hereto agree to bear equally the costs of such mediation (including any fees or expenses of the applicable mediator); provided, however, that each party hereto shall bear its own costs in disputeconnection with participating in such mediation. The parties hereto agree to participate in good faith in such mediation for a period of 45 days or such longer period as the parties hereto may mutually agree following receipt of such Mediation Notice (the “Mediation Period”). 14.03 The Province shall, within twenty (20d) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the ContractorIn connection with such mediation, the Parties parties hereto shall enter into an Amending Document to reflect cooperate with the Agreement. 14.05 If Arbitration Association and with one another in selecting a neutral mediator with relevant industry experience and in scheduling the Province rejects mediation proceedings during the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third partyapplicable Mediation Period. If the dispute is not resolved parties hereto are unable to agree on a neutral mediator within fifteen (15) Work five Business Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly submitting a Dispute for mediation pursuant to Section 14.019.07(c), application shall be made by the Ministry Representative may give parties to the Contractor instructions that in his or her opinion are necessary to provide Arbitration Association for the proper performance Arbitration Association to select and appoint a neutral mediator on the parties’ behalf in accordance with the Commercial Mediation Rules of the Work and to prevent delaysArbitration Association. 14.07 (e) The parties hereto further agree that all information, whether oral or written, provided in the course of any such mediation by either party hereto, their agents, employees, experts and attorneys, and by the applicable mediator and any employees of the mediation service, is confidential, privileged, and inadmissible for any purpose, including impeachment, in any Action involving the parties hereto; provided that any such information that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in such mediation. (f) If the Contractor receives instructions pursuant to Section 14.06parties hereto cannot resolve the Dispute for any reason, on and following the Contractor shall act immediately to carry out expiration of the Work pursuant to the instructionsMediation Period, but any Work performed by the Contractor either party may commence litigation in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdictionjurisdiction pursuant to the provisions of Section 9.08. Nothing contained in this Agreement shall deny either party hereto the right to seek injunctive or other equitable relief from a court of competent jurisdiction in the context of a bona fide emergency or prospective irreparable harm, although no steps shall and such an Action may be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completedfiled and maintained notwithstanding any ongoing efforts under this Section 9.07.

Dispute Resolution. 14.01 If I2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute occurs between them arising out of or in connection with the Contract within 20 Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the finance director (or equivalent) of each Party. I2.2 Nothing in this dispute resolution procedure shall prevent the Parties concerning from seeking from any matter governed by this Agreement, the disputing Party shall promptly advise court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I2.3 If the dispute cannot be resolved by the Parties pursuant to clause I2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I2.5 unless (a) the Client considers that the dispute is not suitable for resolution by mediation; or (b) the Contractor does not agree to mediation. I2.4 The obligations of the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and the Parties together Contractor and the Staff shall use comply fully with the requirements of the Contract at all reasonable efforts to resolve the dispute informallytimes. 14.02 If the Parties I2.5 The procedure for mediation and consequential provisions relating to mediation are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Ministry Representative, which particulars shall include the followingas follows: (a) a detailed description neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within 10 Working Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within 10 Working Days from the date of the nature proposal to appoint a Mediator or within 10 Working Days of notice to either Party that he is unable or unwilling to act, apply to [the Centre for Effective Dispute Resolution or other mediation provider] to appoint a Mediator. (b) The Parties shall within 10 Working Days of the complaintappointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from [the Centre for Effective Dispute Resolution or other mediation provider] to provide guidance on a suitable procedure. (c) Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings. (d) If the Parties reach agreement on the resolution of the dispute, the agreement shall be recorded in writing and shall be binding on the Parties once it is signed by their duly authorised representatives. (e) Failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative written opinion. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Contract without the prior written consent of both Parties. (f) If the Parties fail to reach agreement in the structured negotiations within 60 Working Days of the Mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the Courts [unless the dispute is referred to arbitration pursuant to the procedures set out in clause I2.6. I2.6 Subject to clause I2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I2.1 and I2.3 have been completed save that: (a) the Client may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I2.7. (b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Client of its intentions and the Client shall have 21 days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I2.7. (c) the Contractor may request by notice in writing to the Client that any dispute be referred and resolved by arbitration in accordance with clause I2.7, to which the Client may consent as it sees fit. I2.7 In the event that any arbitration proceedings are commenced pursuant to clause I2.6: (a) the arbitration shall be governed by the provisions of the Arbitration Act 1996; (b) the Client shall give a list written notice of arbitration to the relevant provisions of Contractor (the Contract Documents“Arbitration Notice”) stating: (i) that the dispute is referred to arbitration; and (ii) providing details of the issues to be resolved; (c) an evaluation by the Contractor London Court of International Arbitration (“LCIA”) procedural rules in force at the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) date that the Province accepts the position of the Contractor; or dispute was referred to arbitration in accordance with I2.7 (b) that shall be applied and are deemed to be incorporated by reference to the Province rejects Contract and the position decision of the Contractor. 14.04 If the Province accepts the position of the Contractor, arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; (d) the tribunal shall enter into an Amending Document consist of a sole arbitrator to reflect be agreed by the Agreement.Parties; 14.05 If the Province rejects the position of the Contractor, (e) if the Parties shall proceed fail to mediation with a mutually agreed upon third party. If agree the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then arbitrator within 10 days of the Parties may, Arbitration Notice being issued by the Client under clause I2.7 (b) or if they both agree, proceed the person appointed is unable or unwilling to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01act, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor arbitrator shall act immediately to carry out the Work pursuant to the instructions, but any Work performed be appointed by the Contractor LCIA; (f) the arbitration proceedings shall take place in this respect London and in the English language; and (g) the arbitration proceedings shall be without prejudice to any claim the Contractor may have concerning the disputegoverned by, and interpreted in accordance with, English law]]. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 38.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Framework Agreement. 38.2 If the dispute cannot be resolved by the Parties pursuant to Clause 38.1, the dispute may, by agreement between the Parties, be referred to mediation pursuant to Clause 38.4. 38.3 The performance of the Services shall not cease or be delayed by the reference of a dispute occurs to mediation pursuant to Clause 38.2. 38.4 The procedure for mediation and consequential provisions relating to mediation are as follows: a) A neutral advisor or mediator (“the Mediator”) shall be chosen by agreement between the Parties concerning any matter governed or, if they are unable to agree upon the identity of the Mediator within fourteen (14) days after the request by this Agreementone Party to the other (provided that there remains agreement for mediation), or if the Mediator agreed upon is unable or unwilling to act, either Party shall within fourteen (14) days from the date of the proposal to appoint a Mediator or within fourteen (14) days of notice to either Party that he is unable or unwilling to act, apply to the Centre for Dispute Resolution (CEDR) to appoint a Mediator. b) The Parties shall within fourteen (14) days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the disputing Party Parties may at any stage seek assistance from the CEDR to provide guidance on a suitable procedure. c) Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall promptly advise be conducted in confidence and without prejudice to the other Party and rights of the Parties together shall use all reasonable efforts to resolve the dispute informallyin any future proceedings. 14.02 d) If the Parties are unable to resolve reach agreement on the dispute informally, within five (5) Work Daysresolution of the dispute, the Contractor agreement shall then give Noticebe reduced to writing and shall be binding on the Parties once it is signed by both the Authority’s and the Contractor’s Representatives. e) Failing agreement, within ten (10) Work Days, either of the complaint Parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Ministry Representative, which particulars shall include Framework Agreement without the following:prior written consent of both Parties. f) If the Parties fail to reach agreement in the structured negotiations within sixty (a60) a detailed description days of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation Mediator being appointed, or such longer period as may be agreed by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediatorParties, then the Parties may, if they both agree, proceed to arbitration pursuant any dispute or difference between them may be referred to the Commercial Arbitration Actcourts. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 If a dispute occurs between 25.1. The Parties recognize and agree that the Parties concerning any matter governed by Commission has continuing jurisdiction to implement and enforce all terms and conditions of this Agreement, except those services in Part I (non-251 services). Accordingly, the disputing Parties agree that any dispute arising out of or relating to this Agreement that the Parties cannot resolve, other than Part I (non-251 services), may be submitted to the Commission for resolution, in the manner provided for herein. The dispute resolution provisions of this Section shall not preclude the Parties from seeking relief available in any other forum. 25.2. A Party may not submit a dispute to the Commission for resolution unless at least sixty (60) Days have elapsed after the Party asserting the dispute has given written notice of such dispute to the other Party. Such notice must explain in reasonable detail the specific circumstances and grounds for each disputed item, which shall promptly advise include the specific information required in Section 7.3 for billing disputes. If a Party gives notice of a billing dispute more than thirty (30) Days after the billing date and has not paid the disputed amounts by the payment due date, then the notice of such dispute shall be deemed to have been given thirty (30) Days after the billing date for purposes of calculating the time period before such dispute may be submitted to the Commission. 25.3. The Parties shall meet or confer as often as they reasonably deem necessary in order to discuss the dispute and negotiate in good faith in an effort to resolve such dispute. The specific format for such discussions will be left to the discretion of the Parties, provided, however, that all reasonable requests for relevant, non- privileged, information made by one Party to the other Party shall be honored, and provided that the following terms and conditions shall apply: 25.3.1. If Embarq provides written notice to the CLEC that a billing dispute has been denied, stating the grounds for such determination, then the CLEC shall have ten (10) Days in which to either pay the disputed amounts or to send written notice to the National Dispute Center advising that the CLEC disagrees with the determination by Embarq, and such notice may be accompanied by any additional, relevant materials submitted by CLEC. Failure by the CLEC to make a timely response to a notice of denial by Embarq shall result in lifting the suspension of the payment due date for such disputed invoice, and the Parties together shall use all reasonable efforts to resolve the dispute informallypossible assessment of late charges and suspension or termination of service for non-payment of billed amount in accordance with Section 7.2. 14.02 25.3.2. Failure by the CLEC to make a timely response to a notice of denial by Embarq shall also preclude the CLEC from thereafter requesting an escalation of the same dispute under Section 25.4, although the CLEC may file a petition in compliance with Section 25.5. 25.4. If the Parties are unable to resolve the dispute informallyin the normal course of business within thirty (30) Days after delivery of notice of the Dispute, within five (5) Work Daysthen upon the request of either Party, the Contractor dispute shall then give Noticebe escalated to other representatives of each Party that have authority to settle the dispute, within ten and such escalation may be repeated every thirty (1030) Work Days, Days during which negotiations continue. Referral of the complaint a dispute by a Party to the Ministry Representative, which particulars its legal counsel shall include the following: (a) a detailed description be considered an escalation for purposes of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in disputethis paragraph. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party25.5. If the Parties are unable to resolve the dispute is not resolved within fifteen sixty (1560) Work Days of appointment after delivery of the mediatorinitial notice of the dispute, then either Party may file a petition or complaint with the Commission seeking resolution of the dispute. The petition or complaint shall include a statement that both Parties may, if they both agree, proceed have agreed to arbitration pursuant to request an expedited resolution by the Commercial Arbitration ActCommission within sixty (60) Days from the date on which the petition or complaint was filed with the Commission. 14.06 25.6. If the matter Commission appoints an expert(s) or other facilitator(s) to assist in dispute is not resolved promptly pursuant to Section 14.01its decision making, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance each Party shall pay half of the Work fees and to prevent delaysexpenses so incurred. 14.07 If 25.7. During the Contractor receives instructions pursuant Commission proceeding each Party shall continue to Section 14.06perform its obligations under this Agreement provided, the Contractor shall act immediately to carry out the Work pursuant to the instructionshowever, but any Work performed by the Contractor in this respect that neither Party shall be without prejudice required to act in any claim the Contractor may have concerning the disputeunlawful fashion. 14.08 Nothing in this Article precludes either Party from having a 25.8. A dispute which has been resolved by a court of competent jurisdiction, although no steps shall written settlement agreement between the Parties or pursuant to a determination by the Commission may not be taken by either Party to initiate legal proceedings until after resubmitted under the process described in Sections 14.01 through 14.03 has been completeddispute resolution process.

Dispute Resolution. 14.01 37.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Framework Agreement within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to [those persons identified in Clause 35 above]. 37.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. 37.3 If the dispute cannot be resolved by the Parties pursuant to Clause 37.1 the Parties shall refer it to mediation pursuant to the procedure set out in Clause 37.5 unless:- 37.3.1 the Authority considers that the dispute is not suitable for resolution by mediation; or 37.3.2 the Provider does not agree to mediation. 37.4 The obligations of the Parties under the Framework Agreement shall not be suspended, cease or be delayed by the reference of a dispute occurs to mediation and the Provider and its employees, personnel and associates shall comply fully with the requirements of the Framework Agreement at all times. 37.5 The procedure for mediation and consequential provisions relating to mediation are as follows:- 37.5.1 a neutral adviser or mediator ("the Mediator") shall be chosen by agreement between the Parties concerning any matter governed by this Agreementor, the disputing Party shall promptly advise the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 If the Parties if they are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, agree upon a Mediator within ten (10) Work DaysWorking Days after a request by one Party to the other to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) Working Days from the date of the complaint proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to The Centre for Effective Dispute Resolution (CEDR) to appoint a Mediator; 37.5.2 the Parties shall within ten (10) Working Days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from The Centre for Effective Dispute Resolution (CEDR) to provide guidance on a suitable procedure; 37.5.3 unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the Ministry Representative, which particulars shall include the following: (a) a detailed description rights of the nature Parties in any future proceedings; 37.5.4 if the Parties reach agreement on the resolution of the complaintdispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives; (b) a list 37.5.5 failing agreement, either of the relevant provisions Parties may invite the Mediator to provide a non- binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to this Framework Agreement without the prior written consent of the Contract Documentsboth Parties; and 37.5.6 if the Parties fail to reach agreement in the structured negotiations within sixty (c60) an evaluation Working Days of the Mediator being appointed, or such longer period as may be agreed by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediatorParties, then the Parties may, if they both agree, proceed to arbitration pursuant any dispute or difference between them may be referred to the Commercial Arbitration Actcourts. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 If a dispute occurs between the Parties concerning any matter governed by this Agreement, the disputing Party shall promptly advise the other Party 27.1 The Authority and the Parties together Service Provider shall use all reasonable efforts endeavours to resolve the negotiate in good faith and settle any dispute informallyor difference that may arise out of or relate to this Agreement or any relevant Call-Off Contract (“Dispute”) before resorting to litigation. 14.02 27.2 If the Dispute is not settled through discussion between the Contract Manager and a representative of the Service Provider within a period of seven Business Days of the date on which the Dispute arose, the Parties may refer the Dispute in writing to a director or chief executive (or equivalent) (“Senior Personnel”) of each of the Parties for resolution. 27.3 If the Dispute is not resolved within 14 Business Days of referral to the Senior Personnel, either Party may propose by notice to the other Party (“Notice”) that a structured mediation or negotiation be entered into with the assistance of a mediator. 27.4 If the Parties are unable to resolve agree on a mediator, or if the dispute informally, agreed mediator is unable or unwilling to act within five (5) Work Days, 28 Business Days of the Contractor shall then give service of the Notice, within ten (10) Work Days, of the complaint either Party may apply to the Ministry Representative, which particulars Centre for Effective Dispute Resolution (“CEDR”) in London to appoint a mediator. The costs of that mediator shall include be divided equally between the following: (a) a detailed description of Parties or as the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters Parties may otherwise agree in disputewriting. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor 27.5 Where a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractordispute is referred to mediation under Clause 27.3, the Parties shall enter into an Amending Document will attempt to reflect settle such Dispute by mediation in accordance with the Agreementmodel mediation procedures published by CEDR or such other procedures as the mediator may recommend. 14.05 27.6 If the Province rejects Parties reach agreement on the position resolution of the ContractorDispute, such agreement shall be recorded in writing and once signed by the Parties’ authorised representatives, shall be final and binding on the Parties. 27.7 If either Party refuses at any time to participate in the mediation procedure and in any event if the Parties fail to reach agreement on the Dispute within 40 Business Days of the service of the Notice either Party may commence proceedings in accordance with Clause 40. 27.8 For the avoidance of doubt, the Parties Service Provider shall proceed continue to mediation provide the Services in accordance with the Call-Off Contract and without delay or disruption while the Dispute is being resolved pursuant to this Clause 27. 27.9 Neither Party shall be prevented from, or delayed in, seeking any order for specific performance or for interim or final injunctive relief as a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment result of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Actprovisions of this Clause 27 and Clause 27 shall not apply in respect of any circumstances where such remedies are sought. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 10.1 If a any dispute occurs between arises in connection with the Parties concerning any matter governed by this Agreement, an authorised representative of the disputing Party shall promptly advise the other Party Customer and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 If the Parties are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Ministry Representative, which particulars shall include the following: (a) a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province Company shall, within twenty (20) Work Days 30−days of receipt by the Ministry Representative of the a written particulars, give the Contractor a decision, in writing, of request from one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant party to the Commercial Arbitration Act. 14.06 If the matter other, meet in dispute is not resolved promptly pursuant good faith to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning resolve the dispute. 14.08 10.2 If the dispute remains unresolved either the Customer or the Company may refer it to mediation in accordance with the Centre for Effective Dispute Resolution (“CEDR”) Model Mediation Procedure that is in force at the date of the referral. The mediator will be nominated by the Company. To initiate the mediation either party may give notice in writing (the “Mediation Notice”) to the other requesting mediation. The mediation will start not later than 60−days after the date of the Mediation Notice. 10.3 The following principles shall apply to the mediation; 10.3.1 unless the Customer and the Company otherwise agree, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of either party in any future proceedings; 10.3.2 if the Customer and the Company reach agreement on the resolution of the dispute, the agreement shall be recorded in writing and binding on them once it is signed by duly authorised representatives of both parties; 10.3.3 failing agreement, the Customer and the Company may invite the mediator to provide a non−binding but informative written opinion if the parties provide consent to this in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Agreement without the prior written consent of both parties. 10.4 If the parties fail to reach agreement by the conclusion of the mediation, then the parties shall be free to refer to adjudication in accordance with the Scheme for Construction Contracts or commence formal legal proceedings in the courts in relation to the dispute. Nothing in this Article precludes either Party Clause shall prevent a party seeking urgent relief from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party the courts where it considers this is necessary to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completedprotect its position.

Dispute Resolution. 14.01 If 1.1 Any dispute arising in relation to Hosted Services shall be dealt with in the dispute resolution process included in the applicable service level agreement. Any other dispute arising in relation to any aspect of this Agreement shall be resolved in accordance with this Schedule. The Parties undertake and agree to pursue a positive approach towards dispute occurs resolution which seeks to identify a solution which avoids legal proceedings and maintains a strong working relationship between the Parties. 1.2 In the event of any dispute or difference between the Parties concerning relating to this Agreement (whether this may be a matter of contractual interpretation or otherwise) the matter shall be dealt with as follows: 1.2.1 The Chair of Strategic Board and other members of the Strategic Board shall initially seek to resolve any dispute between the Parties; 1.2.2 If the matter governed by this Agreementcannot be resolved in accordance with paragraph 1.2.1, the disputing matter will be referred to the Counter Terrorism Coordination Committee to resolve the dispute; 1.2.3 If the matter can not be resolved in accordance with paragraph 1.2.2 of this Schedule within 14 days, the Chair of the Counter Terrorism Coordination Committee shall invite one Party shall promptly advise to initiate a mediation. 1.3 To initiate a mediation, a Party must give notice in writing (“ADR Notice”) to the other Party and requesting mediation in accordance with this Schedule. A copy of the Parties together shall use all reasonable efforts request should be sent to resolve the dispute informallyCentre for Dispute Resolution or its successor (“CEDR”). 14.02 If 1.4 The procedure in the Parties are unable Model Procedure will be amended to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Ministry Representative, which particulars shall include the followingtake account of: (a) a detailed description of the nature of the complaint; (b) a list of the 1.4.1 any relevant provisions of the Contract Documentsin this Agreement; and (c) an evaluation by 1.4.2 any other additional agreement which the Contractor Parties may enter into in relation to the conduct of the matters in disputemediation (“Mediation Agreement”). 14.03 The Province shall, within twenty (20) Work Days of receipt by 1.5 If there is any issue relating to the Ministry Representative conduct of the written particulars, give the Contractor a decision, in writing, of one of the following: mediation (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment including nomination of the mediator, then ) upon which the Parties maycannot agree within seven days from the date of the ADR Notice, if they both agree, proceed to arbitration CEDR will (at the request of either Party) decide that issue on behalf of the Police Bodies (having first consulted with them). 1.6 The mediation will start no later than 21 days after the date of the ADR Notice. 1.7 No Party shall commence court proceedings whilst the dispute resolution procedure pursuant to the Commercial Arbitration Actthis Schedule is being applied. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 16.1 If a dispute occurs between the Parties concerning any matter governed by this AgreementDispute arises, the disputing Party parties shall promptly advise follow the procedure set out in this clause 16. 16.2 Either party may give the other Party party written notice of a Dispute, setting out its nature and full particulars ("Notice of Dispute"), together with relevant supporting documents. Within five (5) business days of service of the Parties together Notice of Dispute, a UK Biobank representative and a representative from the Applicant shall use all reasonable efforts attempt in good faith to resolve the dispute informallysuch Dispute. 14.02 16.3 If for any reason the Parties respective representatives of the parties are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, Dispute within ten (10) Work Days, business days of the complaint Notice of Dispute, then any of the parties involved in the respective Dispute may refer it for discussion by UK Biobank's Principal Investigator and appropriate senior officer(s) of the Applicant. These senior representatives of the parties (or their respective nominees) shall seek to arrange a meeting or telephone or videoconference call promptly with a view to resolving the Dispute. 16.4 If, following escalation of any Dispute as set out in clause 16.3, UK Biobank's Principal Investigator and appropriate senior officer(s) of the Applicant are for any reason unable to resolve the Dispute within thirty (30) business days of it being escalated to them, then the parties agree to enter into mediation in good faith the settle the Dispute in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties within 20 business days of service of the Notice of Dispute, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing to the Ministry Representativeother party to the Dispute, which particulars shall include referring the following: (a) a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in disputeDispute to mediation. 14.03 The Province shall16.5 For avoidance of doubt, Disputes with respect to scientific or technical issues or business decisions, and not legal issues, shall remain with senior representatives to be resolved. 16.6 If the Dispute is not settled by mediation within twenty (20) Work Days 10 business days of receipt by commencement of mediation or within such further period as the Ministry Representative of the written particulars, give the Contractor a decision, parties may agree in writing, either party may issue court proceedings in accordance with clause 17.10 of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractorthis MTA. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 16.7 Nothing in this Article precludes either Party clause 16 shall serve to prevent any of the parties from having a dispute resolved by a seeking interim/injunctive relief to protect its rights and interests in any court of competent jurisdiction, although no steps England and Wales; provided that such relief shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completednot prevent or stay any mediation.

Dispute Resolution. 14.01 If a dispute occurs between the Parties concerning any matter governed by this Agreement, the disputing Party shall promptly advise the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 If the Parties are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Ministry CoastalNRM Representative, which particulars shall include the following: (a) a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province CoastalNRM shall, within twenty (20) Work Days of receipt by the Ministry CoastalNRM Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province ▇▇▇▇▇▇▇▇▇▇ accepts the position of the Contractor; or (b) that the Province CoastalNRM rejects the position of the Contractor. 14.04 If the Province CoastalNRM accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province CoastalNRM rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry CoastalNRM Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 If a dispute occurs between the Parties concerning any matter governed by this Agreement, the disputing Party shall promptly advise the other Party ‌ 27.1 The Authority and the Parties together Service Provider shall use all reasonable efforts endeavours to resolve the negotiate in good faith and settle any dispute informallyor difference that may arise out of or relate to this Agreement or any relevant Call-Off Contract (“Dispute”) before resorting to litigation. 14.02 27.2 If the Dispute is not settled through discussion between the Contract Manager and a representative of the Service Provider within a period of seven Business Days of the date on which the Dispute arose, the Parties may refer the Dispute in writing to a director or chief executive (or equivalent) (“Senior Personnel”) of each of the Parties for resolution. 27.3 If the Dispute is not resolved within 14 Business Days of referral to the Senior Personnel, either Party may propose by notice to the other Party (“Notice”) that a structured mediation or negotiation be entered into with the assistance of a mediator. 27.4 If the Parties are unable to resolve agree on a mediator, or if the dispute informally, agreed mediator is unable or unwilling to act within five (5) Work Days, 28 Business Days of the Contractor shall then give service of the Notice, within ten (10) Work Days, of the complaint either Party may apply to the Ministry Representative, which particulars Centre for Effective Dispute Resolution (“CEDR”) in London to appoint a mediator. The costs of that mediator shall include be divided equally between the following: (a) a detailed description of Parties or as the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters Parties may otherwise agree in disputewriting. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor 27.5 Where a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractordispute is referred to mediation under Clause 27.3, the Parties shall enter into an Amending Document will attempt to reflect settle such Dispute by mediation in accordance with the Agreementmodel mediation procedures published by CEDR or such other procedures as the mediator may recommend. 14.05 27.6 If the Province rejects Parties reach agreement on the position resolution of the ContractorDispute, such agreement shall be recorded in writing and once signed by the Parties’ authorised representatives, shall be final and binding on the Parties. 27.7 If either Party refuses at any time to participate in the mediation procedure and in any event if the Parties fail to reach agreement on the Dispute within 40 Business Days of the service of the Notice either Party may commence proceedings in accordance with Clause 40. 27.8 For the avoidance of doubt, the Parties Service Provider shall proceed continue to mediation provide the Services in accordance with the Call-Off Contract and without delay or disruption while the Dispute is being resolved pursuant to this Clause 27. 27.9 Neither Party shall be prevented from, or delayed in, seeking any order for specific performance or for interim or final injunctive relief as a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment result of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Actprovisions of this Clause 27 and Clause 27 shall not apply in respect of any circumstances where such remedies are sought. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 20.1 If a dispute occurs between any Party has any issues, concerns or complaints about the Parties concerning Service, or any matter governed by relating to this Agreement, the disputing that Party shall promptly advise notify the other Party Parties and the Parties together shall use all attempt in good faith to resolve any such issue, concern or complaint. Where possible, dispute resolution shall be managed by the specified representatives referred to under clause 17 (Notices) of each party. 20.2 If the issue cannot be resolved within a reasonable efforts period of time under clause 20.1, the matter shall be escalated in writing by any of the Parties to the respective Chief Executives (or equivalent) of the parties to resolve the dispute informallybetween them. 14.02 20.3 If the Parties are unable Chief Executives fail to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, working days of the complaint dispute having been referred to them, the dispute shall be referred to mediation pursuant to the Ministry Representative, which particulars shall include the followingprocedure set out in clause 20.4. 20.4 The procedure for mediation and consequential provisions relating to mediation are as follows: (a) A neutral adviser or mediator (“the Mediator”) shall be chosen by agreement between the Parties , or, if they are unable to agree upon a detailed description 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 shall within 10 working Days from the date of the nature proposal to appoint a Mediator or within 10 working Days of notice to the complaint;Parties that he is unable or unwilling to act, apply to the Centre for Effective Dispute Resolution (“CEDR”) to appoint a Mediator. (b) a list The Parties shall within 10 working Days of the relevant provisions appointment of the Contract Documents; andMediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from CEDR to provide guidance on a suitable procedure. (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shallUnless otherwise agreed, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation all negotiations connected with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed and any settlement agreement relating to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect it shall be conducted in confidence and without prejudice to the rights of the parties in any claim future proceedings. (d) If the Contractor may have concerning Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives. 14.08 Nothing (e) Failing agreement, any of the Parties may invite the Mediator to provide a non- binding but informative opinion in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps writing. Such an opinion shall be taken provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Agreement without the prior written consent of the Parties. (f) If the Parties fail to reach agreement in the structured negotiations within 60 working days of the Mediator being appointed, or such longer period as may be agreed by either Party the Parties, then any dispute or difference between them may be referred to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 Courts. This Agreement has been completed.signed by the Parties as follows:- Signed by THE COUNCIL OF THE CITY AND COUNTY OF SWANSEA Name of Authorised Signatory Position Signed by PEMBROKESHIRE COUNTY COUNCIL Name of Authorised Signatory Position Signed by CARMARTHENSHIRE COUNTY COUNCIL Name of Authorised Signatory Position 1. We lead schools and settings to design, develop and deliver a curriculum with equity and excellence at its core 2. We support schools and settings to become ambitious, self-improving learning organisations 3. We provide professional learning and opportunities for collaboration in order to develop strong and supportive partnerships

Dispute Resolution. 14.01 The Parties shall in good faith attempt to negotiate a settlement to any dispute between them arising out of or in connection with the Contract. If any such dispute is not resolved by such negotiation within 42 days from notification that a dispute occurs between the Parties concerning any matter governed by this Agreementexists or such longer period as may be agreed, the disputing Party shall promptly advise the other Party and the Parties together shall use all reasonable efforts including escalation to resolve the dispute informally. 14.02 If the Parties are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Ministry Representative, which particulars shall include the following: (a) a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractorsenior executives if appropriate, the Parties shall enter into an Amending Document consider referring the matter to reflect mediation in accordance with Conditions 17.2 and 17.3. Each Party agrees to pay due consideration to Conditions 17.1 and 17.3 before commencing proceedings to settle a dispute relating to this Contract. The procedure for mediation shall be as follows: a neutral person (‘the Agreement. 14.05 If Mediator’) shall be chosen by agreement between the Province rejects Parties, alternatively, any Party may within 14 days from the position date of the Contractorproposal to appoint a mediator, or within 14 days of notice to any Party that the chosen mediator is unable or unwilling to act, apply to the Centre for Dispute Resolution (‘CEDR’) to appoint a mediator; the Parties shall within 14 days of the appointment of the Mediator meet with him to agree a timetable for the exchange of all relevant and necessary information and the procedure to be adopted for the mediation. If appropriate, the Parties shall proceed to may at any stage seek from CEDR guidance on a suitable procedure; unless otherwise agreed, all negotiations and proceedings in the mediation connected with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter shall be conducted in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work strict confidence and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to the rights of the Parties in any claim future proceedings; if the Contractor may have concerning Parties reach agreement on the resolution of the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps that agreement shall be taken by either put in Writing and shall be binding upon the Parties; failing agreement, any Party may invite the Mediator to initiate legal provide a non-binding but informative opinion in Writing. Such opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings until after relating to the process described dispute without the prior consent of the Parties in Sections 14.01 through 14.03 has been completedWriting. For a period of 60 days from the date of the appointment of the Mediator, or such other period as the Parties may agree, none of the Parties may commence any proceedings in relation to the matters referred to the Mediator.

Dispute Resolution. 14.01 If 25.1 The Councils undertake and agree to pursue a positive approach towards dispute resolution which seeks in the context of this joint working arrangement to identify a solution at the lowest operational level that is appropriate to the subject of the dispute and which avoids legal proceedings and maintains a strong working relationship between the parties. 25.2 Any dispute arising in relation to any aspect of this Agreement shall be resolved in accordance with this clause 25. This is without prejudice to the right of any Council under section 103 of the Local Government Act 1972 to refer a dispute occurs about the expenses of a joint committee to be determined by a single arbitrator agreed by the appointing authorities or, in the absence of agreement to be determined by the Welsh Ministers. 25.3 All disputes, claims or differences between the Parties concerning Councils arising out of or in connection with this Agreement or its subject matter or formation, including any matter governed question regarding its existence, validity or termination, (a “Dispute”) shall, at the written request of any Council, be referred by this Agreementeach Council to its head of paid service. 25.4 If the Councils’ heads of paid service do not agree a resolution of the Dispute within twenty Business Days of the date of service of any such request, the disputing Party shall promptly advise either party may require the other Party party by notice in writing to attempt to settle the Dispute by mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure. Within five Business Days of the date of service of such notice the parties shall each propose a mediator and shall seek to agree as to the Parties together shall use all reasonable efforts to resolve the dispute informallyselection of a mediator. 14.02 25.5 If the Parties Councils are unable to resolve agree on a mediator within ten Business Days of date of service of the dispute informallynotice referred to in clause 25.4 or the mediator agreed upon is unable or unwilling to act and the Councils cannot agree upon a substitute, any of the Councils may apply to CEDR to appoint a mediator as soon as practicable. 25.6 The Councils shall within five Business Days of the appointment of the mediator (5the “Mediator”) Work Daysmeet with him in order to agree a programme for the exchange of any relevant information and the structure to be adopted for the negotiations. If considered appropriate, the Contractor Councils may at any stage seek assistance from CEDR to provide guidance on a suitable procedure. 25.7 All negotiations connected with the Dispute shall then give Noticebe conducted in strict confidence and without prejudice to the rights of the Councils in any future proceedings. 25.8 If the Councils reach agreement on the resolution of the Dispute, such agreement shall be reduced to writing and, once it is signed by the Councils or their duly authorised representatives, shall be and remain binding upon the parties. 25.9 The costs and expenses of the mediation shall be borne equally by the Councils. Each Council shall bear its own costs and expenses of its participation in the mediation. 25.10 If mediation fails to secure a resolution within ten (10) Work Days, Business Days of the complaint Mediator being appointed, the Councils shall attempt to settle the Ministry RepresentativeDispute by arbitration under the Rules of the London Court of International Arbitration (which Rules are deemed to be incorporated by reference into this clause) and otherwise in accordance with clause 25.11. 25.11 In the event that an arbitration is commenced pursuant to clause 25.10, which particulars shall include the followingparties agree that: (a) the tribunal shall consist of one arbitrator who is to be a detailed description chartered accountant who is a full member of one of the nature CCAB bodies if the dispute relates to a financial matter or a solicitor of at least ten years standing as a qualified solicitor if the complaintdispute relates to any other matter; (b) a list the place of the relevant provisions of the Contract Documents; andarbitration shall be Swansea; (c) an evaluation by the Contractor decision of the matters arbitrator shall be final and binding on the parties (save in disputethe case of manifest error). 14.03 The Province 25.12 In the event that an arbitration is commenced pursuant to clause 25.10 the Regional Office shall notify the Welsh Government and the UK Government. OR (reference of dispute to independent expert) 25.13 All disputes, claims or differences between the Councils arising out of or in connection with this Agreement or its subject matter or formation, including any question regarding its existence, validity or termination shall, within twenty (20) Work Days of receipt by the Ministry Representative of at the written particulars, give the Contractor a decision, in writing, request of one of the followingany Council be referred to: (a) that the Province accepts the position such chartered accountant who is a full member of one of the ContractorCCAB bodies if the dispute relates to a financial matter or a solicitor of at least ten years standing as a qualified solicitor if the dispute relates to any other matter as the Councils may agree in writing; or (b) that failing agreement on the Province rejects the position identity of the Contractorchartered accountant for a dispute relating to a financial matter or the solicitor for a dispute relating to any other matter within seven days of the date of service of the request, such chartered accountant as may be appointed for this purpose on the application of any Council by the President for the time being of one of the CCAB bodies if the dispute relates to a financial matter or such solicitor as may be appointed by the President for the time being of the Law Society of England and Wales if the dispute relates to any other matter. 14.04 If 25.14 The chartered accountant or solicitor appointed under clause 25 (the Province accepts “Expert”) shall act on the position following basis: (a) he shall act as expert and not as arbitrator; (b) his terms of the Contractor, the Parties reference shall enter into an Amending Document be to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If determine the matter in dispute is not resolved promptly pursuant dispute, as notified to Section 14.01, him in writing by either party within thirty days of his appointment; (c) the Ministry Representative may give Councils shall each provide the Expert with all information which he reasonably requires and the Expert shall be entitled (to the Contractor instructions that extent he considers it appropriate) to base his opinion on such information; (d) the Expert’s determination shall (in his or her opinion are necessary to provide for the proper performance absence of manifest error) be conclusive; and (e) the Work and to prevent delays. 14.07 If Experts’ costs shall be borne in such proportions as the Contractor receives instructions pursuant to Section 14.06Expert may direct or, failing any such direction, shall be borne equally between the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed Councils unless agreed otherwise by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the disputeCouncils. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 If (a) Subject to Section 13.3 and 13.12(b) below, if a dispute occurs arises between the Parties concerning any matter governed by relating to the interpretation or performance of this AgreementAgreement or the grounds for the termination thereof, the disputing Party Parties agree to hold a meeting, attended by individuals with decision-making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If the dispute remains unresolved sixty (60) days after the above-mentioned meeting, then each party shall have the right to pursue other remedies legally available to resolve the dispute. (b) Subject to Section 13.3, in the event that the BIDMC disputes Licensee’s calculation of Net Sales for a Patented Product that is labeled for a Patented Use and one or more additional uses that are not Patented Uses, BIDMC shall promptly advise the other Party notify Licensee in writing and the shall provide Licensee with an alternative calculation of Net Sales. The Parties together shall use all reasonable efforts negotiate in good faith to resolve the dispute informally. 14.02 for a period of sixty (60) days from the date on which Licensee provides its alternative calculation. If the dispute remains unresolved at the end of the negotiation period, then the Parties are unable agree to resolve the dispute informallyas follows: each Party will select a qualified expert with experience in the valuation of pharmaceutical products, within five (5) Work Daysand the two experts selected in this manner will select a third qualified expert, provided that the third expert shall have no conflicts of interest regarding either Party. After consideration of available information that is reasonably pertinent to the dispute, such information to be kept confidential by the experts and the Parties, the Contractor shall then give Notice, within ten (10) Work Days, three experts will determine the appropriate calculation of the complaint disputed Net Sales and the Parties will abide by this determination. The three experts will also determine an appropriate methodology for the calculation of future Net Sales to the Ministry Representative, which particulars shall include extent any subsequent dispute regarding Net Sales involves similar issues as the following: (a) a detailed description of previously resolved dispute. The Parties will share equally the nature of costs incurred in connection with the complaint; (b) a list of the relevant provisions of the Contract Documents; andvaluation experts. (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decisionSubject to Section 13.3, in writing, the event that a dispute involves a claim of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediatorbreach or default under Section 10.2 or Section 10.4, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to applicable cure period under such Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to tolled during the pendency of any claim the Contractor may have concerning the disputedispute in accordance with this Section 13.12. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 If a dispute occurs 23.1 Any doubts, differences, claims or disputes (the Dispute) which arise between the Parties concerning parties as regards any act, matter governed or thing in respect of this Agreement will be dealt with in the following manner: 23.1.1 referral as to the scope and nature of the Dispute will be made by this Agreement, the disputing Party shall promptly advise a party in a written notice to the other Party party. The parties will seek a resolution by meeting as soon as reasonably practicable once the dispute has arisen. This should be within 24 hours (in the case a Dispute arises during principal photography) or within 3 working days (at any other time outside of principal photography) or such longer period as they may agree in writing Either party may request an observer or representative to support and/or assist them at any stage. The “meeting” may be held by phone or teleconference if required. 23.1.2 If such parties do not reach agreement within 24 hours (in the case a Dispute arises during principal photography) or within 48 hours (at any other time outside of principal photography) or such further period as they may agree in writing after the meeting set out in clause 22.1.1, then the Dispute will be referred to a mutually agreed neutral and independent industry member as mediator, or alternatively the Parties together shall use all reasonable efforts parties may appoint a mutually agreed independent professional mediation service who will endeavour to assist the parties to resolve the Dispute. The mediator will set the timetable (including the date by which the dispute informallyresolution procedure will expire irrespective of whether or not the Dispute has been resolved). 14.02 23.1.3 If the Parties are unable to resolve dispute has not been resolved within the specified timeframe, then unless the parties otherwise agree, the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, resolution procedure will terminate and each of the complaint parties will be entitled to pursue such legal remedies as it thinks fit. 23.1.4 Except for the Ministry Representative, which particulars shall include the following: (a) a detailed description costs of the nature of mediator which shall be shared equally between the complaint; (b) a list of parties, each party will pay its own costs associated with this dispute resolution procedure unless the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in disputemediator determines otherwise. 14.03 The Province shall, within twenty (20) Work Days of receipt by 23.1.5 During the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, dispute resolution process the Parties shall enter into an Amending Document will continue to reflect the perform all of their respective obligations under this Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter 23.2 Except as set out in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor clause 18.1 nothing in this respect shall be without prejudice clause will prevent either party from taking immediate steps to any claim the Contractor may have concerning the disputeseek urgent interlocutory relief before an appropriate court. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 28.1 In the event that any dispute arises between the Council and the Company then in the first instance the dispute shall be referred for resolution to the Named Officer of the Council and the Chair of the Board. 28.2 If any dispute arises in connection with this Agreement which cannot be resolved in accordance with clause 28.1, the Parties agree to enter into mediation in good faith to settle such a dispute occurs and will do so in accordance with [the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the Parties concerning any matter governed by this Agreementwithin 14 Business Days of notice of the dispute, the disputing mediator will be nominated by CEDR. To initiate the mediation a Party shall promptly advise must give notice in writing (ADR Notice) to the other Party and to the dispute, referring the dispute to mediation. A copy of the referral should be sent to CEDR. 28.3 If there is any point on the logistical arrangements of the mediation, other than nomination of the mediator, upon which the Parties together shall use all reasonable efforts cannot agree within 14 Business Days from the date of the ADR Notice, where appropriate, in conjunction with the mediator, CEDR will be requested to resolve decide that point for the dispute informallyparties having consulted with them. 14.02 If 28.4 Unless otherwise agreed, the mediation will start not later than twenty Business Days after the date of the ADR Notice. The commencement of a mediation will not prevent the Parties commencing or continuing court proceedings. 28.5 Where Parties are unable to resolve a dispute in accordance with clauses 28.1 to 28.4 then the dispute informallyCouncil may at any time serve a notice in writing on the Company directing the Company and the Board to take and/or refrain from taking actions specified in the notice – such notice to be lawful and consistent with the Act, within five (5) Work Days, any applicable legislation and/or the Contractor shall then give Notice, within ten (10) Work Days, fiduciary duties of the complaint Directors and the Board shall be permitted a reasonable period of time to seek independent legal advice if they reasonably believe that they may or will be in breach thereof. 28.6 The Company must comply with any notice served pursuant to clause 28.5 within the timescales specified in the notice, provided always that where the relevant Board considers that compliance with any such notice may, in the view of the Board, place the Directors in breach of their fiduciary duties to the Ministry Representative, which particulars Company then the Board shall include seek shareholder approval before implementing the following: (a) a detailed description requirements of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in disputenotice. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 39.1 If a dispute occurs between arises out of or in connection with this Services Agreement or the performance, validity or enforceability of it (“Dispute”) then [except as expressly provided in this Services Agreement,] the Parties concerning any matter governed by shall follow the procedure set out in this Agreement, the disputing Party shall promptly advise the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 If the Parties are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Ministry Representative, which particulars shall include the followingclause: (a) a detailed description either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the complaintDispute Notice, the [employee title] of the Lead Organisation and [employee title] of the Delivery Partner shall attempt in good faith to resolve the Dispute; (b) a list if the [employee title] of the relevant provisions Lead Organisation and [employee title] of the Contract DocumentsDelivery Partner are for any reason unable to resolve the Dispute within [30] days of service of the Dispute Notice, the Dispute shall be referred to the [senior officer title] of the Lead Organisation and [senior officer title] of the Delivery Partner who shall attempt in good faith to resolve it; and (c) an evaluation by if the Contractor [senior officer title] of the matters Lead Organisation and [senior officer title] of the Delivery Partner are for any reason unable to resolve the Dispute within [30] days of it being referred to them, the parties will attempt to settle it by mediation in disputeaccordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a party must serve notice in writing (the “ADR notice”) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation will start not later than [NUMBER] days after the date of the ADR notice. 14.03 The Province shall, within twenty (20) Work Days of receipt by 39.2 No Party may commence any court proceedings under clause 43 in relation to the Ministry Representative whole or part of the written particulars, give the Contractor a decision, in writing, of one Dispute until sixty (60) days after service of the following: (a) ADR notice, provided that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractorright to issue proceedings is not prejudiced by a delay. 14.04 39.3 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute Dispute is not resolved within fifteen sixty (1560) Work Days of appointment days after service of the mediatorADR notice, then or either party fails to participate or to continue to participate in the Parties maymediation before the expiration of the said period of sixty (60) days, if they both agreeor the mediation terminates before the expiration of the said period of sixty (60) days, proceed to arbitration pursuant to the Commercial Arbitration ActDispute shall be finally resolved by the courts of England and Wales in accordance with clause 43 of this Services Agreement. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance 39.4 Any and all costs of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved will be born equally by both parties, unless otherwise stated within a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.judgement

Dispute Resolution. 14.01 If 19.1 The Councils undertake and agree to pursue a positive approach towards dispute resolution which seeks in the context of this joint working arrangement to identify a solution at the lowest operational level that is appropriate to the subject of the dispute and which avoids legal proceedings and maintains a strong working relationship between the Councils. 19.2 Any dispute arising in relation to any aspect of this Agreement shall be resolved in accordance with this clause 19. This is without prejudice to the right of each Council under section 103 of the Local Government Act 1972 to refer a dispute occurs about the expenses of a joint committee to be determined by a single arbitrator agreed by the appointing authorities or, in the absence of agreement, to be determined by the Welsh Ministers. 19.3 All disputes, claims or differences between the Parties concerning Councils arising out of or in connection with this Agreement or its subject matter or formation, including any matter governed question regarding its existence, validity or termination, (“Dispute”) shall, at the written request of a Council, be referred by this Agreementeach Council to its Chief Executive Officer. 19.4 If the Councils’ Chief Executive Officers do not agree a resolution of the Dispute within twenty Business Days of the date of service of any such request, the disputing Party shall promptly advise either Council may require the other Party Council by notice in writing to attempt to settle the Dispute by mediation in accordance with the Centre for Dispute Resolution (“CEDR”) Model Mediation Procedure. Within five Business Days of the date of service of such notice the Councils shall each propose a mediator and shall seek to agree as to the Parties together shall use all reasonable efforts to resolve the dispute informallyselection of a mediator. 14.02 19.5 If the Parties Councils are unable to resolve agree on a mediator within ten Business Days of date of service of the dispute informallynotice referred to in clause 19.4 or the mediator agreed upon is unable or unwilling to act and the Councils cannot agree upon a substitute, either of the Councils may apply to CEDR to appoint a mediator as soon as practicable. 19.6 The Councils shall within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, Business Days of the complaint to the Ministry Representative, which particulars shall include the following: (a) a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediatormediator (“Mediator”) meet with them in order to agree a programme for the exchange of any relevant information and the structure to be adopted for the negotiations. If considered appropriate, then the Parties may, if they both agree, proceed Councils may at any stage seek assistance from CEDR to arbitration pursuant to the Commercial Arbitration Actprovide guidance on a suitable procedure. 14.06 If 19.7 All negotiations connected with the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect Dispute shall be conducted in strict confidence and without prejudice to the rights of the Councils in any claim the Contractor may have concerning the disputefuture proceedings. 14.08 Nothing 19.8 If the Councils reach agreement on the resolution of the Dispute, such agreement shall be reduced to writing and, once it is signed by the Councils or their duly authorised representatives, shall be and remain binding upon the Councils. 19.9 The costs and expenses of the mediation shall be borne equally by the Councils. Each Council shall bear its own costs and expenses of its participation in this Article precludes either Party from having the mediation. 19.10 If mediation fails to secure a dispute resolution within ten Business Days of the Mediator being appointed, the Dispute shall be referred to and finally resolved by a the Courts of England and Wales in accordance with clause 29. 19.11 In the event that court of competent jurisdiction, although no steps proceedings are commenced pursuant to clause 19.10 the Councils shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completednotify Government.

Dispute Resolution. 14.01 If I 2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute occurs between them arising out of or in connection with the Contract within 30 days of either Party notifying the other of the dispute. Such efforts shall involve the escalation of the dispute to the Director of Finance (or equivalent) of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties concerning from seeking from any matter governed by this Agreement, court of the disputing Party shall promptly advise competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to Clause I 2.1 the dispute shall be referred to mediation pursuant to the procedure set out in sub clause I 2.5 unless (a) the Client considers that the dispute is not suitable for resolution by mediation; or (b) the Contractor does not agree to mediation. I 2.4 The performance of the Contract shall not be suspended, cease or be delayed by the reference of a dispute to mediation and the Parties together Contractor (or employee, agent, supplier or sub-contractor) shall use comply fully with the requirements of the Contract at all reasonable efforts to resolve the dispute informallytimes. 14.02 If the Parties I 2.5 The procedure for mediation and consequential provisions relating to mediation are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Ministry Representative, which particulars shall include the followingas follows: (a) A neutral adviser or mediator (“the Mediator”) shall be chosen by agreement between the Parties or, if they are unable to agree upon a detailed description Mediator within 14 days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within 14 days from the date of the nature proposal to appoint a Mediator or within 14 days of notice to either Party that he is unable or unwilling to act, apply to the complaint;Law Society of Northern Ireland to appoint a Mediator. (b) a list The Parties shall within 14 days of the relevant provisions appointment of the Contract Documents; andMediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from LSNI to provide guidance on a suitable procedure. (c) Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings. (d) If the Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives. (e) Failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an evaluation opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Contract without the prior written consent of both Parties. (f) If the Parties fail to reach agreement in the structured negotiations within 60 days of the Mediator being appointed, or such longer period as may be agreed by the Contractor of Parties, then any dispute or difference between them may be referred to the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If Courts unless the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed referred to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter procedures set out in dispute is not resolved promptly pursuant clause I 2.6 I 2.6 Subject to Section 14.01clause I 2.2, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor Parties shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a not institute court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described procedures set out in Sections 14.01 through 14.03 has clauses I 2.3 and I 2.5 have been completed.completed save that:

Dispute Resolution. 14.01 If a dispute occurs 36.1 All disputes between the Parties concerning parties arising out of, or relating to, this Contract shall be referred, by either party, to the Contract Managers for resolution. 36.2 If any matter governed dispute cannot be resolved by this Agreementthe Contract Managers within a maximum of fourteen (14) days after it has been referred under Clause 36.1, that dispute shall be referred to the disputing Party Senior Representatives for resolution. The parties shall promptly advise procure that the Senior Representatives, or the Authority’s Senior Representative’s nominee and the Provider’s Senior Representative, meet to consider the dispute within 14 days of it being referred to them. 36.3 If the dispute is not resolved pursuant to Clause 36.2, either party may (at the relevant meeting or within 14 days of its conclusion) propose to the other Party and in writing that structured negotiations be entered into with the Parties together shall use all reasonable efforts assistance of a neutral adviser or mediator (the “Neutral Adviser”) who is accredited by the Centre for Dispute Resolution (“CEDR”) in London or an organisation of equivalent standing before resorting to resolve the dispute informallylitigation. 14.02 36.4 If the Parties are unable to resolve agree on a Neutral Adviser, or if the Neutral Adviser agreed upon is or becomes unable or unwilling to act, any party may within 21 days from the date of the proposal to appoint a Neutral Adviser or within 21 days of notice to any party that the Neutral Adviser is unable or unwilling to act, apply to CEDR to appoint a Neutral Adviser. The parties shall bear the Neutral Adviser’s fees and expenses equally. 36.5 Within 14 days of the appointment of the Neutral Adviser, the parties will meet with him/her in order to agree a programme for the exchange of any relevant information and the structure to be adopted for the negotiation. In the absence of agreement, the parties shall as far as possible adopt the CEDR Model Mediation Procedure. 36.6 All negotiations connected with the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Ministry Representative, which particulars shall include the followingwill be: (a) a detailed description conducted in complete confidence and the parties undertake not to divulge details of the nature of the complaint;such negotiations except to its professional advisers, who will also be subject to such confidentiality; and (b) a list without prejudice to the rights of the relevant parties in any future proceedings. 36.7 If, having complied with the preceding provisions of this Clause, the Contract Documents; and (c) an evaluation by the Contractor parties fail to reach agreement, either of the matters parties may invite the Neutral Adviser to provide a non-binding but informative opinion in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by writing as to the Ministry Representative merits of the written particulars, give dispute and the Contractor a decision, in writing, of one rights and obligations of the following: parties. Such opinion will be provided on a without prejudice basis and will be private and confidential to the parties and may not (a) that without the Province accepts the position prior written consent of the Contractor; or (bparties and the Neutral Adviser) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration be used in evidence in any proceedings commenced pursuant to the Commercial Arbitration Actterms of this Contract. 14.06 36.8 If the matter parties accept the Neutral Adviser's recommendations or otherwise reach agreement on the resolution of the dispute, such agreement shall be recorded in writing and, once it is signed by both Senior Representatives, shall be final and binding on the parties. 36.9 If the parties fail to reach agreement in the structured negotiations within 45 days of the Neutral Adviser being appointed, each party shall, after the expiry of such period (and not before), be entitled to refer any dispute is not resolved promptly pursuant or difference to Section 14.01litigation. 36.10 Nothing contained in this Clause 36 shall restrict either party's freedom to commence legal proceedings to preserve or protect any legal right or remedy in respect of any proprietary or trade secret right. 36.11 Notwithstanding the existence of a dispute, the Ministry Representative may give to Provider shall, if required by the Contractor instructions that in his or her opinion are necessary to provide for Authority, diligently continue with the proper performance provision of the Work and to prevent delays. 14.07 If Services in accordance with the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry requirements set out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the disputeContract. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 If a dispute occurs between 18.1 In the Parties concerning any matter governed by event that the Provider is not granted Funding under this Provider Funding Agreement, it shall notify Enfield Council, in writing, of its intention to appeal this decision within fourteen (14) Working Days of being notified that they will not receive the disputing Party shall promptly advise Funding. The letter the other Party Provider sends Enfield Council must clearly identify the grounds on which the Provider is appealing and should be mailed to: School and Early Years Improvement Service, People Department, London Borough of Enfield, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ or email: ▇▇@▇▇▇▇▇▇▇.▇▇▇.▇▇ 18.2 The Provider will be notified of the date of the appeal within ten (10) Working Days of submitting an appeals request. Enfield Council will invite the Provider to attend the appeal hearing and to submit any written evidence to support the appeal. Details of the procedure and the Parties together shall use all reasonable efforts to resolve format of the dispute informallyappeal will be provided ahead of the appeal hearing. 14.02 If 18.3 Evidence to be submitted for the Parties are unable appeals hearing from both the Provider and Enfield Council must be circulated to resolve all parties at least ten (10) Working Days before the dispute informallyappeal hearing. At the appeals hearing, the Provider will be given an opportunity to make its case by submitting evidence to the appeals panel. Minutes will be taken at this panel meeting and a final decision will then be made by the panel members. 18.4 Notification of the decision of the appeals panel will be provided within five (5) Work DaysWorking Days from the appeal hearing. 18.5 If the Provider is dissatisfied with its treatment under the appeals process, and/or the decision of the appeals panel, they may make a complaint to Enfield Council. However, any complaint can only be made after the full appeals procedure with Enfield Council has been exhausted. 18.6 For any other disputes (“Dispute/s”) other than those mentioned in Clause 18.1, the Contractor Parties shall then give Notice, attempt in good faith to negotiate a settlement to any Dispute/s between them arising out of or in connection with the Provider Funding Agreement within ten (10) Work Days, Working Days of either Party notifying the other of the complaint to the Ministry Representative, which particulars shall include the following: (a) a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, 18.7 If the Dispute/s cannot be resolved within twenty ten (2010) Work Working Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, notification being provided in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractoraccordance with Clause 18.6, the Parties shall enter into an Amending Document escalate the Dispute/s to reflect the Agreement. 14.05 If the Province rejects the position Head of the Contractor, relevant service department of Enfield Council and the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration ActProvider. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 During any Dispute, including a Dispute as to the validity of this Contract, it is agreed that the Supplier shall continue its performance of the provisions of the Contract (unless the Authority requests in writing that the Supplier does not do so). In the case of a Dispute arising out of or in connection with this Contract the Supplier and the Authority shall make every reasonable effort to communicate and cooperate with each other with a view to resolving the Dispute and follow the procedure set out in Clause 22.3 of this Schedule 2 of these Call-off Terms and Conditions as the first stage in the Dispute Resolution Procedure. If any Dispute arises out of the Contract either Party may serve a dispute occurs between the Parties concerning any matter governed by this Agreement, the disputing Party shall promptly advise notice on the other Party and to commence formal resolution of the Dispute. The Parties together shall use all reasonable efforts first seek to resolve the dispute informally. 14.02 If Dispute by escalation in accordance with the Parties are unable management levels as set out in Clause 5 of the Key Provisions. Respective representatives at each level, as set out in Clause 5 of the Key Provisions, shall have five (5) Business Days at each level during which they will use their reasonable endeavours to resolve the dispute informallyDispute before escalating the matter to the next level until all levels have been exhausted. Level 1 will commence on the date of service of the Dispute Notice. The final level of the escalation process shall be deemed exhausted on the expiry of five (5) Business Days following escalation to that level unless otherwise agreed by the Parties in writing. If the procedure set out in Clause 22.3 of this Schedule 2 of these Call-off Terms and Conditions above has been exhausted and fails to resolve such Dispute, as part of the Dispute Resolution Procedure, the Parties will attempt to settle it by mediation. The Parties shall, acting reasonably, attempt to agree upon a mediator. In the event that the Parties fail to agree a mediator within five (5) Work DaysBusiness Days following the exhaustion of all levels of the escalation procedure at Clause 22 of this Schedule 2 of these Call-off Terms and Conditions, the Contractor mediator shall then give Noticebe nominated and confirmed by the Centre for Effective Dispute Resolution, London. The mediation shall commence within ten twenty eight (1028) Work Days, days of the complaint confirmation of the mediator in accordance with Clause 22.4 of this Schedule 2 of these Call-off Terms and Conditions or at such other time as may be agreed by the Parties in writing. Neither Party will terminate such mediation process until each Party has made its opening presentation and the mediator has met each Party separately for at least one hour or one Party has failed to participate in the mediation process. After this time, either Party may terminate the mediation process by notification to the Ministry Representativeother party (such notification may be verbal provided that it is followed up by written confirmation). The Authority and the Supplier will cooperate with any person appointed as mediator providing them with such information and other assistance as they shall require and will pay their costs, which particulars as they shall include determine or in the following: (a) a detailed description absence of such determination such costs will be shared equally. Nothing in this Contract shall prevent: the Authority taking action in any court in relation to any death or personal injury arising or allegedly arising in connection with the supply of the nature Goods; or either Party seeking from any court any interim or provisional relief that may be necessary to protect the rights or property of that Party or that relates to the complaint; (b) a list safety of patients or the security of Confidential Information, pending resolution of the relevant provisions Dispute in accordance with the Dispute Resolution Procedure. Clause 22 of this Schedule 2 of these Call-off Terms and Conditions shall survive the expiry of or earlier termination of this Contract Documents; and (c) an evaluation by the Contractor of the matters in disputefor any reason. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 If a dispute occurs between the Parties concerning any matter governed by this Agreement, the disputing Party shall promptly advise the other Party 28.1 The Authority and the Parties together Service Provider shall use all reasonable efforts endeavours to negotiate in good faith and settle any dispute or difference that may arise out of or relate to this Agreement or any relevant Call-Off Contract (“Dispute”) before resorting to litigation. 28.2 If the Dispute is not settled through discussion between the Procurement Manager and a representative of the Service Provider within a period of seven (7) Business Days of the date on which the Dispute arose, the Parties may refer the Dispute in writing to a director or chief executive (or equivalent) (“Senior Personnel”) of each of the Parties for resolution. 28.3 If the Dispute is not resolved within 14 Business Days of referral to the Senior Personnel, the Parties shall attempt in good faith to resolve the dispute informallyDispute through entry into a structured mediation or negotiation with the assistance of a mediator. Either Party may give notice to the other Party (“Notice”) to commence such process and the Notice shall identify one or more proposed mediators. 14.02 28.4 If the Parties are unable to resolve agree on a mediator, or if the dispute informally, agreed mediator is unable or unwilling to act within five (5) Work Days, 28 Business Days of the Contractor shall then give service of the Notice, within ten (10) Work Days, of the complaint either Party may apply to the Ministry Representative, which particulars Centre for Effective Dispute Resolution (“CEDR”) in London to appoint a mediator. The costs of that mediator shall include be divided equally between the following: (a) a detailed description of Parties or as the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters Parties may otherwise agree in disputewriting. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor 28.5 Where a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractordispute is referred to mediation under Clause 28.3, the Parties shall enter into an Amending Document will attempt to reflect settle such Dispute by mediation in accordance with the Agreementmodel mediation procedures published by CEDR or such other procedures as the mediator may recommend. 14.05 28.6 If the Province rejects Parties reach agreement on the position resolution of the ContractorDispute, such agreement shall be recorded in writing and once signed by the Parties’ authorised representatives, shall be final and binding on the Parties. 28.7 If either Party refuses at any time to participate in the mediation procedure and in any event if the Parties fail to reach agreement on the Dispute within 40 Business Days of the service of the Notice either Party may commence proceedings in accordance with Clause 42. 28.8 For the avoidance of doubt, the Parties Service Provider shall proceed continue to mediation provide the Services in accordance with the Call-Off Contract and without delay or disruption while the Dispute is being resolved pursuant to this Clause 28. 28.9 Neither Party shall be prevented from, or delayed in, seeking any order for specific performance or for interim or final injunctive relief as a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment result of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Actprovisions of this Clause 28 and Clause 28 shall not apply in respect of any circumstances where such remedies are sought. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 47.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract by use of the following escalation procedure: ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇ 47.2 If the dispute cannot be resolved by the Parties pursuant to Condition 47.1, the dispute may, by agreement between the Parties, be referred to mediation pursuant to Condition 47.4. 47.3 The performance of the Services shall not cease or be delayed by the reference of a dispute occurs between to mediation pursuant to Condition 47.2. 47.4 The procedure for mediation and consequential provisions relating to mediation are as follows: a) If the Parties concerning any matter governed dispute or difference is not resolved pursuant to the escalation procedure set out above, either Party may (within fourteen (14) days of the last meeting pursuant to the escalation procedure), before resorting to litigation, propose to the other in writing that the dispute be settled by this Agreementmediation in accordance with the Centre for Effective Dispute Resolution (“CEDR”) Model Mediation Procedure (the “Model Procedure”). b) To initiate mediation, the disputing a Party shall promptly advise must give notice in writing (an “ADR Notice”) to the other Party and requesting mediation in accordance with the Parties together shall use all reasonable efforts Model Procedure. A copy of the ADR Notice should be sent to resolve the dispute informallyCEDR. 14.02 c) If there is any point on the Parties are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, conduct of the complaint mediation (including as to the Ministry Representative, which particulars shall include the following: (a) a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment nomination of the mediator, then ) upon which the Parties maycannot agree within fourteen (14) days from the date of the ADR Notice, if they both agreeCEDR will, proceed to arbitration pursuant to at the Commercial Arbitration Actrequest of any Party, decide that point for the Parties, having consulted with them. 14.06 If d) Mediation will commence no later than twenty-eight (28) days after the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance date of the Work and to prevent delaysADR Notice. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 If a dispute occurs between the Parties concerning any matter governed by this Agreement, the disputing Party shall promptly advise the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 If the Parties are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Ministry Chinook Representative, which particulars shall include the following: (a) a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province Chinook shall, within twenty (20) Work Days of receipt by the Ministry Chinook Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province Chinook accepts the position of the Contractor; or (b) that the Province Chinook rejects the position of the Contractor. 14.04 If the Province Chinook accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province Chinook rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Chinook Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 If (a) With respect to matters under this Agreement requiring dispute resolution (each, a dispute occurs between the Parties concerning any matter governed by this Agreement“Dispute”), the disputing Party shall promptly advise notify the other Party of such Dispute in writing and, upon the non-disputing Party’s receipt of such written notice, the Parties shall attempt to resolve such Dispute in good faith within thirty (30) days of such receipt, and if the Parties are unable to resolve such Dispute in such thirty (30) day period, then the Parties shall escalate such Dispute to each party’s Chief Financial Officer for resolution. (b) If the Parties’ Chief Financial Officers are unable to resolve such Dispute within thirty (30) days following such receipt of such notice, then either Party shall initiate a non-binding mediation by providing written notice (a “Mediation Notice”) to the other Party within five (5) Business Days following the expiration of such thirty (30) day period. (c) Upon receipt of a Mediation Notice, the applicable Dispute shall be submitted within five (5) Business Days following such receipt of such Mediation Notice for non-binding mediation conducted in accordance with the Commercial Mediation Rules of the American Arbitration Association (“Arbitration Association”), and the Parties together agree to bear equally the costs of such mediation (including any fees or expenses of the applicable mediator); provided that each Party shall use all reasonable efforts bear its own costs in connection with participating in such mediation. The Parties agree to resolve participate in good faith in such mediation for a period of forty-five (45) days or such longer period as the dispute informallyParties may mutually agree following receipt of such Mediation Notice (the “Mediation Period”). 14.02 (d) In connection with such mediation, the Parties shall cooperate with the Arbitration Association and with one another in selecting a neutral mediator with relevant industry experience and in scheduling the mediation proceedings during the applicable Mediation Period. If the Parties are unable to resolve the dispute informally, agree on a neutral mediator within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Ministry Representative, which particulars shall include the following: (a) a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Business Days of receipt by the Ministry Representative of the written particulars, give the Contractor submitting a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to Dispute for mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.016.09(c), application shall be made by the Ministry Representative may give Parties to the Contractor instructions that in his or her opinion are necessary to provide Arbitration Association for the proper performance Arbitration Association to select and appoint a neutral mediator on the Parties’ behalf in accordance with the Commercial Mediation Rules of the Work and to prevent delaysArbitration Association. 14.07 (e) The Parties further agree that all information, whether oral or written, provided in the course of any such mediation by either Party or their Representatives, and by the applicable mediator and any employees of the mediation service, is confidential, privileged, and inadmissible for any purpose, including impeachment, in any Action involving the Parties; provided that any such information that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in such mediation. (f) If the Contractor receives instructions pursuant to Section 14.06Parties cannot resolve the Dispute for any reason, on and following the Contractor shall act immediately to carry out expiration of the Work pursuant to the instructionsMediation Period, but any Work performed by the Contractor either party may commence litigation in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps jurisdiction pursuant to the provisions of Section 6.10. Nothing contained in this Agreement shall be taken by deny either Party the right to initiate legal proceedings until after seek injunctive or other equitable relief from a court of competent jurisdiction in the process described in Sections 14.01 through 14.03 has been completedcontext of a bona fide emergency or prospective irreparable harm, and such an Action may be filed and maintained notwithstanding any ongoing efforts under this Section 6.09.

Dispute Resolution. 14.01 If Newco, on the one hand, and ▇▇▇▇▇▇▇, on the other hand, shall by written notice to the other, appoint respective principal points of contact (each, a dispute occurs between “Service Coordinator”) who shall be responsible for the Parties concerning day-to-day implementation or monitoring (as applicable) of the Services, including attempted resolution of any matter governed by issues that may arise during the performance of the Parties’ obligations under this Agreement. In addition, ▇▇▇▇▇▇▇ will appoint an executive sponsor (the disputing Party shall promptly advise “▇▇▇▇▇▇▇ Executive Sponsor”) by written notice to Newco, and Newco will appoint an executive sponsor (the other Party and “Newco Executive Sponsor”) by written notice to ▇▇▇▇▇▇▇. In the Parties together shall use all reasonable efforts to resolve event that the dispute informally. 14.02 If the Parties Service Coordinators are unable to resolve any issues regarding the dispute informally, within five (5) Work Days, performance of the Contractor shall then give Notice, within Services hereunder after a period of ten (10) Work Daysdays (the “Disputed Issues”), the Disputed Issues may be referred to a separation management committee (the “Separation Management Committee”), which shall be at least four (4) persons and solely comprised of an equal number of members of ▇▇▇▇▇▇▇’▇ and Newco’s management teams responsible for acquisition integration. If the complaint Separation Management Committee is unable to reach resolution on any Disputed Issues after a period of seven (7) days, such Disputed Issues shall be submitted to the Ministry Representative, which particulars shall include the following: ▇▇▇▇▇▇▇ Executive Sponsor and Newco Executive Sponsor for resolution within seven (a7) a detailed description of the nature of the complaint; days and any unresolved disputes after such seven (b7) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractorday period, the Parties may pursue an Action in accordance with Section 18(l); provided, however, that nothing herein shall enter into an Amending Document prevent or limit either Party’s right to reflect seek temporary, preliminary or permanent equitable, including injunctive, relief. Without limiting the Agreement. 14.05 If foregoing, any resolution of such Disputed Issues agreed to in writing by the Province rejects ▇▇▇▇▇▇▇ Executive Sponsor and the position Newco Executive Sponsor shall be considered final and binding upon the Parties. For the avoidance of doubt, unless otherwise directed in writing by the ContractorRecipient, the Parties Provider shall proceed continue to mediation with a provide all Services during the pendency of any dispute hereunder. Unless otherwise mutually agreed upon third partyto by the Parties, all communications relating to the Services shall be directed first, to the Service Coordinators and second, to the Separation Management Committee. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then The initial Service Coordinators shall be set forth on Exhibit [A] attached hereto and the Parties may, if they both agree, proceed to arbitration pursuant may replace their respective Service Coordinator(s) at any time by providing written notice to the Commercial Arbitration Act. 14.06 If other Party. Each Party may replace its members on the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give Separation Management Committee at any time by providing written notice to the Contractor instructions that in his or her opinion are necessary to provide for other Party, and each of ▇▇▇▇▇▇▇ and Newco may replace the proper performance of ▇▇▇▇▇▇▇ Executive Sponsor and the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06Newco Executive Sponsor, the Contractor shall act immediately to carry out the Work pursuant respectively, at any time by providing written notice to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the disputeother Party. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 44.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute, such efforts shall involve the escalation of the dispute to the Director of Procurement (or equivalent) of each Party. 44.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of the competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. 44.3 If the dispute cannot be resolved by the Parties pursuant to clause 44.1 the dispute shall be referred to mediation pursuant to the procedure set out in clause 44.5 unless the Parties agree that the dispute is not suitable for resolution by mediation. 44.4 The obligations of the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute occurs to mediation (or arbitration) and the Contractor and the Contractor’s Personnel shall comply fully with the requirements of the Contract at all times. 44.5 The procedure for mediation and consequential provisions relating to mediation are as follows: 44.5.1 a neutral adviser or mediator ("the Mediator") shall be chosen by agreement between the Parties concerning any matter governed by this Agreementor, the disputing Party shall promptly advise the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 If the Parties if they are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, agree upon a Mediator within ten (10) Work DaysWorking Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) Working Days from the date of the complaint proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to the Ministry Representative, which particulars Centre for Effective Dispute Resolution to appoint a Mediator. 44.5.2 the Parties shall include the following: within ten (a10) a detailed description Working Days of the nature appointment of the complaint; (b) Mediator meet with him in order to agree a list programme for the exchange of all relevant information and the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 structure to be adopted for negotiations to be held. If the Province accepts the position of the Contractorconsidered appropriate, the Parties shall enter into an Amending Document may at any stage seek assistance from the Centre for Effective Dispute Resolution or other mediation provider to reflect the Agreementprovide guidance on a suitable procedure. 14.05 If 44.5.3 unless otherwise agreed, all negotiations connected with the Province rejects dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the position rights of the ContractorParties in any future proceedings. 44.5.4 if the Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives. 44.5.5 failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative written opinion. Such an opinion shall proceed be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to mediation with a mutually the Contract without the prior written consent of both Parties. 44.5.6 if the Parties fail to reach agreement in the structured negotiations within sixty (60) Working Days of the Mediator being appointed, or such longer period as may be agreed upon third party. If by the Parties, then any dispute or difference between them may be referred to the courts unless the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed referred to arbitration pursuant to the Commercial Arbitration Actprocedures set out in clause 44.6. 14.06 44.6 Subject to clause 44.2, the Parties shall not institute court proceedings until the procedures set out in clauses 44.1, 44.3 and 44.5 have been completed save that: 44.6.1 The Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause 44.7. 44.6.2 If the matter Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty-one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with the provisions of clause 44.7. 44.6.3 The Contractor may request by notice in writing to the Authority that any dispute is not be referred and resolved promptly by arbitration in accordance with the provisions of clause 44.7, to which the Authority may consent as it sees fit. 44.7 In the event that any arbitration proceedings are commenced pursuant to Section 14.01, clause 44.6: 44.7.1 the Ministry Representative may arbitration shall be governed by the provisions of the Arbitration Act 1996; 44.7.2 the Authority shall give a written notice of arbitration to the Contractor instructions ("the Arbitration Notice") stating: 44.7.2.1 that in his or her opinion are necessary the dispute is referred to provide for the proper performance arbitration; and 44.7.2.2 providing details of the Work issues to be resolved; 44.7.3 the London Court of International Arbitration ("LCIA") procedural rules in force at the date that the dispute was referred to arbitration in accordance with clause 44.7.2 shall be applied and are deemed to prevent delays.be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; 14.07 If 44.7.4 the Contractor receives instructions pursuant tribunal shall consist of a sole arbitrator to Section 14.06be agreed by the Parties; 44.7.5 if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause 44.7.2 or if the person appointed is unable or unwilling to act, the Contractor arbitrator shall act immediately to carry out the Work pursuant to the instructions, but any Work performed be appointed by the Contractor LCIA; 44.7.6 the arbitration proceedings shall take place in this respect London and in the English language; and 44.7.7 the arbitration proceedings shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing governed by, and interpreted in this Article precludes either Party from having a dispute resolved by a court of competent jurisdictionaccordance with, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.English law. In these Conditions:

Dispute Resolution. 14.01 44.1. The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute, such efforts shall involve the escalation of the dispute to the Director of Procurement (or equivalent) of each Party. 44.2. Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of the competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. 44.3. If the dispute cannot be resolved by the Parties pursuant to clause 44.1 the dispute shall be referred to mediation pursuant to the procedure set out in clause 44.5 unless the Parties agree that the dispute is not suitable for resolution by mediation. 44.4. The obligations of the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute occurs to mediation (or arbitration) and the Contractor and the Contractor’s Personnel shall comply fully with the requirements of the Contract at all times. 44.5. The procedure for mediation and consequential provisions relating to mediation are as follows: 44.5.1. a neutral adviser or mediator ("the Mediator") shall be chosen by agreement between the Parties concerning any matter governed by this Agreementor, the disputing Party shall promptly advise the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 If the Parties if they are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, agree upon a Mediator within ten (10) Work DaysWorking Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) Working Days from the date of the complaint proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to the Ministry Representative, which particulars Centre for Effective Dispute Resolution to appoint a Mediator. 44.5.2. the Parties shall include the following: within ten (a10) a detailed description Working Days of the nature appointment of the complaint; (b) Mediator meet with him in order to agree a list programme for the exchange of all relevant information and the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 structure to be adopted for negotiations to be held. If the Province accepts the position of the Contractorconsidered appropriate, the Parties shall enter into an Amending Document may at any stage seek assistance from the Centre for Effective Dispute Resolution or other mediation provider to reflect the Agreementprovide guidance on a suitable procedure. 14.05 If 44.5.3. unless otherwise agreed, all negotiations connected with the Province rejects dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the position rights of the ContractorParties in any future proceedings. 44.5.4. if the Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives. 44.5.5. failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative written opinion. Such an opinion shall proceed be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to mediation with a mutually the Contract without the prior written consent of both Parties. 44.5.6. if the Parties fail to reach agreement in the structured negotiations within sixty (60) Working Days of the Mediator being appointed, or such longer period as may be agreed upon third party. If by the Parties, then any dispute or difference between them may be referred to the courts unless the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed referred to arbitration pursuant to the Commercial Arbitration Actprocedures set out in clause 44.6. 14.06 44.6. Subject to clause 44.2, the Parties shall not institute court proceedings until the procedures set out in clauses 44.1, 44.3 and 44.5 have been completed save that: 44.6.1. The Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause 44.7. 44.6.2. If the matter Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty-one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with the provisions of clause 44.7. 44.6.3. The Contractor may request by notice in writing to the Authority that any dispute is not be referred and resolved promptly by arbitration in accordance with the provisions of clause 44.7, to which the Authority may consent as it sees fit. 44.7. In the event that any arbitration proceedings are commenced pursuant to Section 14.01, clause 44.6: 44.7.1. the Ministry Representative may arbitration shall be governed by the provisions of the Arbitration ▇▇▇ ▇▇▇▇; 44.7.2. the Authority shall give a written notice of arbitration to the Contractor instructions ("the Arbitration Notice") stating: 44.7.2.1. that in his or her opinion are necessary the dispute is referred to provide for the proper performance arbitration; and 44.7.2.2. providing details of the Work issues to be resolved; 44.7.3. the London Court of International Arbitration ("LCIA") procedural rules in force at the date that the dispute was referred to arbitration in accordance with clause 44.7.2 shall be applied and are deemed to prevent delays.be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; 14.07 If 44.7.4. the Contractor receives instructions pursuant tribunal shall consist of a sole arbitrator to Section 14.06be agreed by the Parties; 44.7.5. if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause 44.7.2 or if the person appointed is unable or unwilling to act, the Contractor arbitrator shall act immediately to carry out the Work pursuant to the instructions, but any Work performed be appointed by the Contractor LCIA; 44.7.6. the arbitration proceedings shall take place in this respect London and in the English language; and 44.7.7. the arbitration proceedings shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing governed by, and interpreted in this Article precludes either Party from having a dispute resolved by a court of competent jurisdictionaccordance with, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.English law. In these Conditions:

Dispute Resolution. 14.01 If (i) In the event that a dispute occurs between the Parties concerning any matter governed by this AgreementDisagreement Notice is delivered in accordance with Section 2.3(d), the disputing Party Buyer and ASC shall promptly advise the other Party and the Parties together shall use all reasonable efforts attempt to resolve the dispute informallyobjections set forth therein within 30 days of receipt of such Disagreement Notice. The objections set forth in the Disagreement Notice that are resolved by the Buyer and ASC in accordance with this Section 2.3(e)(i) shall collectively be referred to herein as the “Resolved Objections.” The Final Working Capital Amount and the Final Income Adjustment Amount shall be adjusted to reflect any Resolved Objections. 14.02 (ii) If the Parties Buyer and ASC are unable to resolve all the dispute informallyobjections set forth in the Disagreement Notice within such 30-day period, they shall jointly appoint Ernst & Young (or any other major accounting firm mutually agreed upon by ASC and the Buyer) within five days of the end of such 30-day period (5) Work Daysthe “CPA Firm”). The CPA Firm, acting as experts and not as arbitrators, shall review the objections set forth in the Disagreement Notice that are not Resolved Objections (collectively, the Contractor “Differences”). The CPA Firm shall then give Noticedetermine, based on the requirements set forth in this Section 2.3 and only with respect to Differences submitted to the CPA Firm, whether and to what extent the Final Working Capital Amount and the Final Income Adjustment Amount requires adjustment so as to be calculated in accordance with this Agreement. The CPA Firm shall be instructed to make its determination within ten (10) Work Days, 15 days after its appointment. The fees and disbursements of the complaint to CPA Firm shall be borne by ASC and the Ministry Representative, which particulars shall include the following: (a) a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document Buyer as is appropriate to reflect the Agreement. 14.05 If relative fault of each in connection with the Province rejects disputed items. The Buyer and ASC shall, and the position Buyer shall cause the Companies to, provide to the CPA Firm full cooperation. The CPA Firm’s resolution of the ContractorDifferences shall be conclusive and binding upon the parties, except in the Parties shall proceed to mediation with a mutually agreed upon third partycase of manifest error. If the dispute is not The Differences as resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor CPA Firm in accordance with this respect Section 2.3(e)(ii) shall collectively be referred to herein as the “CPA-Determined Differences.” The Final Working Capital Amount and the Final Income Adjustment Amount shall be without prejudice adjusted to reflect any claim the Contractor may have concerning the disputeCPA-Determined Differences. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 25.1. The Parties will use their best efforts to resolve any disputes arising hereunder without formal litigation. If a dispute occurs between arises out of, or in connection with, this Agreement or the Parties concerning any matter governed by this Agreementperformance, the disputing Party shall promptly advise the other Party validity or enforceability of it and the Parties together do not resolve some or all of the dispute through normal internal discussions, then the Parties shall use follow the procedure set out in this clause: 25.1.1. At first instance, the matter in dispute will be escalated to the most senior officer within each Party; and 25.1.2. At second instance, if the Parties do not resolve some or all reasonable efforts of the issues in dispute within thirty (30) calendar days after the first day that the matter has been escalated at first instance, then the Parties agree to attempt to resolve the dispute informallythrough mediation, in accordance with the Terms of Mediation set out in this Agreement. 14.02 If 25.2. The Parties agree that the representatives selected to participate at all instances in the dispute resolution process will have the authority required to settle the dispute, whether by virtue of the authority of their office, or by virtue of delegated authority. 25.3. Any discussions between the Parties are unable at the first and second instances shall be regarded as “without prejudice” for the purpose of settlement negotiations and shall be treated as confidential by the Parties and their representatives, unless otherwise required by law. However, evidence that is independently admissible or discoverable shall not be rendered inadmissible or non-discoverable by virtue of its use during the negotiations. 25.4. No Party may commence any court proceedings in relation to resolve any dispute arising out of this Agreement until it has attempted to settle the dispute informallyby mediation and either the mediation has terminated or the other Party has failed to participate in the mediation, within five (5) Work Days, provided that the Contractor right to issue proceedings is not prejudiced by a delay. 25.5. The Parties agree that this Section 25 shall then give Notice, within ten (10) Work Days, not prevent Corpay from seeking payment for unsettled Orders through the use of the complaint to the Ministry Representative, which particulars shall include the following: (a) a detailed description of the nature of the complaint; (b) a list of collection agency duly registered in the relevant provisions of province or territory. Should recovery not be successful through the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractorcollection agency process, the Parties shall enter into an Amending Document subsequently attorn to reflect the Agreementprocess set out in this clause 25. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party25.6. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties The Client may, if they both agreeat any time, proceed to arbitration pursuant address a dispute to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01Australian Financial Complaints Authority Limited (“AFCA”) (GPO Box 3, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06Melbourne VIC 3001, the Contractor shall act immediately to carry out the Work pursuant to the instructionsphone: ▇▇▇▇ ▇▇▇ ▇▇▇, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.fax:

Dispute Resolution. 14.01 33.1 The parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with this CONTRACT. 33.2 If the dispute cannot be resolved by the parties pursuant to Condition 33.1, the dispute shall be referred to mediation under the Centre for Dispute Resolution’s Model Mediation Procedure. 33.3 The performance of the PROJECT shall not cease, be suspended or delayed by the referral of a dispute occurs to mediation pursuant to Condition 33.2 and the CONTRACTOR shall and shall procure that its employees, agents and SUB-CONTRACTORs shall comply fully with the requirements of this CONTRACT at all times. 33.4 The procedure for mediation and consequential provisions relating to mediation are as follows: 33.4.1 A neutral adviser or mediator (“the Mediator”) shall be chosen by agreement between the Parties concerning any matter governed by this Agreementparties or, the disputing Party shall promptly advise the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 If the Parties if they are unable to resolve agree upon a Mediator within 14 (fourteen) days after a request by one party to the dispute informallyother, or if the Mediator agreed upon is unable or unwilling to act, either party shall within five 14 (5fourteen) Work Days, days from the Contractor shall then give Notice, within ten (10) Work Days, date of the complaint proposal to appoint a Mediator or within 14 (fourteen) days of notice to either party that they are unable or unwilling to act, apply to the Ministry Representative, which particulars Centre for Dispute Resolution (“CEDR”) to appoint a Mediator. 33.4.2 The parties shall include the following: within 14 (afourteen) a detailed description days of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediatorMediator meet with them in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, then the Parties may, if they both agree, proceed parties may at any stage seek assistance from CEDR to arbitration pursuant to the Commercial Arbitration Actprovide guidance on a suitable procedure. 14.06 If 33.4.3 Unless otherwise agreed, all negotiations connected with the matter in dispute is not resolved promptly pursuant and any settlement agreement relating to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect it shall be conducted in confidence and without prejudice to the rights of the parties in any claim future proceedings. 33.4.4 If the Contractor may have concerning parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the parties once it is signed by their duly authorised representatives. 14.08 Nothing 33.4.5 Failing agreement, either of the parties may invite the Mediator to provide a non-binding but informative opinion in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps writing. Such an opinion shall be taken provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Contract without the prior written consent of both parties. 33.4.6 If the parties fail to reach agreement in the structured negotiations within 60 (sixty) days of the Mediator being appointed, or such longer period as may be agreed by either Party the parties, then any dispute or difference between them may be referred to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completedcourts. 33.4.7 The parties shall bear their own costs, and the costs of the Mediator shall be shared equally by the parties.

Dispute Resolution. 14.01 48.2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the level of either Customer Representative or Supplier Representative (as appropriate). 48.2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. 48.2.3 If the dispute cannot be resolved by the Parties pursuant to clause 48.2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause 48.2.5 unless: 48.2.3.1 the Customer considers that the dispute is not suitable for resolution by mediation; or 48.2.3.2 the Supplier does not agree to mediation. 48.2.4 The obligations of the Parties under the Contract shall not be suspended, cease or be delayed by the reference of a dispute occurs to mediation and the Supplier and the Staff shall comply fully with the requirements of the Contract at all times. 48.2.5 The procedure for mediation is as follows: 48.2.5.1 a neutral adviser or mediator ("the Mediator") shall be chosen by agreement between the Parties concerning any matter governed by this Agreementor, the disputing Party shall promptly advise the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 If the Parties if they are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, agree upon a Mediator within ten (10) Work DaysWorking Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) Working Days from the date of the complaint proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, [apply to the Ministry Representativemediation provider specified in paragraph 11 of the Order Form to appoint a Mediator]/[apply to the Centre for Effective Dispute Resolution (“CEDR”) to appoint a Mediator]; 48.2.5.2 the Parties shall within 10 Working Days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, which particulars the Parties may at any stage seek assistance from the mediation provider specified in paragraph 11 of the Order Form to provide guidance on a suitable procedure; 48.2.5.3 unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall include be conducted in confidence and without prejudice to the followingrights of the Parties in any future proceedings; 48.2.5.4 if the Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives; 48.2.5.5 failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Contract without the prior written consent of both Parties; and 48.2.5.6 if the Parties fail to reach agreement in the structured negotiations within sixty (60) Working Days of the Mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the courts. [□ ] ("the Customer") and [□ ] ("the Supplier") 1. The Order is varied as follows and shall take effect on the date signed by both Parties: [Guidance: Insert details of the Variation] 2. Words and expressions in this Variation shall have the meanings given to them in the Contract. 3. The Contract, including any previous Variations, shall remain effective and unaltered except as amended by this Variation. Signature Date Name in Capitals Address Signature Date Name in Capitals Address In this schedule the following provisions shall have the meanings given to them below: 2.7 of the Order Form and the Security Policy, the occurrence of: (a) a detailed description any unauthorised access to or use of the nature of Services, the complaint;Premises, the Sites, the Supplier System and/or any ICT, information or data (including the Confidential Information and the Customer Data) used by the Customer and/or the Supplier in connection with this Contract; and/or (b) a list the loss and/or unauthorised disclosure of any information or data (including the relevant provisions Confidential Information and the Customer Data), including any copies of the Contract Documents; and (c) an evaluation such information or data, used by the Contractor of Customer and/or the matters Supplier in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation connection with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.Contract;

Dispute Resolution. 14.01 35.1. The Parties shall attempt in good faith to negotiate a settlement of any dispute between them arising out of or in connection with this Framework Agreement within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the Authority Representative and the Supplier Representative. 35.2. Nothing in this Dispute Resolution Procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. 35.3. The obligations of the Parties under this Framework Agreement shall not be suspended, cease or be delayed by the reference of a dispute to mediation or arbitration pursuant to this Clause 35 and the Supplier and Staff shall comply fully with the requirements of this Framework Agreement at all times. 35.4. If the dispute cannot be resolved by the Parties pursuant to Clause 35.1, the Parties shall refer it to mediation pursuant to the procedure set out in Clause 35.5 unless the Authority considers that the dispute is not suitable for resolution by mediation. 35.5. If a dispute occurs is referred to mediation the Parties shall comply with the following provisions: 35.5.1. a mediator shall be chosen by agreement between the Parties concerning any matter governed by this Agreementor, the disputing Party shall promptly advise the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 If the Parties if they are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, agree upon a mediator within ten (10) Work DaysWorking Days after a request by one Party to the other or if the mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) Working Days from the date of the complaint proposal to appoint a mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to the Ministry Representative, which particulars Centre of Effective Dispute resolution (“CEDR”) to appoint a mediator; 35.5.2. the Parties shall include the following: within ten (a10) a detailed description Working Days of the nature appointment of the complaintmediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from the CEDR to provide guidance on a suitable procedure; (b) a list 35.5.3. unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the relevant provisions Parties in any future proceedings; 35.5.4. if the Parties reach agreement on the resolution of the Contract Documentsdispute, the agreement shall be reduced to writing and shall be binding on the Parties with effect from its signature by their duly authorised representatives; 35.5.5. failing agreement, either of the Parties may invite the mediator to provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to this Framework Agreement without the prior written consent of both Parties; and 35.5.6. if the Parties fail to reach agreement in the structured negotiations within sixty (c60) an evaluation Working Days of the mediator being appointed, or such longer period as may be agreed by the Contractor of the matters in disputeParties, then any dispute or difference between them may be referred to arbitration pursuant to Clause 35.6. 14.03 The Province shall, within twenty (20) Work Days of receipt 35.6. If a dispute cannot be resolved by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, Parties pursuant to Clause 35.5 the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed refer it to arbitration pursuant to the Commercial Arbitration Actprocedure set out in Clause 35.7 unless the Authority considers that it is not suitable for resolution by arbitration. 14.06 35.7. If the matter in a dispute is not resolved promptly pursuant referred to Section 14.01arbitration the Parties shall comply with the following provisions: 35.7.1. the arbitration shall be governed by the provisions of the Arbitration Act 1996 and the LCIA procedural rules shall be applied and are deemed to be incorporated into this Framework Agreement (save that in the event of any conflict between those rules and this Framework Agreement, this Framework Agreement shall prevail); 35.7.2. the decision of the arbitrator shall be binding on the Parties (in the absence of any material failure by the arbitrator to comply with the LCIA procedural rules); 35.7.3. the tribunal shall consist of a sole arbitrator to be agreed by the Parties and in the event that the Parties fail to agree the appointment of the arbitrator within ten (10) Working Days or, if the person appointed is unable or unwilling to act, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor arbitrator shall act immediately to carry out the Work pursuant to the instructions, but any Work performed be appointed by the Contractor LCIA; and 35.7.4. the arbitration proceedings shall take place in this respect shall be without prejudice to any claim the Contractor may have concerning the disputeLondon. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 If 21.1 In the event that a dispute occurs between the Parties concerning any matter governed by arises under this Agreement, the disputing Party shall promptly advise parties agree to escalate the other Party and issue as follows: 21.1.1 in the Parties together shall use all reasonable efforts first instance to the individuals in each organisation who have day-to-day operational responsibility for this Agreement; 21.1.2 if these individuals are not able to resolve the dispute informally. 14.02 If the Parties are unable to resolve the dispute informally, any issue within five (5) Work Daysworking days, the Contractor shall then give Notice, within ten (10) Work Days, issue will be escalated to a director of the complaint to the Ministry Representative, which particulars shall include the following: (a) a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documentseach organisation; and 21.1.3 if these individuals are not able to resolve the dispute within five (c5) an evaluation by working days, the Contractor issue will be escalated to the chairman, managing director or CEO of the matters in disputeeach organisation for resolution. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 21.2 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the any dispute is not resolved within fifteen in accordance with the escalation procedure set out in Clause 21.1, the dispute may be referred by either party for mediation in accordance with the Centre for Effective Dispute Resolution (15“CEDR”) Work Days of appointment Model Mediation Procedure. 21.3 To initiate mediation: 21.3.1 either party shall give a written notice (“Mediation Notice”) to the other party requesting a mediation of the dispute and shall send a copy of the Mediation Notice to CEDR to nominate a mediator in the event the parties are unable to agree such appointment by negotiation; and 21.3.2 the mediation shall commence within twenty eight (28) days of the Mediation Notice being served. 21.4 If the parties accept the mediator’s recommendations or otherwise reach agreement on the resolution of the dispute, then such agreement shall be in writing and, once it is signed by their duly authorised representatives, will be final and binding on the Parties mayparties. 21.5 Failing agreement, if they both agree, proceed any of the parties may invite the mediator to arbitration provide a non-binding opinion in writing as to the merits of the dispute and the rights and obligations of the parties. Such opinion will be provided on a without prejudice basis and will be private and confidential to the parties and may not be used in evidence in any proceedings commenced pursuant to the Commercial Arbitration Actterms of the Agreement without the prior written consent of all the parties. 14.06 21.6 If the matter parties fail to reach agreement in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance structured negotiations within thirty (30) days of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06mediator being appointed, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall such a failure will be without prejudice to the right of any claim the Contractor may have concerning party thereafter to pursue any of their rights at law in relation to the dispute. 14.08 21.7 Nothing in this Article precludes Clause 21 shall restrict either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party party’s freedom to initiate commence legal proceedings until after at any time to preserve any legal right or remedy or to prevent the process described in Sections 14.01 through 14.03 has been completedmisuse of any of its Confidential Information or the infringement of its Intellectual Property Rights.

Dispute Resolution. 14.01 If 19.1 In the case of a dispute occurs between Dispute, the Parties concerning shall use reasonable efforts to communicate and cooperate with each other with a view to resolving the dispute and to follow the procedure set out in Clause 19.2 before commencing court proceedings. 19.2 If any matter governed by this Agreement, the disputing dispute arises out of these Terms and Conditions either Party shall promptly advise may serve a notice on the other Party to commence formal resolution of the dispute. Those responsible for the Products and Services for each of NHSBT and the Parties together Purchaser shall use all reasonable efforts have five (5) Operational Days to resolve the dispute informally. 14.02 dispute. If the Parties they are unable to do so the matter will be escalated to the Authorised Representatives of the Parties who shall have five (5) Operational Days to resolve the dispute. If the authorised representatives are unable to do resolve the dispute informally, within five (5) Work Operational Days, the Contractor dispute shall then give Notice, within be escalated to the most senior officer of each Party (or such person as they may delegate) for resolution who will have ten (10) Work Days, of the complaint Operational Days to the Ministry Representative, which particulars shall include the following: (a) a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning resolve the dispute. 14.08 19.3 If the procedure set out in Clause 19.2 of these Terms and Conditions fails to resolve such dispute, the Parties will attempt to settle it by mediation either: (a) with the Centre for Effective Dispute Resolution (“CEDR”); or (b) if agreed in writing by the Parties, with any other alternative mediation organisation, using the respective model procedures of CEDR or such other mediation organisation. 19.4 To initiate mediation a Party shall: 19.4.1 give notice in writing (“Mediation Notice”) to the other Party requesting mediation of the dispute; and 19.4.2 send a copy of the Mediation Notice to CEDR or an equivalent mediation organisation as agreed by the Parties asking them to nominate a mediator if the Parties are not able to agree such appointment by negotiation. 19.5 Neither Party may issue a Mediation Notice until the process set out in Clause 19.2 has been exhausted. 19.6 The mediation shall commence within twenty eight (28) days of the Mediation Notice being served. Neither Party will terminate such mediation until each Party has made its opening presentation and the mediator has met each Party separately for at least one hour or one Party has failed to participate in the mediation process. Neither Party will commence legal proceedings against the other until thirty (30) days after such mediation of the dispute in question has failed to resolve the dispute. Each Party will cooperate with any person appointed as mediator providing them with such information and other assistance as they shall require and will pay their costs, as they shall determine or in the absence of such determination such costs will be shared equally. 19.7 Nothing in this Article precludes these Terms and Conditions shall prevent: 19.7.1 either Party from having a dispute resolved by a taking action in any court in relation to any death or personal injury arising or allegedly arising in connection with negligence of competent jurisdiction, although no steps shall be taken by the other Party; or 19.7.2 either Party seeking from any court any interim or provisional relief that may be necessary to initiate legal proceedings until after protect the process described rights or property of that Party or that relates to the safety of patients and other service users or the security of Confidential Information, pending resolution of the relevant dispute in Sections 14.01 through 14.03 has been completedaccordance with the CEDR or other mediation organisation procedure. 19.8 This Clause 19 shall survive the expiry of earlier termination of these Terms and Conditions for any reason.

Dispute Resolution. 14.01 If 24.1 In the event of a dispute occurs between the Parties concerning any matter governed by arising out of or in connection with this Agreement, the disputing it shall be resolved pursuant to this Clause 24. 24.2 Nothing in this dispute resolution procedure shall prevent a Party shall promptly advise from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. 24.3 The Parties shall each use reasonable endeavours to resolve any dispute by means of a prompt and bona fide discussion between the Authorised Representatives. 24.4 In the event that a dispute is not resolved within five Working Days of any discussion between the Authorised Representatives in accordance with Clause 24.3, it shall be referred to the PCC’s Chief Executive and the Parties together shall use all reasonable efforts Beneficiary’s Chief Executive, to resolve the dispute informallyresolve. 14.02 If the Parties are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Ministry Representative, which particulars shall include the following: (a) a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. 24.5 If the dispute is not resolved within fifteen (15) Work 10 Working Days of escalation of the dispute in accordance with Clause 24.4, the Parties shall refer it to mediation pursuant to the procedure set out in Clause 24.7 unless either Party does not agree to mediation. 24.6 The obligations of the Parties under this Agreement shall not cease or be suspended or delayed by the reference of a dispute to mediation and each Party, its contractors and their officers, employees and agents shall comply fully with the requirements of this Agreement at all times. 24.7 The procedure for mediation and consequential provisions relating to mediation are as follows: 24.7.1 A neutral adviser or mediator (the Mediator) shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within 10 Working Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within 10 Working Days from the date of the proposal to appoint a Mediator or within 10 Working Days of notice to either Party that he is unable or unwilling to act, apply to the Centre for Effective Dispute Resolution to appoint a Mediator. 24.7.2 The Parties shall within 10 Working Days of the appointment of the mediatorMediator meet with the Mediator in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, then the Parties may, if they both agree, proceed may at any stage seek assistance from the Centre for Effective Dispute Resolution to arbitration pursuant to the Commercial Arbitration Actprovide guidance on a suitable procedure. 14.06 If 24.7.3 Unless otherwise agreed, all negotiations connected with the matter in dispute is not resolved promptly pursuant and any settlement agreement relating to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect it shall be conducted in confidence and without prejudice to the rights of the Parties in any claim future proceedings. 24.7.4 If the Contractor may have concerning Parties reach agreement on the resolution of the dispute, the agreement shall be recorded in writing and shall be binding on the Parties once it is signed by their Authorised Representatives. 14.08 Nothing in this Article precludes either Party from having a 24.7.5 If the Parties fail to reach agreement within 60 Working Days of the Mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute resolved by a or difference between them may be referred to the Courts. 24.8 Subject to Clause 24.2, the Parties shall not institute court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described procedures set out in Sections 14.01 through 14.03 has Clauses 24.3, 24.4 and 24.5 have been completed.

Dispute Resolution. 14.01 If 66.1 All disputes under this Contract shall be handled in accordance with this Clause 66. In seeking to resolve a dispute occurs between dispute, the Parties concerning shall act in good faith, including providing such documentation as the respective forum of the dispute may reasonably require. 66.2 Either Party may refer any matter governed by this Agreement, the disputing Party shall promptly advise dispute it may have with the other Party arising out of or in connection with the Contract to the Commercial and the Parties together shall use all reasonable efforts to resolve Contract Management Review Board for review. 66.3 If the dispute informally. 14.02 If cannot be resolved by the Parties are unable Commercial and Contract Management Review Board pursuant to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, Clause 66.2 within ten (10) Work DaysWorking Days of it being referred to them, the matter shall be referred to the Strategic Board for review. 66.4 If the dispute cannot be resolved by the Strategic Board within fifteen (15) Working Days of it being referred to them, the dispute shall be referred to mediation pursuant to the procedure set out in Clause 66.5 unless the Parties agree that the dispute is not suitable for resolution by mediation. 66.5 The procedure for mediation and consequential provisions relating to mediation are as follows: 66.5.1 a neutral adviser or mediator (Mediator) shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within ten (10) Working Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) Working Days from the date of the complaint proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to the Ministry RepresentativeCentre for Effective Dispute Resolution to appoint a Mediator; 66.5.2 the Parties shall within ten (10) Working Days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, which particulars the Parties may at any stage seek assistance from the Centre for Effective Dispute Resolution or other mediation provider to provide guidance on a suitable procedure; 66.5.3 unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall include be conducted in confidence and without prejudice to the followingrights of the Parties in any future proceedings; 66.5.4 if the Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives; 66.5.5 failing agreement, either of the Parties may invite the Mediator to provide a non- binding but informative written opinion. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Contract without the Approval of both Parties; and 66.5.6 if the Parties fail to reach agreement in the structured negotiations within sixty (60) Working Days of the Mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the courts unless the dispute is referred to arbitration pursuant to the procedures set out in Clause 66.6. 66.6 Subject to Clause 66.9, the Parties shall not institute court proceedings until the procedure set out in Clauses 66.2 to 66.5 (inclusive) have been completed save that: (a) 66.6.1 the Authority may at any time before court proceedings are commenced, serve a detailed description of notice on the nature of Supplier requiring the complaintdispute to be referred to and resolved by arbitration in accordance with Clause 66.7; 66.6.2 if the Supplier intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty-one (b21) days following receipt of such notice to serve a list reply on the Supplier requiring the dispute to be referred to and resolved by arbitration in accordance with the provisions of Clause 66.7; and 66.6.3 the relevant Supplier may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with the provisions of Clause 66.7, to which the Authority may consent as it sees fit. 66.7 In the event that any arbitration proceedings are commenced pursuant to Clause 66.6: 66.7.1 the arbitration shall be governed by the provisions of the Contract Documents; andArbitration Act 1996; 66.7.2 the Authority shall give a written notice of arbitration to the Supplier (cArbitration Notice) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the followingstating: (a) that the Province accepts the position of the Contractordispute is referred to arbitration; orand (b) providing details of the issues to be resolved; 66.7.3 the London Court of International Arbitration (LCIA) procedural rules in force at the date that the Province rejects dispute was referred to arbitration in accordance with Clause 66.6 shall be applied and are deemed to be incorporated by reference to the position Contract and the decision of the Contractor. 14.04 If the Province accepts the position of the Contractor, arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; 66.7.4 the tribunal shall enter into an Amending Document consist of a sole arbitrator to reflect be agreed by the Agreement.Parties; 14.05 If the Province rejects the position of the Contractor, 66.7.5 if the Parties shall proceed fail to mediation with a mutually agreed upon third party. If agree the dispute is not resolved within fifteen (15) Work Days of appointment of the mediatorarbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under Clause 66.6 or if the person appointed is unable or unwilling to act, then the arbitrator shall be appointed by the LCIA; 66.7.6 the arbitration proceedings shall take place in London and in the English language; and 66.7.7 the arbitration proceedings shall be governed by, and interpreted in accordance with, English law. 66.8 The obligations of the Parties mayunder the Contract shall not cease, if they both agree, proceed or be suspended or delayed by the reference of a dispute to arbitration pursuant to mediation (or arbitration) and the Commercial Arbitration ActSupplier and the Supplier’s Personnel shall comply fully with the requirements of the Contract at all times. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 66.9 Nothing in this Article precludes either dispute resolution procedure shall prevent the Parties from seeking from any court of the competent jurisdiction an interim order restraining the other Party from having doing any act or compelling the other Party to do any act. 66.10 The Supplier acknowledges that the Authority has procured services from Language Services Suppliers, in respect of the provision of language services. The Supplier agrees that: 66.10.1 in the event the Authority is in dispute with one of the Language Services Suppliers, the Authority may request the Supplier to attend meetings in respect of such dispute from time to time, which the Supplier shall do at its own cost; 66.10.2 following a request from the Authority, acting reasonably, it will use its reasonable endeavours to assist the Authority in resolving any dispute between the Authority and one of the Language Services Suppliers; and 66.10.3 it will not object to one of the Language Services Suppliers becoming a party alongside the Authority to a dispute resolved by a court of competent jurisdiction, although no steps shall it may have with the Supplier and which may be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completedprogressed under this Contract.

Dispute Resolution. 14.01 If ‌ 26.1 The following principles are to be adhered to for any dispute resolution: 26.1.1 The resolution agreement must be in the best interests of the population of Tameside. It must maintain the quality of health and social care provision now and in the future, deliver the best possible outcomes, support innovation where appropriate, make care more cost-effective, and allocate risk fairly. 26.1.2 The resolution agreement must promote transparency and accountability. It should hold the Parties to the Agreement accountable to each other and to patients and citizens, and facilitate the sharing of appropriate information to achieve the ambition of the Care Together Programme. 26.1.3 The Parties must engage constructively with each other within the dispute resolution process when working to reach agreement. 26.2 This dispute resolution process operates in three stages: 26.2.1 The first stage involves advice and / or mediation by the Parties clarifying which points are in dispute and the basis for the dispute for each disputed point. A mediator is to be agreed by the Parties and, in default of such agreement by the Parties, the mediator shall be a dispute occurs person nominated by the Parties. All relevant information should be exchanged between the Parties concerning any matter governed by to ensure that a clear understanding of the disputed points is established as a basis for reaching an agreement cognisant of the above-mentioned principles, to avoid the requirement to enter into the second or third stages. It is expected that this Agreement, the disputing Party shall promptly advise the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 process will be conducted within a two week period. If the Parties are unable reach an agreement, this will be binding upon each Party. 26.2.2 The second stage involves more formal negotiation between the Parties with the aim of reaching a negotiated position that is acceptable to resolve both Parties. This stage will utilise the dispute informally, within five (5) Work Days, information shared during the Contractor shall then give Notice, within ten (10) Work Days, of the complaint stage one process as well as any additional pertinent information. This stage will be facilitated by a mediator to the Ministry Representative, which particulars shall include the following: (a) a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) be nominated by an evaluation arbitration service as agreed by the Contractor of Parties (at this stage the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt mediator is being appointed for the Parties on the basis that the mediation facilitated by the Ministry Representative of the written particulars, give the Contractor self-chosen mediator at stage one was unsuccessful). It is expected that this process will be conducted within a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third partytwo-week period. If the dispute Parties reach an agreement this will be binding upon each Party. It is not resolved within fifteen (15) Work Days of anticipated that both Parties would agree to the appointment of the mediator, then ; in the event that one or both Parties may, if they both agree, proceed to do not agree the nominee a further nominee would be sought from the arbitration pursuant to the Commercial Arbitration Actservice. 14.06 If 26.2.3 The third stage involves formal arbitration that will be affected by means of a mediation panel appointed by the matter in dispute is Tameside Strategic Partnership Committee following nominations by the arbitration service. In the event that one or both Parties do not resolved promptly pursuant to Section 14.01, agree the Ministry Representative may give to nominee’s further nominees would be sought from the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delaysarbitration service. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed 26.3 Each of these panel representatives will not be conflicted by the Contractor disputed points under question, with conflicts of interest defined in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.following categories:

Dispute Resolution. 14.01 14.1 If a dispute occurs arises between the Parties concerning Council and the BID Company in relation to any matter governed by this Agreement, which cannot be resolved either party may refer such dispute to the disputing Party shall promptly advise dispute resolution procedure set out in Clause 14.2 below. 14.2 In the other Party first instance each of the Council and the Parties together BID Company shall use all reasonable efforts arrange for a senior representative to meet solely in order to resolve the matter in dispute. Such meeting(s) shall be minuted and shall be chaired by an independent, objective person as agreed by both parties. In the event that the parties, acting reasonably, are not able to agree the identity of such independent, objective person within 10 working days of the notice of dispute, the parties agree that such meetings shall be jointly chaired by the Chief Executive of the Council and the Chairman of The Harrow BID Company Ltd. Such meeting(s) shall be conducted in such manner and at such venue (including a meeting conducted over the telephone) as to promote a consensual resolution of the dispute informallyin question at the discretion of the chairman. 14.02 14.3 If the Parties are unable meeting(s) referred to in Clause 14.2 does not resolve the matter in question then the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (‘CEDR’) Model Mediation Procedure or any other model mediation procedure as agreed by the parties. In such circumstances the following shall apply: 14.3.1 to initiate a mediation the parties may give notice in writing (a ‘Mediation Notice’) to the other requesting mediation of the dispute and shall send a copy thereof to CEDR or an equivalent mediation organization as agreed by the parties asking them to nominate a mediator; 14.3.2 the mediation shall commence within 28 days of the Mediation Notice being served; 14.3.3 neither party will terminate such mediation until each of them has made its opening presentation and the mediator has met each of them separately for at least one hour. Thereafter paragraph 14 of the Model Mediation Procedure will apply (or the equivalent paragraph of any other model mediation procedure agreed by the parties); 14.3.4 neither party to the mediation will commence legal proceedings against the other until 30 days after such mediation of the dispute in question has failed to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Ministry Representative, which particulars shall include the following: (a) a detailed description of the nature of the complaintdispute; (b) a list 14.3.5 the parties will co-operate with any person appointed as mediator providing him with such information and other assistance as he shall require and will pay his costs, as he shall determine or in the absence of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in disputesuch determination such costs will be shared equally. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 If During any dispute, including a dispute occurs between as to the Parties concerning validity of this Contract, it is agreed that the Supplier shall continue its performance of the provisions of the Contract (unless the Authority requests in writing that the Supplier does not do so). In the case of a dispute arising out of or in connection with this Contract the Supplier and the Authority shall make every reasonable effort to communicate and cooperate with each other with a view to resolving the dispute and follow the procedure set out in Clause 21.5 of this Schedule 2 before commencing court proceedings. If any matter governed by this Agreement, dispute arises out of the disputing Contract either Party shall promptly advise may serve a notice on the other Party and to commence formal resolution of the Parties together dispute. Level 1 of the management levels of the dispute as set out in Clause 5 of the Key Provisions will commence on the date of service of the dispute notice. Respective representatives, as set out in Clause 5 of the Key Provisions, shall use all reasonable efforts have five (5) Business Days at each level to resolve the dispute informally. 14.02 before escalating the matter to the next level as appropriate. If the procedure set out in Clause 21.5 of this Schedule 2 above fails to resolve such dispute, the Parties will attempt to settle it by mediation either: (a) with the Centre for Effective Dispute Resolution (“CEDR”); or (b) if agreed in writing by the Parties, with any other alternative mediation organisation, using the respective model procedures of CEDR or such other mediation organisation. To initiate mediation a Party shall: give notice in writing (“Mediation Notice”) to the other Party requesting mediation of the dispute; and send a copy of the Mediation Notice to CEDR or an equivalent mediation organisation as agreed by the Parties asking them to nominate a mediator if the Parties are unable not able to agree such appointment by negotiation. Neither Party may issue a Mediation Notice until the process set out in Clause 21.5 of this Schedule 2 has been exhausted. The mediation shall commence within twenty eight (28) days of the Mediation Notice being served. Neither Party will terminate such mediation until each Party has made its opening presentation and the mediator has met each Party separately for at least one hour or one Party has failed to participate in the mediation process. Neither Party will commence legal proceedings against the other until thirty (30) days after such mediation of the dispute in question has failed to resolve the dispute informallydispute. The Authority and the Supplier will cooperate with any person appointed as mediator providing them with such information and other assistance as they shall require and will pay their costs, within five (5) Work Days, as they shall determine or in the Contractor absence of such determination such costs will be shared equally. Nothing in this Contract shall then give Notice, within ten (10) Work Days, prevent: the Authority taking action in any court in relation to any death or personal injury arising or allegedly arising in connection with the provision of the complaint Services; or either Party seeking from any court any interim or provisional relief that may be necessary to protect the rights or property of that Party or that relates to the Ministry Representativesafety of patients and other service users or the security of Confidential Information, which particulars shall include the following: (a) a detailed description of the nature of the complaint; (b) a list pending resolution of the relevant provisions dispute in accordance with the CEDR or other mediation organisation procedure. Clause 22 of this Schedule 2 shall survive the expiry of or earlier termination of this Contract Documents; and (c) an evaluation by the Contractor of the matters in disputefor any reason. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 44.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute, such efforts shall involve the escalation of the dispute to the Director of Procurement (or equivalent) of each Party. 44.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of the competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. 44.3 If the dispute cannot be resolved by the Parties pursuant to clause 44.1 the dispute shall be referred to mediation pursuant to the procedure set out in clause 44.5 unless the Parties agree that the dispute is not suitable for resolution by mediation. 44.4 The obligations of the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute occurs to mediation (or arbitration) and the Contractor and the Contractor’s Personnel shall comply fully with the requirements of the Contract at all times. 44.5 The procedure for mediation and consequential provisions relating to mediation are as follows: 44.5.1 a neutral adviser or mediator ("the Mediator") shall be chosen by agreement between the Parties concerning any matter governed by this Agreementor, the disputing Party shall promptly advise the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 If the Parties if they are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, agree upon a Mediator within ten (10) Work DaysWorking Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) Working Days from the date of the complaint proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to the Ministry Representative, which particulars Centre for Effective Dispute Resolution to appoint a Mediator. 44.5.2 the Parties shall include the following: within ten (a10) a detailed description Working Days of the nature appointment of the complaint; (b) Mediator meet with him in order to agree a list programme for the exchange of all relevant information and the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 structure to be adopted for negotiations to be held. If the Province accepts the position of the Contractorconsidered appropriate, the Parties shall enter into an Amending Document may at any stage seek assistance from the Centre for Effective Dispute Resolution or other mediation provider to reflect the Agreementprovide guidance on a suitable procedure. 14.05 44.5.3 Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings. 44.5.4 If the Province rejects Parties reach agreement on the position resolution of the Contractordispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives. 44.5.5 Failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative written opinion. Such an opinion shall proceed be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to mediation with a mutually the Contract without the prior written consent of both Parties. 44.5.6 if the Parties fail to reach agreement in the structured negotiations within sixty (60) Working Days of the Mediator being appointed, or such longer period as may be agreed upon third party. If by the Parties, then any dispute or difference between them may be referred to the courts unless the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed referred to arbitration pursuant to the Commercial Arbitration Actprocedures set out in clause 44.6. 14.06 44.6 Subject to clause 44.2, the Parties shall not institute court proceedings until the procedures set out in clauses 44.1, 44.3 and 44.5 have been completed save that: 44.6.1 The Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause 44.7. 44.6.2 If the matter Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty-one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with the provisions of clause 44.7. 44.6.3 The Contractor may request by notice in writing to the Authority that any dispute is not be referred and resolved promptly by arbitration in accordance with the provisions of clause 44.7, to which the Authority may consent as it sees fit. 44.7 In the event that any arbitration proceedings are commenced pursuant to Section 14.01, clause 44.6: 44.7.1 The arbitration shall be governed by the Ministry Representative may provisions of the Arbitration Act 1996; 44.7.2 The Authority shall give a written notice of arbitration to the Contractor instructions that in his or her opinion are necessary ("the Arbitration Notice") stating: 44.7.2.1 That the dispute is referred to provide for the proper performance arbitration; and 44.7.2.2 Providing details of the Work issues to be resolved; 44.7.3 the London Court of International Arbitration ("LCIA") procedural rules in force at the date that the dispute was referred to arbitration in accordance with clause 44.7.2 shall be applied and are deemed to prevent delays.be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; 14.07 If 44.7.4 The tribunal shall consist of a sole arbitrator to be agreed by the Contractor receives instructions pursuant Parties; 44.7.5 if the Parties fail to Section 14.06agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause 44.7.2 or if the person appointed is unable or unwilling to act, the Contractor arbitrator shall act immediately to carry out the Work pursuant to the instructions, but any Work performed be appointed by the Contractor LCIA; 44.7.6 The arbitration proceedings shall take place in this respect London and in the English language; and 44.7.7 The arbitration proceedings shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing governed by, and interpreted in this Article precludes either Party from having a dispute resolved by a court of competent jurisdictionaccordance with, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.English law. In these Conditions:

Dispute Resolution. 14.01 If The parties agree that any controversy other than a dispute occurs between claim for injunctive relief (“Dispute”) arising out of this Agreement shall be resolved in accordance with the Parties concerning following procedures. A Dispute may include, without limitation, any matter governed claim with respect to either party’s obligations or its performance, failure to perform, adequacy of performance or good faith exercise of its rights under the Agreement. The parties shall endeavor in good faith to promptly, reasonably, and equitably settle all Disputes on an informal basis in the normal course of business. All Disputes which the parties cannot so settle in the normal course of business shall be negotiated and mediated in accordance with this Section. Either party (the “initiating party”) may commence a negotiation of a Dispute (“Negotiation”) by this Agreementserving on the other party (the “responding party”) a written statement of the nature and substance of the Dispute, a brief summary of its position with respect to the Dispute, its justifications therefor, and its proposal for resolution of the Dispute. Within ten (10) days, the disputing Party responding party shall promptly advise prepare and serve on the other Party initiating party a written statement of its position in response. These position papers may be served in accordance with the notice provisions of this Agreement to the authorized representatives of the parties (“Executives”). Within fourteen (14) days of exchanging position papers, the parties shall conduct a face-to-face or telephonic meeting of the Executives and appropriate members of their respective management teams with knowledge of the Parties together shall use all reasonable efforts matters underlying the Dispute and full authority to resolve the dispute informally. 14.02 Dispute. If the Parties are unable Executives cannot agree to resolve a resolution of the dispute informally, Dispute within five (5) Work Daysdays thereafter, they may continue discussions or either party may invoke the Contractor shall then give Notice, within ten mediation procedures set forth hereafter by giving notice to the other party. Either party may invoke non-binding mediation (10“Mediation”) Work Days, upon conclusion of the complaint Negotiation procedures described above by serving a notice of mediation on the other party and proposing a mediator. The other party shall respond within five (5) business days advising as to whether the proposed mediator is acceptable and, if not, proposing an alternative mediator. If the parties cannot agree within an additional two (2) business days to an acceptable mediator, then on the second business day after delivery of the other party’s response, each party shall concurrently deliver to the Ministry Representativeother by an overnight delivery service of general commercial use and acceptance (such as Airborne, which particulars shall include the following: (a) a detailed description of the nature of the complaint; (bUPS, or Federal Express) a list of five proposed mediators in order of preference. The Person ranking highest on the relevant provisions two lists (measured by a total point system of 5 points for the first choice on each list, 4 points for the second choice on each list, etc.) shall be designated the mediator unless such Person refuses the designation, in which event the next highest ranking Person shall be designated the mediator. If no Person appears on both lists, or no Person who appears on both lists accepts the designation, and the parties cannot within five (5) additional days agree to a mediator, the parties shall each then designate a Person (“designee”) who shall together decide on and confirm appointment of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third partymediator. If the dispute designees are unable to agree, the designees shall apply to the Center for Public Resources to appoint a mediator in accordance with its Model Procedure for Mediation of Business Disputes as then in effect. The Person so appointed (the “Mediator”) shall be compensated at an hourly rate (or an alternative compensation arrangement) to be agreed upon between the parties and the Mediator prior to appointment. The parties shall each pay one half the Mediator’s fee and expenses. Each party shall prepare a written statement of the Dispute and its position, a summary of the prior negotiations, and a final proposal of settlement. Within fifteen (15) days of appointment of the Mediator, the parties shall submit such statement to the Mediator, together with such supporting or evidentiary materials or other matter as the parties deem appropriate to the Dispute. Concurrently, the parties shall deliver a copy of all submitted materials to the other party. Any further submissions shall be made only with the prior consent of the Mediator and all submissions shall be copies to the other party. No “discovery” or other proceeding shall be conducted except as directed by the Mediator. The Mediator may, at his option, hold hearings or conduct interviews, discussions, or negotiation sessions with any Person or entity, which he believes to be relevant to the Dispute. The Mediator may in his discretion conduct such interviews or discussions unilaterally or with the parties present. The Mediation shall be generally conducted in accordance with the Model Procedures for Mediation of Business Disputes as then in effect, or pursuant to such other procedures as the parties may agree. The parties shall endeavor to assist the Mediator in concluding the Mediation within a reasonable time, with a target of not later than thirty (30) days after initial submission of materials to the Mediator. At any time, after the parties have engaged in reasonable mediation activity, the Mediator may declare the Mediation to be terminated, and either party may elect to terminate the Mediation at any time by giving notice to the other party and the Mediator, if the Dispute is not resolved within fifteen ninety (1590) Work Days of days after the appointment of the mediatorMediator. If, then upon termination of the Parties mayMediation, if they the Dispute remains unresolved, both agreeparties shall reserve all rights to seek a judicial resolution of the Dispute in accordance with applicable law, proceed except as otherwise restricted by this Agreement, and to arbitration pursuant receive their costs and reasonable attorneys fees in a prevailing action. The resolution of any Dispute shall not constitute an amendment to the Commercial Arbitration ActAgreement or a waiver or modification of either party’s rights. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 28.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Framework Agreement within 20 Working Days of either Party notifying the other of the dispute. If a necessary such efforts shall involve the escalation of the dispute occurs between to the finance director (or equivalent) of the Contractor and the Authority’s Head of Procurement. 28.2 Nothing in this dispute resolution procedure shall prevent the Parties concerning from seeking from any matter governed by this Agreement, court of the disputing Party shall promptly advise competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. 28.3 If the dispute cannot be resolved by the Parties pursuant to clause 28.1 the dispute shall be referred to mediation pursuant to the procedure set out in clause 28.5 unless the Authority considers that the dispute is not suitable for resolution by mediation or the Contractor does not agree to mediation. 28.4 The performance of the Framework Agreement shall not be suspended, cease or be delayed by the reference of a dispute to mediation and the Parties together Contractor (and its employees, consultants, agents or sub-contractors) shall use comply fully with the requirements of the Framework Agreement at all reasonable efforts to resolve the dispute informallytimes. 14.02 28.5 The procedure for mediation is as follows: 28.5.1 a neutral adviser or mediator (“the Mediator”) shall be chosen by agreement between the Parties. If the Parties they are unable to resolve agree upon a Mediator within 10 Working Days after a nomination of a Mediator by one Party to the dispute informallyother or if the Mediator agreed upon is unable or unwilling to act, either Party shall within five 10 Working Days from the date of the nomination or within 10 Working Days of discovering that the nominated Mediator is unable or unwilling to act, apply to the Centre for Effective Dispute Resolution (5“CEDR”) Work Daysto appoint a Mediator. 28.5.2 The Parties shall within 10 Working Days of the appointment of the Mediator meet with the appointed Mediator in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint Parties may at any stage seek assistance from CEDR to the Ministry Representative, which particulars shall include the following: (a) provide guidance on a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in disputesuitable procedure. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, 28.5.3 Unless otherwise agreed in writing, of one all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence, save that details of the following: (a) that settlement may be given to any Central Government department without the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position permission of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to the rights of the Parties in any claim future proceedings. 28.5.4 If the Contractor may have concerning Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives. 14.08 Nothing 28.5.5 Failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative opinion in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps writing. Such an opinion shall be taken provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Contract without the prior written consent of both Parties. 28.5.6 If the Parties fail to reach agreement in the structured negotiations within 45 Working Days of the Mediator being appointed, or such longer period as may be agreed by either Party the Parties in writing, then any dispute or difference between them may be referred to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completedCourts.

Dispute Resolution. 14.01 20.1 The Parties shall attempt in good faith to resolve any dispute between them arising out of the Contract within 10 Working Days of either Party notifying the other of the dispute and such efforts shall include the escalation of the dispute to the Supplier’s [insert title] and the Authority’s commercial director. 20.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. 20.3 If the dispute cannot be resolved by the Parties pursuant to Clause 20.1 the Parties shall refer it to mediation pursuant to the procedure set out in Clauses 20.5 to 20.10. 20.4 The obligations of the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute occurs to mediation and the Supplier and Staff shall comply fully with the requirements of the Contract at all times. 20.5 A neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the Parties concerning any matter governed or, if they are unable to agree a Mediator within 10 Working Days after a request by this Agreementone Party or if the chosen Mediator is unable to act, the disputing either Party shall promptly advise within 10 Working Days from the other date of the proposal to appoint a Mediator or within 10 Working Days of notice to either Party that he is unable or unwilling to act, apply to the Centre for Effective Dispute Resolution to appoint a Mediator. 20.6 The Parties shall, within 10 Working Days of the appointment of the Mediator, meet the Mediator to agree a programme for the disclosure of information and the structure to be adopted for negotiations. The Parties together shall use may at any stage seek assistance from the Centre for Effective Dispute Resolution to provide guidance on a suitable procedure. 20.7 Unless otherwise agreed, all reasonable efforts to resolve negotiations connected with the dispute informallyand any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings. 14.02 20.8 If the Parties are unable reach agreement on the resolution of the dispute, the agreement shall be recorded in writing and shall be binding on the Parties once it is signed by their duly authorised representatives. 20.9 Failing agreement, either of the Parties may invite the Mediator to resolve provide a non-binding but informative written opinion. Such opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Contract without the prior written consent of both Parties. 20.10 If the Parties fail to reach agreement within 60 Working Days of the Mediator being appointed, or such longer period as may be agreed by the Parties, then the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint may be referred to the Ministry Representative, which particulars shall include the following: (a) a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in disputeCourts. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor20.11 Subject to Clause 20.2, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a institute court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described procedures set out in Sections 14.01 through 14.03 has Clauses 20.1 and 20.5 to 20.10 have been completed.

Dispute Resolution. 14.01 If I 2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute occurs between them arising out of or in connection with the Contract within 30 days of either Party notifying the other of the dispute such efforts shall involve the escalation of the dispute to the Director of Finance (or equivalent) of each Party. I 2.2 Nothing in this dispute resolution procedure shall prevent the Parties concerning from seeking from any matter governed by this Agreement, court of the disputing Party shall promptly advise competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other party to do any act. I 2.3 If the dispute cannot be resolved by the Parties pursuant to Clause I 2.1 the dispute shall be referred to mediation pursuant to the procedure set out in sub clause I 2.5 unless (a) the Client considers that the dispute is not suitable for resolution by mediation; or (b) the Contractor does not agree to mediation. I 2.4 The performance of the Contract shall not be suspended, cease or be delayed by the reference of a dispute to mediation and the Parties together Contractor (or employee, agent, supplier or sub-contractor) shall use comply fully with the requirements of the Contract at all reasonable efforts to resolve the dispute informallytimes. 14.02 If the Parties I 2.5 The procedure for mediation and consequential provisions relating to mediation are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Ministry Representative, which particulars shall include the followingas follows: (a) A neutral adviser or mediator (“the Mediator”) shall be chosen by agreement between the Parties or, if they are unable to agree upon a detailed description Mediator within 14 days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within 14 days from the date of the nature proposal to appoint a Mediator or within 14 days of notice to either Party that he is unable or unwilling to act, apply to the complaint;Law Society of Northern Ireland to appoint a Mediator. (b) a list The Parties shall within 14 days of the relevant provisions appointment of the Contract Documents; andMediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from LSNI to provide guidance on a suitable procedure. (c) Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings. (d) If the Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives. (e) Failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an evaluation opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Contract without the prior written consent of both Parties. (f) If the Parties fail to reach agreement in the structured negotiations within 60 days of the Mediator being appointed, or such longer period as may be agreed by the Contractor of Parties, then any dispute or difference between them may be referred to the matters Courts unless the dispute is referred to arbitration pursuant to the procedures set out in dispute. 14.03 The Province shallclause I 2.6 I 2.6 Subject to clause I 2.2, within twenty (20) Work Days of receipt by the Ministry Representative of Parties shall not institute court proceedings until the written particulars, give the Contractor a decision, procedures set out in writing, of one of the followingclauses I 2.3 and I 2.5 have been completed save that: (a) that the Province accepts Client may at any time before court proceedings are commenced, serve a notice on the position Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with the provisions of the Contractor; orclause I 2.7. (b) that if the Province rejects Contractor intends to commence court proceedings, it shall serve written notice on the position Client of its intentions and the ContractorClient shall have 21 days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with the provisions of clause I 2.7. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15c) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning request by notice in writing to the dispute. 14.08 Nothing in this Article precludes either Party from having a Client that any dispute be referred and resolved by a court arbitration in accordance with the provisions of competent jurisdictionclause I 2.7, although no steps shall be taken by either Party to initiate legal proceedings until after which the process described Client may in Sections 14.01 through 14.03 has been completedits discretion consent as it sees fit.

Dispute Resolution. 14.01 47.1. The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract by use of the following escalation procedure: AUTHORITY CONTRACTOR Level 1 Level 2 47.2. If the dispute cannot be resolved by the Parties pursuant to Condition 47.1 (Dispute Resolution), the dispute may, by agreement between the Parties, be referred to mediation pursuant to Condition 47.4 (Dispute Resolution). 47.3. The performance of the Services shall not cease or be delayed by the reference of a dispute occurs between the Parties concerning any matter governed by this Agreement, the disputing Party shall promptly advise the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informallymediation pursuant to Condition 47.2 (Dispute Resolution). 14.02 If the Parties 47.4. The procedure for mediation and consequential provisions relating to mediation are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Ministry Representative, which particulars shall include the followingas follows: (a) a detailed description If the dispute or difference is not resolved pursuant to the escalation procedure set out above, either Party may (within fourteen (14) days of the nature of last meeting pursuant to the complaint;escalation procedure), before resorting to litigation, propose to the other in writing that the dispute be settled by mediation in accordance with the Centre for Effective Dispute Resolution (“CEDR”) Model Mediation Procedure (the “Model Procedure”). (b) To initiate mediation, a list Party must give notice in writing (an “ADR Notice”) to the other Party requesting mediation in accordance with the Model Procedure. A copy of the relevant provisions of the Contract Documents; andADR Notice should be sent to CEDR. (c) an evaluation by If there is any point on the Contractor conduct of the matters in dispute. 14.03 The Province shall, within twenty mediation (20) Work Days of receipt by including as to the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment nomination of the mediator, then ) upon which the Parties maycannot agree within fourteen (14) days from the date of the ADR Notice, if they both agreeCEDR will, proceed to arbitration pursuant to at the Commercial Arbitration Actrequest of any Party, decide that point for the Parties, having consulted with them. 14.06 If (d) Mediation will commence no later than twenty-eight (28) days after the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance date of the Work and to prevent delaysADR Notice. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 44.1 The Supplier shall ensure that it puts in place and maintains throughout the Term clearly defined policies and procedures (including escalation procedures) for dealing with Complaints raised by Contracting Bodies. Copies of such policies and procedures shall be promptly provided to the Authority upon request. The Supplier's implementation of its complaints procedures may be monitored by the Authority to ensure an effective and timely response to each Complaint raised by a Contracting Body. The Supplier shall ensure that the progress of each Complaint is checked and followed up to ensure satisfactory resolution, as confirmed by the Contracting Body's representative. 44.2 The Parties shall attempt in good faith to negotiate a settlement of any dispute between them arising out of or in connection with this Framework Agreement within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the Authority Representative and the Supplier Representative. 44.3 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. 44.4 The obligations of the Parties under this Framework Agreement shall not be suspended, cease or be delayed by the reference of a dispute to mediation or arbitration pursuant to this Clause 44 and the Supplier and its employees, personnel and associates shall comply fully with the requirements of this Framework Agreement at all times. 44.5 If the dispute cannot be resolved by the Parties pursuant to Clause 44.2 above, the Parties shall refer it to mediation pursuant to the procedure set out in Clause 44.6 below unless the Authority considers that the dispute is not suitable for resolution by mediation. 44.6 If a dispute occurs is referred to mediation the parties shall comply with the following provisions: 44.6.1 a neutral adviser or mediator ("the Mediator") shall be chosen by agreement between the Parties concerning any matter governed by this Agreementor, the disputing Party shall promptly advise the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 If the Parties if they are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, agree upon a Mediator within ten (10) Work DaysWorking Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) Working Days from the date of the complaint proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to the Ministry Representative, which particulars CEDR to appoint a Mediator; 44.6.2 the Parties shall include the following: within ten (a10) a detailed description Working Days of the nature appointment of the complaintMediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from the CEDR to provide guidance on a suitable procedure; (b) a list 44.6.3 unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the relevant provisions Parties in any future proceedings; 44.6.4 if the Parties reach agreement on the resolution of the Contract Documentsdispute, the agreement shall be reduced to writing and shall be binding on the Parties with effect from its signature by their duly authorised representatives; 44.6.5 failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to this Framework Agreement without the prior written consent of both Parties; and 44.6.6 if the Parties fail to reach agreement in the structured negotiations within sixty (c60) an evaluation Working Days of the Mediator being appointed, or such longer period as may be agreed by the Contractor of the matters in disputeParties, then any dispute or difference between them may be referred to arbitration pursuant to Clause 44.7 below. 14.03 The Province shall, within twenty (20) Work Days of receipt 44.7 If a dispute cannot be resolved by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, Parties pursuant to Clause 44.6 above the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed refer it to arbitration pursuant to the Commercial Arbitration Actprocedure set out in Clause 44.8 unless the Authority considers that it is not suitable for resolution by arbitration. 14.06 44.8 If the matter in a dispute is not resolved promptly pursuant referred to Section 14.01arbitration the Parties shall comply with the following provisions: 44.8.1 the arbitration shall be governed by the provisions of the Arbitration ▇▇▇ ▇▇▇▇ and the LCIA procedural rules shall be applied and are deemed to be incorporated into this Framework Agreement (save that in the event of any conflict between those rules and this Framework Agreement, this Framework Agreement shall prevail); 44.8.2 the decision of the arbitrator shall be binding on the Parties (in the absence of any material failure by the arbitrator to comply with the LCIA procedural rules); 44.8.3 the tribunal shall consist of a sole arbitrator to be agreed by the Parties and in the event that the Parties fail to agree the appointment of the arbitrator within 10 Working Days or, if the person appointed is unable or unwilling to act, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor arbitrator shall act immediately to carry out the Work pursuant to the instructions, but any Work performed be appointed by the Contractor LCIA; and 44.8.4 the arbitration proceedings shall take place in this respect shall be without prejudice to any claim the Contractor may have concerning the disputeLondon. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 If During any dispute, including a dispute occurs between as to the Parties concerning validity of this Contract, it is agreed that the Supplier shall continue its performance of the provisions of the Contract (unless the Authority requests in writing that the Supplier does not do so). In the case of a dispute arising out of or in connection with this Contract the Supplier and the Authority shall make every reasonable effort to communicate and cooperate with each other with a view to resolving the dispute and follow the procedure set out in Clause 1.5 of this Schedule 2 before commencing court proceedings. If any matter governed by this Agreement, dispute arises out of the disputing Contract either Party shall promptly advise may serve a notice on the other Party and to commence formal resolution of the Parties together dispute. Level 1 of the management levels of the dispute as set out in Clause 5 of the Key Provisions will commence on the date of service of the dispute notice. Respective representatives, as set out in Clause 5 of the Key Provisions, shall use all reasonable efforts have five (5) Business Days at each level to resolve the dispute informally. 14.02 before escalating the matter to the next level as appropriate. If the procedure set out in Clause 1.5 of this Schedule 2 above fails to resolve such dispute, the Parties will attempt to settle it by mediation either: (a) with the Centre for Effective Dispute Resolution (“CEDR”); or (b) if agreed in writing by the Parties, with any other alternative mediation organisation, using the respective model procedures of CEDR or such other mediation organisation. To initiate mediation a Party shall: give notice in writing (“Mediation Notice”) to the other Party requesting mediation of the dispute; and send a copy of the Mediation Notice to CEDR or an equivalent mediation organisation as agreed by the Parties asking them to nominate a mediator if the Parties are unable not able to agree such appointment by negotiation. Neither Party may issue a Mediation Notice until the process set out in Clause 1.5 of this Schedule 2 has been exhausted. The mediation shall commence within twenty eight (28) days of the Mediation Notice being served. Neither Party will terminate such mediation until each Party has made its opening presentation and the mediator has met each Party separately for at least one hour or one Party has failed to participate in the mediation process. Neither Party will commence legal proceedings against the other until thirty (30) days after such mediation of the dispute in question has failed to resolve the dispute informallydispute. The Authority and the Supplier will cooperate with any person appointed as mediator providing them with such information and other assistance as they shall require and will pay their costs, within five (5) Work Days, as they shall determine or in the Contractor absence of such determination such costs will be shared equally. Nothing in this Contract shall then give Notice, within ten (10) Work Days, prevent: the Authority taking action in any court in relation to any death or personal injury arising or allegedly arising in connection with the provision of the complaint Services; or either Party seeking from any court any interim or provisional relief that may be necessary to protect the rights or property of that Party or that relates to the Ministry Representativesafety of patients and other service users or the security of Confidential Information, which particulars shall include the following: (a) a detailed description of the nature of the complaint; (b) a list pending resolution of the relevant provisions dispute in accordance with the CEDR or other mediation organisation procedure. Clause 44 of this Schedule 2 shall survive the expiry of or earlier termination of this Contract Documents; and (c) an evaluation by the Contractor of the matters in disputefor any reason. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 44.1. The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute, such efforts shall involve the escalation of the dispute to the Director of Procurement (or equivalent) of each Party. 44.2. Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of the competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. 44.3. If the dispute cannot be resolved by the Parties pursuant to clause 44.1 the dispute shall be referred to mediation pursuant to the procedure set out in clause 44.5 unless the Parties agree that the dispute is not suitable for resolution by mediation. 44.4. The obligations of the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute occurs to mediation (or arbitration) and the Contractor and the Contractor’s Personnel shall comply fully with the requirements of the Contract at all times. 44.5. The procedure for mediation and consequential provisions relating to mediation are as follows: 44.5.1. a neutral adviser or mediator ("the Mediator") shall be chosen by agreement between the Parties concerning any matter governed by this Agreementor, the disputing Party shall promptly advise the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 If the Parties if they are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, agree upon a Mediator within ten (10) Work DaysWorking Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) Working Days from the date of the complaint proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to the Ministry Representative, which particulars Centre for Effective Dispute Resolution to appoint a Mediator. 44.5.2. the Parties shall include the following: within ten (a10) a detailed description Working Days of the nature appointment of the complaint; (b) Mediator meet with him in order to agree a list programme for the exchange of all relevant information and the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 structure to be adopted for negotiations to be held. If the Province accepts the position of the Contractorconsidered appropriate, the Parties shall enter into an Amending Document may at any stage seek assistance from the Centre for Effective Dispute Resolution or other mediation provider to reflect the Agreementprovide guidance on a suitable procedure. 14.05 If 44.5.3. unless otherwise agreed, all negotiations connected with the Province rejects dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the position rights of the ContractorParties in any future proceedings. 44.5.4. if the Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives. 44.5.5. failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative written opinion. Such an opinion shall proceed be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to mediation with a mutually the Contract without the prior written consent of both Parties. 44.5.6. if the Parties fail to reach agreement in the structured negotiations within sixty (60) Working Days of the Mediator being appointed, or such longer period as may be agreed upon third party. If by the Parties, then any dispute or difference between them may be referred to the courts unless the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed referred to arbitration pursuant to the Commercial Arbitration Actprocedures set out in clause 44.6. 14.06 44.6. Subject to clause 44.2, the Parties shall not institute court proceedings until the procedures set out in clauses 44.1, 44.3 and 44.5 have been completed save that: 44.6.1. The Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause 44.7. 44.6.2. If the matter Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty-one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with the provisions of clause 44.7. 44.6.3. The Contractor may request by notice in writing to the Authority that any dispute is not be referred and resolved promptly by arbitration in accordance with the provisions of clause 44.7, to which the Authority may consent as it sees fit. 44.7. In the event that any arbitration proceedings are commenced pursuant to Section 14.01, clause 44.6: 44.7.1. the Ministry Representative may arbitration shall be governed by the provisions of the Arbitration Act 1996; 44.7.2. the Authority shall give a written notice of arbitration to the Contractor instructions ("the Arbitration Notice") stating: 44.7.2.1. that in his or her opinion are necessary the dispute is referred to provide for the proper performance arbitration; and 44.7.2.2. providing details of the Work issues to be resolved; 44.7.3. the London Court of International Arbitration ("LCIA") procedural rules in force at the date that the dispute was referred to arbitration in accordance with clause 44.7.2 shall be applied and are deemed to prevent delays.be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; 14.07 If 44.7.4. the Contractor receives instructions pursuant tribunal shall consist of a sole arbitrator to Section 14.06be agreed by the Parties; 44.7.5. if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause 44.7.2 or if the person appointed is unable or unwilling to act, the Contractor arbitrator shall act immediately to carry out the Work pursuant to the instructions, but any Work performed be appointed by the Contractor LCIA; 44.7.6. the arbitration proceedings shall take place in this respect London and in the English language; and 44.7.7. the arbitration proceedings shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing governed by, and interpreted in this Article precludes either Party from having a dispute resolved by a court of competent jurisdictionaccordance with, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.English law. A1. Definitions and Interpretations In these Conditions:

Dispute Resolution. 14.01 During any Dispute, including a Dispute as to the validity of this Contract, it is agreed that the Supplier shall continue its performance of the provisions of the Contract (unless the Authority requests in writing that the Supplier does not do so). In the case of a Dispute arising out of or in connection with this Contract the Supplier and the Authority shall make every reasonable effort to communicate and cooperate with each other with a view to resolving the Dispute and follow the procedure set out in Clause 22.3 of this Schedule 2 of these Call-off Terms and Conditions as the first stage in the Dispute Resolution Procedure. If any Dispute arises out of the Contract either Party may serve a dispute occurs between the Parties concerning any matter governed by this Agreement, the disputing Party shall promptly advise notice on the other Party and to commence formal resolution of the Dispute. The Parties together shall use all reasonable efforts first seek to resolve the dispute informally. 14.02 If Dispute by escalation in accordance with the Parties are unable management levels as set out in Clause 5 of the Key Provisions. Respective representatives at each level, as set out in Clause 5 of the Key Provisions, shall have five (5) Business Days at each level during which they will use their reasonable endeavours to resolve the dispute informallyDispute before escalating the matter to the next level until all levels have been exhausted. Level 1 will commence on the date of service of the Dispute Notice. The final level of the escalation process shall be deemed exhausted on the expiry of five (5) Business Days following escalation to that level unless otherwise agreed by the Parties in writing. If the procedure set out in Clause 22.3 of this Schedule 2 of these Call-off Terms and Conditions above has been exhausted and fails to resolve such Dispute, as part of the Dispute Resolution Procedure, the Parties will attempt to settle it by mediation. The Parties shall, acting reasonably, attempt to agree upon a mediator. In the event that the Parties fail to agree a mediator within five (5) Work DaysBusiness Days following the exhaustion of all levels of the escalation procedure at Clause 22.3 of this Schedule 2 of these Call-off Terms and Conditions, the Contractor mediator shall then give Noticebe nominated and confirmed by the Centre for Effective Dispute Resolution, London. The mediation shall commence within ten twenty eight (1028) Work Days, days of the complaint confirmation of the mediator in accordance with Clause 22.4 of this Schedule 2 of these Call-off Terms and Conditions or at such other time as may be agreed by the Parties in writing. Neither Party will terminate such mediation process until each Party has made its opening presentation and the mediator has met each Party separately for at least one hour or one Party has failed to participate in the mediation process. After this time, either Party may terminate the mediation process by notification to the Ministry Representativeother party (such notification may be verbal provided that it is followed up by written confirmation). The Authority and the Supplier will cooperate with any person appointed as mediator providing them with such information and other assistance as they shall require and will pay their costs, which particulars as they shall include determine or in the following: (a) a detailed description absence of such determination such costs will be shared equally. Nothing in this Contract shall prevent: the Authority taking action in any court in relation to any death or personal injury arising or allegedly arising in connection with the provision of the nature Services; either Party seeking from any court any interim or provisional relief that may be necessary to protect the rights or property of that Party or that relates to the complaint; (b) a list safety of patients and other service users or the security of Confidential Information, pending resolution of the relevant provisions Dispute in accordance with the Dispute Resolution Procedure; or the Authority publishing information regarding Disputes in compliance with its obligations under the Procurement Act 2023. Clause 22 of this Schedule 2 of these Call-off Terms and Conditions shall survive the expiry of or earlier termination of this Contract Documents; and (c) an evaluation by the Contractor of the matters in disputefor any reason. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 If 11.2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute occurs between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to those persons named in Clause 2.3 (Notices). 11.2.2 Nothing in this dispute resolution procedure shall prevent the Parties concerning from seeking from any matter governed by this Agreement, the disputing Party shall promptly advise court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. 11.2.3 If the dispute cannot be resolved by the Parties pursuant to Clause 11.2.1 the Parties shall refer it to mediation pursuant to the procedure set out in Clause 11.2.5 unless (a) the Authority considers that the dispute is not suitable for resolution by mediation; or (b) the Supplier does not agree to mediation. 11.2.4 The obligations of the Parties under the Contract shall not be suspended, cease or be delayed by the reference of a dispute to mediation (or arbitration) and the Parties together Supplier and the Staff shall use comply fully with the requirements of the Contract at all reasonable efforts to resolve the dispute informallytimes. 14.02 If the Parties 11.2.5 The procedure for mediation and consequential provisions relating to mediation are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Ministry Representative, which particulars shall include the followingas follows: (a) a detailed description neutral adviser or mediator (“the Mediator”) shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within ten (10) Working Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) Working Days from the date of the nature proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to the complaint;Centre for Effective Dispute Resolution (“CEDR”) to appoint a Mediator. (b) a list The Parties shall within ten (10) Working Days of the relevant provisions appointment of the Contract Documents; andMediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from CEDR to provide guidance on a suitable procedure. (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shallUnless otherwise agreed, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation all negotiations connected with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed and any settlement agreement relating to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect it shall be conducted in confidence and without prejudice to the rights of the Parties in any claim future proceedings. (d) If the Contractor may have concerning Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives. 14.08 Nothing (e) Failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative opinion in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps writing. Such an opinion shall be taken provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Contract without the prior written consent of both Parties. (f) If the Parties fail to reach agreement in the structured negotiations within sixty (60) Working Days of the Mediator being appointed, or such longer period as may be agreed by either Party the Parties, then any dispute or difference between them may be referred to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completedCourts.

Dispute Resolution. 14.01 If 9.1 For the purposes of this dispute resolution mechanism, a dispute occurs is defined as any controversy, claim, or disagreement arising out of the interpretation or implementation of this Agreement and which is formally raised in accordance with section 9.2 by any of the parties for dispute settlement. 9.2 Should a dispute arise during the implementation of this Agreement despite close cooperation between the Parties concerning any matter governed by this AgreementParties, the disputing Party shall promptly advise Parties will seek to settle the dispute out of court before resorting to legal proceedings. The dispute resolution mechanism is initiated when one of the Parties sends a written notice to the other Party and specifying the Parties together subject of the dispute as well as the issue(s) to be resolved. 9.3 After receipt of the written notice, the Liaison Committee shall use all reasonable efforts hold a meeting within ten (10) days, or within another delay determined by the Liaison Committee, in order to seek an amicable solution to the dispute. If it deems it necessary to resolve the dispute informallydispute, the Liaison Committee may hold more than one meeting, agree to extend a deadline for a specific consultation and accommodation process, to further document the issue, or to consult an expert to enlighten it on these issues. The cost related to the consultation of an expert shall be agreed upon and shared equally between the Parties. 14.02 9.4 The Liaison Committee, after having held at least one meeting to resolve the dispute, may seek the help of an independent and unbiased third party mediator. The mediation process is not binding to the Parties. A party can put an end to the mediation process at any time by giving a five (5) days written notice to the other party. 9.5 If the Parties are decide to refer the dispute to mediation, each Party shall assume their own mediation expenses. The costs related to the mediation process, including the fees and expenses of the mediator and experts, shall be agreed upon and shared equally between the Parties. 9.6 Should the Liaison Committee be unable to resolve the dispute informallyor to appoint a mediator, within each of the Parties shall appoint a representative with sufficient authority to jointly seek to reach an amicable solution. In the case of Québec, the representative shall be a manager from each ministry involved. For the Mi’gmaq, except in cases identified in section 3.2, the representative shall be the Executive director of MMS. Each representative may appoint any other person required given the circumstances. 10.1 This Agreement shall come into force thirty (30) days after the date of the last signature (the “Date of entry into force”). 10.2 The term of this Agreement is five (5) Work Daysyears after the Date of entry into force, renewable for further five (5) year periods upon written consent from both Parties. Six (6) months before the ending of this Agreement, Québec sends a written notice to MMS reminding it of its expiry date. 10.3 Either Party may terminate this Agreement by providing the other Party with six (6) weeks written notice. 10.4 A Mi’gmaq community may withdraw from this Agreement even if not all the communities want to withdraw. To do so the community must send a six (6) weeks written notice to the other parties. In such a case, the Contractor shall then give Notice, within ten (10) Work Days, of Agreement will not automatically be terminated and the complaint remaining parties will meet to assess whether the Ministry Representative, which particulars shall include Agreement should be terminated or continued. In the following: (a) a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractorlatter case, the Parties parties shall enter into an Amending Document review the Agreement in order to reflect propose amendments, as the case may be, to allow for the continuation of the Agreement. 14.05 If 10.5 The legal effects arising from sections 5.2 and 12.3 shall continue to apply and remain in force despite the Province rejects the position end of this Agreement, regardless of the Contractor, termination of this Agreement and the Parties shall proceed to mediation cause thereof. 10.6 This Agreement may be amended at any time with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment written consent of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration ActParties. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 37.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Framework Agreement within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to [those persons identified in Clause 35 above]. 37.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. 37.3 If the dispute cannot be resolved by the Parties pursuant to Clause 37.1 the Parties shall refer it to mediation pursuant to the procedure set out in Clause 37.5 unless:- 37.3.1 the Authority considers that the dispute is not suitable for resolution by mediation; or 37.3.2 the Provider does not agree to mediation. 37.4 The obligations of the Parties under the Framework Agreement shall not be suspended, cease or be delayed by the reference of a dispute occurs to mediation and the Provider and its employees, personnel and associates shall comply fully with the requirements of the Framework Agreement at all times. 37.5 The procedure for mediation and consequential provisions relating to mediation are as follows:- 37.5.1 a neutral adviser or mediator ("the Mediator") shall be chosen by agreement between the Parties concerning any matter governed by this Agreementor, the disputing Party shall promptly advise the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 If the Parties if they are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, agree upon a Mediator within ten (10) Work DaysWorking Days after a request by one Party to the other to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) Working Days from the date of the complaint proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to The Centre for Effective Dispute Resolution (CEDR) to appoint a Mediator; 37.5.2 the Parties shall within ten (10) Working Days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from The Centre for Effective Dispute Resolution (CEDR) to provide guidance on a suitable procedure; 37.5.3 unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the Ministry Representative, which particulars shall include the following: (a) a detailed description rights of the nature Parties in any future proceedings; 37.5.4 if the Parties reach agreement on the resolution of the complaintdispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives; (b) a list 37.5.5 failing agreement, either of the relevant provisions Parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to this Framework Agreement without the prior written consent of the Contract Documentsboth Parties; and 37.5.6 if the Parties fail to reach agreement in the structured negotiations within sixty (c60) an evaluation Working Days of the Mediator being appointed, or such longer period as may be agreed by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediatorParties, then the Parties may, if they both agree, proceed to arbitration pursuant any dispute or difference between them may be referred to the Commercial Arbitration Actcourts. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 25.1 The parties shall in good faith attempt to negotiate a settlement to any dispute between them arising out of or in connection with the Contract. 25.2 If a any such dispute occurs cannot be resolved in accordance with Condition 25.1, the dispute may, by agreement between the Parties concerning relevant parties, be referred to mediation in accordance with Condition 25.3 25.3 The procedure for any matter governed such mediation shall be as follows: 25.3.1 A neutral person (“the Mediator”) shall be chosen by this Agreementagreement between the relevant parties, alternatively, any party may within fourteen (14) days from the disputing Party shall promptly advise date of the other Party and proposal to appoint a mediator, or within fourteen (14) days of notice to any party that the Parties together shall use all reasonable efforts chosen mediator is unable or unwilling to resolve act, apply to the dispute informallyCentre for Dispute Resolution (“CEDR”) to appoint a mediator. 14.02 If the Parties are unable to resolve the dispute informally, 25.3.2 The relevant parties shall within five fourteen (514) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, days of the complaint to the Ministry Representative, which particulars shall include the following: (a) a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediatorMediator meet with him or her to agree a timetable for the exchange of all relevant and necessary information and the procedure to be adopted for the mediation. If appropriate, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Actrelevant parties may at any stage seek from CEDR guidance on a suitable procedure. 14.06 If 25.3.3 Unless otherwise agreed, all negotiations and proceedings in the matter mediation connected with the dispute shall be conducted in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work strict confidence and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to the rights of the relevant parties in any claim future proceedings. 25.3.4 If the Contractor may have concerning relevant parties reach agreement on the resolution of the dispute, that agreement shall be reduced to writing and shall be binding upon the relevant parties. 14.08 Nothing 25.3.5 Failing agreement, any relevant party may invite the Mediator to provide a non-binding but informative opinion in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps writing. Such opinion shall be taken by either Party provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to initiate legal the dispute without the prior written consent of the relevant parties. 25.4 For a period of sixty (60) days from the date of the appointment of the Mediator, or such other period as the relevant parties may agree, none of the parties to the dispute may commence any proceedings until after in relation to the process described in Sections 14.01 through 14.03 has been completedmatters referred to the Mediator.

Dispute Resolution. 14.01 If 63.1. The Parties shall attempt in good faith to negotiate a settlement to any dispute occurs between them arising out of or in connection with the Agreement within 20 Working Days of either Party notifying the other of the dispute such efforts shall involve the escalation of the dispute to the finance director (or equivalent) of each Party. 63.2. Nothing in this dispute resolution procedure shall prevent the Parties concerning from seeking from any matter governed by this Agreement, court of the disputing Party shall promptly advise competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. 63.3. If the dispute cannot be resolved by the Parties pursuant to clause 63.1 the dispute shall be referred to mediation pursuant to the procedure set out in clause 63.5 unless (a) the Authority considers that the dispute is not suitable for resolution by mediation; or (b) the Contractor does not agree to mediation. 63.4. The performance of the Agreement shall not be suspended, cease or be delayed by the reference of a dispute to mediation and the Parties together Contractor (or employee, agent, supplier or sub- contractor) shall use comply fully with the requirements of the Agreement at all reasonable efforts to resolve the dispute informallytimes. 14.02 If the Parties 63.5. The procedure for mediation and consequential provisions relating to mediation are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Ministry Representative, which particulars shall include the followingas follows: (a) a detailed description neutral adviser or mediator (“the Mediator”) shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within 10 Working Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within 10 Working Days from the date of the nature proposal to appoint a Mediator or within 10 Working Days of notice to either Party that he is unable or unwilling to act, apply to the complaint;Centre for Effective Dispute Resolution (“CEDR”) to appoint a Mediator. (b) a list The Parties shall within 10 Working Days of the relevant provisions appointment of the Contract Documents; andMediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from CEDR to provide guidance on a suitable procedure. (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shallUnless otherwise agreed, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation all negotiations connected with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed and any settlement agreement relating to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect it shall be conducted in confidence and without prejudice to the rights of the Parties in any claim future proceedings. (d) If the Contractor may have concerning Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives. 14.08 Nothing (e) Failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative opinion in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps writing. Such an opinion shall be taken provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Agreement without the prior written consent of both Parties. (f) If the Parties fail to reach agreement in the structured negotiations within 60 Working Days of the Mediator being appointed, or such longer period as may be agreed by either Party the Parties, then any dispute or difference between them may be referred to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completedCourts. THIS CONTRACT is made on 02 November 2021 and shall expire on 01st November 2022.

Dispute Resolution. 14.01 18.01 If a dispute occurs between the Parties concerning any matter governed by this Agreement, the disputing Party shall promptly advise the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 18.02 If the Parties are unable to resolve the dispute informally, within five (5) Work Days, the Contractor Recipient shall then give Notice, within ten (10) Work Days, of the complaint to the Ministry Representative, which particulars shall include the following: (a) a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor Recipient of the matters in dispute. 14.03 18.03 The Province Administrator shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor Recipient a decision, in writing, of one of the following: (a) that the Province accepts the position of the ContractorRecipient; or (b) that the Province rejects the position of the ContractorRecipient. 14.04 18.04 If the Province Administrator accepts the position of the ContractorRecipient, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 18.05 If the Province Administrator rejects the position of the ContractorRecipient, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 18.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01section 18.01, the Ministry Representative may give to the Contractor Recipient instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 18.07 If the Contractor Recipient receives instructions pursuant to Section 14.06section 18.06, the Contractor Recipient shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor Recipient in this respect shall be without prejudice to any claim the Contractor Recipient may have concerning the dispute. 14.08 18.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 sections 18.01 through 14.03 18.03 has been completed.

Dispute Resolution. 14.01 If I2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute occurs between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the procurement director (or equivalent) of each Party. I2.2 Nothing in this dispute resolution procedure shall prevent the Parties concerning from seeking from any matter governed by this Agreement, the disputing Party shall promptly advise court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I2.3 If the dispute cannot be resolved by the Parties pursuant to clause I2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I2.5 unless (a) the Client considers that the dispute is not suitable for resolution by mediation; or (b) the Contractor does not agree to mediation. I2.4 The obligations of the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and the Parties together Contractor and the Staff shall use comply fully with the requirements of the Contract at all reasonable efforts to resolve the dispute informallytimes. 14.02 If the Parties I2.5 The procedure for mediation and consequential provisions relating to mediation are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Ministry Representative, which particulars shall include the followingas follows: (a) a detailed description neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within 10 Working Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within 10 Working Days from the date of the nature proposal to appoint a Mediator or within 10 Working Days of notice to either Party that he is unable or unwilling to act, apply to [the Centre for Effective Dispute Resolution or other mediation provider] to appoint a Mediator. (b) The Parties shall within 10 Working Days of the complaintappointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from [the Centre for Effective Dispute Resolution or other mediation provider] to provide guidance on a suitable procedure. (c) Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings. (d) If the Parties reach agreement on the resolution of the dispute, the agreement shall be recorded in writing and shall be binding on the Parties once it is signed by their duly authorised representatives. (e) Failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative written opinion. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Contract without the prior written consent of both Parties. (f) If the Parties fail to reach agreement in the structured negotiations within 60 Working Days of the Mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the Courts unless the dispute is referred to arbitration pursuant to the procedures set out in clause I2.6. I2.6 Subject to clause I2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I2.1 and I2.3 have been completed save that: (a) the Client may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I2.7. (b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Client of its intentions and the Client shall have 21 days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I2.7. (c) the Contractor may request by notice in writing to the Client that any dispute be referred and resolved by arbitration in accordance with clause I2.7, to which the Client may consent as it sees fit. I2.7 In the event that any arbitration proceedings are commenced pursuant to clause I2.6: (a) the arbitration shall be governed by the provisions of the Arbitration Act 1996; (b) the Client shall give a list written notice of arbitration to the relevant provisions of Contractor (the Contract Documents“Arbitration Notice”) stating: (i) that the dispute is referred to arbitration; and (ii) providing details of the issues to be resolved; (c) an evaluation the London Court of International Arbitration (“LCIA”) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I2.7(b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; (d) the tribunal shall consist of a sole arbitrator to be agreed by the Contractor Parties; (e) if the Parties fail to agree the appointment of the matters in dispute. 14.03 The Province shall, arbitrator within twenty (20) Work Days 10 days of receipt the Arbitration Notice being issued by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or Client under clause I2.7 (b) that or if the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractorperson appointed is unable or unwilling to act, the Parties arbitrator shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed be appointed by the Contractor LCIA; (f) the arbitration proceedings shall take place in this respect London and in the English language; and (g) the arbitration proceedings shall be without prejudice to any claim the Contractor may have concerning the disputegoverned by, and interpreted in accordance with, English law. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 The Parties shall attempt in good faith to negotiate a settlement of any dispute between them arising out of or in connection with this Framework Agreement within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the Authority’s Representative and the Supplier’s Representative. Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. The obligations of the Parties under this Framework Agreement shall not be suspended, cease or be delayed by the reference of a dispute to mediation or arbitration pursuant to this Clause 46 (Dispute Resolution) and the Supplier and Supplier’s Staff, personnel and associates shall comply fully with the requirements of this Framework Agreement at all times. If the dispute cannot be resolved by the Parties pursuant to Clause 46.1 above, the Parties shall refer it to mediation pursuant to the procedure set out in Clause 46.5 below unless the Authority considers that the dispute is not suitable for resolution by mediation. If a dispute occurs is referred to mediation the Parties shall comply with the following provisions: a neutral adviser or mediator ("the Mediator") shall be chosen by agreement between the Parties concerning any matter governed by this Agreementor, the disputing Party shall promptly advise the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 If the Parties if they are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, agree upon a Mediator within ten (10) Work DaysWorking Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) Working Days from the date of the complaint proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to the Ministry Representative, which particulars CEDR to appoint a Mediator; the Parties shall include the following: within ten (a10) a detailed description Working Days of the nature appointment of the complaint; (b) Mediator meet with him in order to agree a list programme for the exchange of all relevant information and the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 structure to be adopted for negotiations to be held. If the Province accepts the position of the Contractorconsidered appropriate, the Parties may at any stage seek assistance from the CEDR to provide guidance on a suitable procedure; unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall enter into an Amending Document be conducted in confidence and without prejudice to reflect the Agreement. 14.05 If the Province rejects the position rights of the ContractorParties in any future proceedings; if the Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties with effect from its signature by their duly authorised representatives; failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to this Framework Agreement without the prior written consent of both Parties; and if the Parties fail to reach agreement in the structured negotiations within sixty (60) Working Days of the Mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to arbitration pursuant to Clause 46.6 below. If a dispute cannot be resolved by the Parties pursuant to Clause 46.5 above the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed refer it to arbitration pursuant to the Commercial Arbitration Act. 14.06 procedure set out in Clause 46.7 unless the Authority considers that it is not suitable for resolution by arbitration. If the matter in a dispute is not resolved promptly pursuant referred to Section 14.01arbitration the Parties shall comply with the following provisions: the arbitration shall be governed by the provisions of the Arbitration Act 1996 and the LCIA procedural rules shall be applied and are deemed to be incorporated into this Framework Agreement (save that in the event of any conflict between those rules and this Framework Agreement, this Framework Agreement shall prevail); the decision of the arbitrator shall be binding on the Parties (in the absence of any material failure by the arbitrator to comply with the LCIA procedural rules); the tribunal shall consist of a sole arbitrator to be agreed by the Parties and in the event that the Parties fail to agree the appointment of the arbitrator within ten (10) Working Days or, if the person appointed is unable or unwilling to act, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor arbitrator shall act immediately to carry out the Work pursuant to the instructions, but any Work performed be appointed by the Contractor LCIA; and the arbitration proceedings shall take place in this respect shall be without prejudice to any claim the Contractor may have concerning the disputeLondon. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the level of representative of each Party specified in the Letter of Appointment. Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. If the dispute cannot be resolved by the Parties pursuant to Clause 23.2.1, the Parties shall refer it to mediation pursuant to the procedure set out in Clause 23.2.5 unless: the Customer considers that the dispute is not suitable for resolution by mediation; or the Supplier does not agree to mediation. The obligations of the Parties under the Contract shall not be suspended, cease or be delayed by the reference of a dispute occurs to mediation and the Supplier and the Supplier’s Staff shall comply fully with the requirements of the Contract at all times. The procedure for mediation is as follows: a neutral adviser or mediator (the “Contract Mediator") shall be chosen by agreement between the Parties concerning any matter governed by this Agreementor, the disputing Party shall promptly advise the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 If the Parties if they are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, agree upon a Contract Mediator within ten (10) Work DaysWorking Days after a request by one Party to the other or if the Contract Mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) Working Days from the date of the complaint proposal to appoint a Contract Mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to the Ministry Representative, which particulars CEDR to appoint a Contract Mediator; the Parties shall include the following: within ten (a10) a detailed description Working Days of the nature of the complaint; (b) a list of the relevant provisions appointment of the Contract Documents; and (c) an evaluation by Mediator meet with him in order to agree a programme for the Contractor exchange of all relevant information and the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 structure to be adopted for negotiations to be held. If the Province accepts the position of the Contractorconsidered appropriate, the Parties shall enter into an Amending Document may at any stage seek assistance from the CEDR to reflect the Agreement. 14.05 If the Province rejects the position of the Contractorprovide guidance on a suitable procedure; unless otherwise agreed, the Parties shall proceed to mediation all negotiations connected with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed and any settlement agreement relating to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect it shall be conducted in confidence and without prejudice to the rights of the Parties in any claim future proceedings; if the Contractor may have concerning Parties reach agreement on the resolution of the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps the agreement shall be taken reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives; failing agreement, either Party of the Parties may invite the Contract Mediator to initiate legal provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings until after relating to the process described Contract without the prior written consent of both Parties; and if the Parties fail to reach agreement in Sections 14.01 through 14.03 has been completedthe structured negotiations within sixty (60) Working Days of the Contract Mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the courts.

Dispute Resolution. 14.01 (a) Subject to securing injunctive relief pursuant to Section 11, the Parties agree that all Disputes shall be resolved only as set forth in this Section 14.5. Notwithstanding anything to the contrary in this Section 14.5, in the event that a Party reasonably requires relief on a more expedited basis than would be possible pursuant to the procedure set forth in this Section 14.5, in the event that a Party reasonably requires relief on a more expedited basis than would be possible pursuant to the procedure set forth in this Section 14.5, such Party may seek a temporary injunction or other interim equitable relief in a court of competent jurisdiction pending the ability of the arbitrators to review the decision under this Section 14.5. (b) The Parties agree that, subject to securing injunctive relief pursuant to Section 11 or as provided in Section 14.5(a) above, the Parties shall attempt to resolve any Dispute through good faith negotiation and discussion, including through the participation of their respective members of the Project Steering Committee. If a dispute occurs between Party believes that the Dispute has not been resolved within ***** after it was submitted (either in writing or through discussion among the Project Steering Committee members) to the Project Steering Committee, any Party may send a written Notice of Dispute to the Chairman of the Project Steering Committee, specifying therein the nature of the Dispute and the relief requested, and requesting that the Senior Officers of the Parties concerning meet to attempt to resolve the Dispute. The Chairman of the Project Steering Committee shall promptly forward the Notice of Dispute to the Senior Officers of the Parties. The Senior Officers shall diligently attempt to resolve the referred Dispute by mutual consent of the Parties, including, without limitation, by means of an in-person meeting. In the event that the Senior Officers are unable to resolve any matter governed by this AgreementDispute within ***** from the date that the Notice of Dispute was delivered to the Chairman of the Project Steering Committee, either Party shall be free to file a notice of arbitration with respect to the Dispute pursuant to Section 14.5(c). (c) Subject to Section 11 and 14.5(a), if the Parties are unable to resolve any Dispute through the procedures described in Section 14.5(b) above, the disputing Dispute shall, at the request of either Party to the Dispute, be finally settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”)*****. (d) The arbitration panel shall promptly advise consist of ***** arbitrators, each of whom must have *****, who shall each be nominated, appointed and confirmed by the International Court of Arbitration of the International Chamber of Commerce in Paris, France (the “ICC Court”) in accordance with the ICC Rules (other Party than Article 8 of the ICC Rules). The ▇▇▇ ▇▇▇▇▇ shall appoint one of the arbitrators as the presiding arbitrator. The place of arbitration shall be Washington D.C., and the language of the arbitration shall be English. (e) Without limiting the ICC Rules, the Parties together and the arbitrators shall use all reasonable efforts to resolve ensure that the dispute informallyterms of reference for the Dispute have been agreed upon and signed as soon as practicable and in any event within two (2) months after the Dispute was referred to the ICC. ***** (l) The arbitrators shall issue the award (including grounds and reasoning) in writing no later than ***** following the conclusion of the last arbitration hearing, unless otherwise agreed by the Parties. 14.02 If (m) The Parties shall use reasonable efforts to conclude the arbitration hearings within ***** following the confirmation of the arbitration panel. (n) The Parties specifically agree that the arbitrators shall be empowered to award injunctive or other equitable relief (including, but not limited to interim relief) should they see fit. The award of the arbitrators shall be final and binding on the Parties are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Ministry Representative, which particulars shall include the following: (a) a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters and may be enforced in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction. (p) Provided the Agreement has not terminated and unless their continued performance would be likely to cause them irreparable harm, although no steps the Parties covenant to continue performance under the Agreement in accordance with the terms hereof, pending the final resolution of the Dispute, and without limiting the foregoing shall be taken by either Party to initiate legal proceedings until after continue their participation in the process described cooperation and Project Steering Committee provided for in Sections 14.01 through 14.03 has been completed.this Agreement. (q) *****

Dispute Resolution. 14.01 During any Dispute, including a Dispute as to the validity of this Contract, it is agreed that the Supplier shall continue its performance of the provisions of the Contract (unless the Authority requests in writing that the Supplier does not do so). In the case of a Dispute arising out of or in connection with this Contract the Supplier and the Authority shall make every reasonable effort to communicate and cooperate with each other with a view to resolving the Dispute and follow the procedure set out in Clause 22.3 of this Schedule 2 of these Call-off Terms and Conditions as the first stage in the Dispute Resolution Procedure. If any Dispute arises out of the Contract either Party may serve a dispute occurs between the Parties concerning any matter governed by this Agreement, the disputing Party shall promptly advise notice on the other Party and to commence formal resolution of the Dispute. The Parties together shall use all reasonable efforts first seek to resolve the dispute informally. 14.02 If Dispute by escalation in accordance with the Parties are unable management levels as set out in Clause 5 of the Key Provisions. Respective representatives at each level, as set out in Clause 5 of the Key Provisions, shall have five (5) Business Days at each level during which they will use their reasonable endeavours to resolve the dispute informallyDispute before escalating the matter to the next level until all levels have been exhausted. Level 1 will commence on the date of service of the Dispute Notice. The final level of the escalation process shall be deemed exhausted on the expiry of five (5) Business Days following escalation to that level unless otherwise agreed by the Parties in writing. If the procedure set out in Clause 22.3 of this Schedule 2of these Call-off Terms and Conditions above has been exhausted and fails to resolve such Dispute, as part of the Dispute Resolution Procedure, the Parties will attempt to settle it by mediation. The Parties shall, acting reasonably, attempt to agree upon a mediator. In the event that the Parties fail to agree a mediator within five (5) Work DaysBusiness Days following the exhaustion of all levels of the escalation procedure at Clause 22.3 of this Schedule 2 of these Call-off Terms and Conditions, the Contractor mediator shall then give Noticebe nominated and confirmed by the Centre for Effective Dispute Resolution, London. The mediation shall commence within ten twenty eight (1028) Work Days, days of the complaint confirmation of the mediator in accordance with Clause 22.4 of this Schedule 2 of these Call-off Terms and Conditions or at such other time as may be agreed by the Parties in writing. Neither Party will terminate such mediation process until each Party has made its opening presentation and the mediator has met each Party separately for at least one hour or one Party has failed to participate in the mediation process. After this time, either Party may terminate the mediation process by notification to the Ministry Representativeother party (such notification may be verbal provided that it is followed up by written confirmation). The Authority and the Supplier will cooperate with any person appointed as mediator providing them with such information and other assistance as they shall require and will pay their costs, which particulars as they shall include determine, or in the following: (a) a detailed description absence of such determination such costs will be shared equally. Nothing in this Contract shall prevent: the Authority taking action in any court in relation to any death or personal injury arising or allegedly arising in connection with the supply of the nature Goods and/or the provision of the complaint; (b) a list Services; or either Party seeking from any court any interim or provisional relief that may be necessary to protect the rights or property of that Party or that relates to the safety of patients and other service users or the security of Confidential Information, pending resolution of the relevant provisions Dispute in accordance with the Dispute Resolution Procedure. Clause 22 of this Schedule 2 of these Call-off Terms and Conditions shall survive the expiry of or earlier termination of this Contract Documents; and (c) an evaluation by the Contractor of the matters in disputefor any reason. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 If 64.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute occurs between them arising out of or in connection with the Agreement within 20 Working Days of either Party notifying the other of the dispute such efforts shall involve the escalation of the dispute to the managing director (or equivalent) of each Party. 64.2 Nothing in this dispute resolution procedure shall prevent the Parties concerning from seeking from any matter governed by this Agreement, court of the disputing Party shall promptly advise competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. 64.3 If the dispute cannot be resolved by the Parties pursuant to clause 64.1 the dispute shall be referred to mediation pursuant to the procedure set out in clause 64.5 unless (a) the Authority reasonably considers that the dispute is not suitable for resolution by mediation; or (b) the Contractor does not agree to mediation. 64.4 The performance of the Agreement shall not be suspended, cease or be delayed by the reference of a dispute to mediation and the Parties together Contractor (or employee, agent, supplier or sub-contractor) shall use comply fully with the requirements of the Agreement at all reasonable efforts to resolve the dispute informallytimes. 14.02 If the Parties 64.5 The procedure for mediation and consequential provisions relating to mediation are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Ministry Representative, which particulars shall include the followingas follows: (a) a detailed description neutral adviser or mediator (“the Mediator”) shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within 10 Working Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within 10 Working Days from the date of the nature proposal to appoint a Mediator or within 10 Working Days of notice to either Party that he is unable or unwilling to act, apply to the President for the time being of the complaint;Chartered Institute of Arbitrators or a person appointed by him to appoint a Mediator. (b) a list The Parties shall within 10 Working Days of the relevant provisions appointment of the Contract Documents; andMediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from [specify relevant mediation provider] to provide guidance on a suitable procedure. (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shallUnless otherwise agreed, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation all negotiations connected with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed and any settlement agreement relating to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect it shall be conducted in confidence and without prejudice to the rights of the Parties in any claim future proceedings. (d) If the Contractor may have concerning Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives. 14.08 Nothing (e) Failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative opinion in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps writing. Such an opinion shall be taken provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Agreement without the prior written consent of both Parties. (f) If the Parties fail to reach agreement in the structured negotiations within 60 Working Days of the Mediator being appointed, or such longer period as may be agreed by either Party the Parties, then any dispute or difference between them may be referred to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completedCourts.

Dispute Resolution. 14.01 43.1 The Parties shall attempt in good faith to negotiate a settlement of any dispute between them arising out of or in connection with this Framework Agreement within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the Authority Representative and the Supplier Representative. 43.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. 43.3 The obligations of the Parties under this Framework Agreement shall not be suspended, cease or be delayed by the reference of a dispute to mediation or arbitration pursuant to this Clause 43 and the Supplier and Supplier Staff, personnel and associates shall comply fully with the requirements of this Framework Agreement at all times. 43.4 If the dispute cannot be resolved by the Parties pursuant to Clause 43.1, the Parties shall refer it to mediation pursuant to the procedure set out in Clause 43.5 unless the Authority considers that the dispute is not suitable for resolution by mediation. 43.5 If a dispute occurs is referred to mediation the Parties shall comply with the following provisions: 43.5.1 a neutral adviser or mediator (the “Mediator") shall be chosen by agreement between the Parties concerning any matter governed by this Agreementor, the disputing Party shall promptly advise the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 If the Parties if they are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, agree upon a Mediator within ten (10) Work DaysWorking Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) Working Days from the date of the complaint proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party that the Mediator is unable or unwilling to act, apply to the Ministry Representative, which particulars CEDR to appoint a Mediator; 43.5.2 the Parties shall include the following: within ten (a10) a detailed description Working Days of the nature appointment of the complaintMediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from the CEDR to provide guidance on a suitable procedure; (b) a list 43.5.3 unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the relevant provisions Parties in any future proceedings; 43.5.4 if the Parties reach agreement on the resolution of the Contract Documentsdispute, the agreement shall be reduced to writing and shall be binding on the Parties with effect from its signature by their duly authorised representatives; 43.5.5 if the Parties fail to reach an agreement on the resolution of the dispute, either of the Parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to this Framework Agreement without the prior written consent of both Parties; and 43.5.6 if the Parties fail to reach agreement in the structured negotiations within sixty (c60) an evaluation Working Days of the Mediator being appointed, or such longer period as may be agreed by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediatorParties, then the Parties may, if they both agree, proceed any dispute or difference between them may be referred to arbitration pursuant to the Commercial Arbitration ActClause 43.6. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 If 1) The Municipalities are committed to resolving any disputes in a dispute occurs between the Parties concerning any matter governed by this Agreementnon-adversarial, the disputing Party informal and cost-efficient manner. 2) The Municipalities shall promptly advise the other Party and the Parties together shall use make all reasonable efforts to resolve all disputes by negotiation and agree to provide, without prejudice, open and timely disclosure of relevant facts, information and documents to facilitate negotiations. 3) In the event of a dispute, the Municipalities agree that they shall undertake a process to promote the resolution of the dispute informallyin the following order: a. negotiation; b. mediation; and c. binding arbitration. 14.02 4) If any dispute arises between the Municipalities regarding the interpretation, implementation or application of this Framework or any contravention or alleged contravention of this Framework, the dispute will be resolved through the binding Dispute Resolution Process outlined herein. 5) If the Parties are unable Dispute Resolution Process is invoked, the Municipalities shall continue to perform their obligations described in this Framework until such time as the Dispute Resolution Process is complete. 6) Despite F(4), where an existing intermunicipal agreement has a binding dispute resolution process included in the agreement, the existing intermunicipal agreement shall be used instead of the dispute resolution outlined in this Framework. 7) A party shall give written notice (“Dispute Notice”) to the other party of a dispute and outline in reasonable detail the relevant information concerning the dispute. Within thirty (30) days following receipt of the Dispute Notice, the Intermunicipal Committee shall meet and attempt to resolve the dispute informallythrough discussion and negotiation, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint unless a time extension is mutually agreed to the Ministry Representative, which particulars shall include the following: (a) a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third partyCAOs. If the dispute is not resolved within fifteen sixty (1560) Work Days days of the Dispute Notice being issued, the negotiation shall be deemed to have failed. 8) If the Municipalities cannot resolve the dispute through negotiation within the prescribed time period, then the dispute shall be referred to mediation. 9) Either party shall be entitled to provide the other party with a written notice (“Mediation Notice”) specifying: a. The subject matters remaining in dispute, and the details of the matters in dispute that are to be mediated; and b. The nomination of an individual to act as the mediator. 10) The Municipalities shall, within thirty (30) days of the Mediation Notice, jointly nominate or agree upon a mediator. 11) Where a mediator is appointed, the Municipalities shall submit in writing their dispute to the mediator and afford the mediator access to all records, documents and information the mediators may reasonably request. The Municipalities shall meet with the mediator at such reasonable times as may be required and shall, through the intervention of the mediator, negotiate in good faith to resolve their dispute. All proceedings involving a mediator are agreed to be without prejudice and the fees and expenses of the mediator and the cost of the facilities required for mediation shall be shared equally between the Municipalities. 12) In the event that: a. The Municipalities do not agree on the appointment of a mediator within thirty (30) days of the Mediation Notice; or b. The mediation is not completed within sixty (60) days after the appointment of the mediator; or c. The dispute has not been resolved within ninety (90) days from the date of receipt of the Mediation Notice; either party may by notice to the other withdraw from the mediation process and in such event the dispute shall be deemed to have failed to be resolved by mediation. 13) If mediation fails to resolve the dispute, the dispute shall be submitted to binding arbitration. Either of the Municipalities may provide the other party with written notice (“Arbitration Notice”) specifying: a. the subject matters remaining in dispute and the details of the matters in dispute that are to be arbitrated; and b. the nomination of an individual to act as the arbitrator. 14) Within thirty (30) days following receipt of the Arbitration Notice, the other party shall, by written notice, advise as to which matters stated in the Arbitration Notice it accepts and disagrees with, advise whether it agrees with the resolution of the disputed items by arbitration, and advise whether it agrees with the arbitrator selected by the initiating party or provide the name of one arbitrator nominated by that other party. 15) The Municipalities shall, within thirty (30) days of the Arbitration Notice, jointly nominate or agree upon an arbitrator. 16) Should the Municipalities fail to agree on a single arbitrator within the prescribed time period, then either party may apply to a Justice of the Parties may, if they both agree, Court of Queen’s Bench of Alberta to have the arbitrator appointed. 17) The terms of reference for arbitration shall be those areas of dispute referred to in the Arbitration Notice and the receiving party’s response thereto. 18) The Arbitration Act (Alberta) as amended from time to time shall apply to arbitration proceedings commenced pursuant to this Framework. 19) The arbitrator shall proceed to hear the dispute within sixty (60) days of being appointed and proceed to render a written decision concerning the dispute forthwith. 20) The arbitrator’s decision is final and binding upon the Municipalities subject only to a party’s right to seek judicial review by the Court of Queen’s Bench on a question of jurisdiction. 21) If the Municipalities do not mutually agree on the procedure to be followed, the arbitrator may proceed to conduct the arbitration pursuant on the basis of documents or may hold hearings for the presentation of evidence and for oral argument. 22) Subject to the Commercial Arbitration Actarbitrator’s discretion, hearings held for the presentation of evidence and for argument are open to the public. 14.06 23) If the matter in dispute is not resolved promptly pursuant arbitrator establishes that hearings are open to the public as per Section 14.0122, the Ministry Representative arbitrator, at their sole discretion, may give to solicit written submissions. If the Contractor instructions that arbitrator requests written submissions, they must be considered in his or her opinion are necessary to provide for the proper performance decision. 24) The fees and expenses of the Work arbitrator and to prevent delaysthe cost of the facilities required for arbitration shall be shared as per the Municipal Government Act Section 708.41(1) and amendments thereto. 14.07 If 25) On conclusion of the Contractor receives instructions pursuant to Section 14.06arbitration and issuance of an order, the Contractor shall act immediately arbitrator must proceed to carry out compile a record of the Work pursuant arbitration and give a copy of the record to each of the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the disputeMunicipalities. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 If Whilst the Bank owns any Membership Units in the Joint Venture any dispute in connection with the interpretation or operation of this Agreement (a dispute occurs between the Parties concerning any matter governed by this Agreement, the disputing Party “Dispute”) shall promptly advise the other Party and the Parties together shall use all reasonable efforts to resolve be handled in accordance with the dispute informally. 14.02 If the Parties are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, resolution procedures set forth in Clause 18.9 of the complaint Partnership Agreement which shall apply, mutatis mutandis. Thereafter any Dispute shall, subject to the Ministry Representative, which particulars shall include the followingSection 3.4 (Fees for Bank Services; Invoices) be handled as follows: (a) a detailed description Party may notify the other Parties of the nature Dispute in writing requesting that the Joint Venture Representatives meet and use their reasonable endeavours to reach a just and equitable resolution to the Dispute within ten Business Days after the date of the complaintservice of such notice; (b) If the Dispute cannot be resolved in that 10 Business Day period, the Dispute shall be referred in writing within a list further 5 Business Days by the Joint Venture Representatives to a committee comprised of the relevant provisions managing director of the Contract DocumentsJoint Venture, the chief executive officer or chief operating officer of GPN and a senior executive of HSBC (being a person with a management of grade 3 or higher). Such committee members shall use their reasonable endeavours to negotiate in good faith to reach a just and equitable resolution to the Dispute within 20 Business Days after the date of such referral; and (c) an evaluation by in any event if the Contractor Dispute is not resolved on the expiry of 35 Business Days after the matters in disputedate on which notification was given pursuant to Section 21.1 (A), the Parties shall be entitled to exercise all rights and remedies available to them hereunder and at Law. 14.03 The Province shall, within twenty (20d) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, Nothing in writing, of one of the followingthis Section shall prevent any Party: (ai) that the Province accepts the position of the Contractorfrom seeking ancillary relief including specific performance or injunctive relief on a with or without prejudice basis; or (bii) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with from referring a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed Dispute to arbitration pursuant to the Commercial Arbitration Actin accordance with Section 22.6 (Governing Law and Jurisdiction) at any time if it requires protection for a right which would otherwise become statute barred. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 44.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute, such efforts shall involve the escalation of the dispute to the Director of Procurement (or equivalent) of each Party. 44.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of the competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. 44.3 If the dispute cannot be resolved by the Parties pursuant to clause 44.1 the dispute shall be referred to mediation pursuant to the procedure set out in clause 44.5 unless the Parties agree that the dispute is not suitable for resolution by mediation. 44.4 The obligations of the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute occurs to mediation (or arbitration) and the Contractor and the Contractor’s Personnel shall comply fully with the requirements of the Contract at all times. 44.5 The procedure for mediation and consequential provisions relating to mediation are as follows: 44.5.1 a neutral adviser or mediator ("the Mediator") shall be chosen by agreement between the Parties concerning any matter governed by this Agreementor, the disputing Party shall promptly advise the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 If the Parties if they are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, agree upon a Mediator within ten (10) Work DaysWorking Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) Working Days from the date of the complaint proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to the Ministry Representative, which particulars Centre for Effective Dispute Resolution to appoint a Mediator. 44.5.2 the Parties shall include the following: within ten (a10) a detailed description Working Days of the nature appointment of the complaint; (b) Mediator meet with him in order to agree a list programme for the exchange of all relevant information and the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 structure to be adopted for negotiations to be held. If the Province accepts the position of the Contractorconsidered appropriate, the Parties shall enter into an Amending Document may at any stage seek assistance from the Centre for Effective Dispute Resolution or other mediation provider to reflect the Agreementprovide guidance on a suitable procedure. 14.05 If 44.5.3 unless otherwise agreed, all negotiations connected with the Province rejects dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the position rights of the ContractorParties in any future proceedings. 44.5.4 if the Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives. 44.5.5 failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative written opinion. Such an opinion shall proceed be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to mediation with a mutually the Contract without the prior written consent of both Parties. 44.5.6 if the Parties fail to reach agreement in the structured negotiations within sixty (60) Working Days of the Mediator being appointed, or such longer period as may be agreed upon third party. If by the Parties, then any dispute or difference between them may be referred to the courts unless the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed referred to arbitration pursuant to the Commercial Arbitration Actprocedures set out in clause 44.6. 14.06 44.6 Subject to clause 44.2, the Parties shall not institute court proceedings until the procedures set out in clauses 44.1, 44.3 and 44.5 have been completed save that: 44.6.1 The Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause 44.7. 44.6.2 If the matter Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty-one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with the provisions of clause 44.7. 44.6.3 The Contractor may request by notice in writing to the Authority that any dispute is not be referred and resolved promptly by arbitration in accordance with the provisions of clause 44.7, to which the Authority may consent as it sees fit. 44.7 In the event that any arbitration proceedings are commenced pursuant to Section 14.01, clause 44.6: 44.7.1 the Ministry Representative may arbitration shall be governed by the provisions of the Arbitration ▇▇▇ ▇▇▇▇; 44.7.2 the Authority shall give a written notice of arbitration to the Contractor instructions ("the Arbitration Notice") stating: 44.7.2.1 that in his or her opinion are necessary the dispute is referred to provide for the proper performance arbitration; and 44.7.2.2 providing details of the Work issues to be resolved; 44.7.3 the London Court of International Arbitration ("LCIA") procedural rules in force at the date that the dispute was referred to arbitration in accordance with clause 44.7.2 shall be applied and are deemed to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant be incorporated by reference to the instructions, but Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any Work performed material failure to comply with such rules; 44.7.4 the tribunal shall consist of a sole arbitrator to be agreed by the Contractor in this respect shall be without prejudice Parties; 44.7.5 if the Parties fail to any claim agree the Contractor may have concerning appointment of the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.arbitrator within ten

Dispute Resolution. 14.01 If (a) With respect to matters under this Agreement requiring dispute resolution (each, a dispute occurs between the Parties concerning any matter governed by this Agreement“Dispute”), the disputing Party shall promptly advise notify the other Party of such Dispute in writing and, upon the non-disputing Party’s receipt of such written notice, the Parties shall attempt to resolve such Dispute in good faith within thirty (30) days of such receipt, and if the Parties are unable to resolve such Dispute in such thirty (30) day period, then the Parties shall escalate such Dispute to each party’s Chief Financial Officer for resolution. (b) If the Parties’ Chief Financial Officers are unable to resolve such Dispute within thirty (30) days following such receipt of such notice, then either Party shall initiate a non-binding mediation by providing written notice (“Mediation Notice”) to the other party hereto within five (5) business days following the expiration of such thirty (30) day period. (c) Upon receipt of a Mediation Notice, the applicable Dispute shall be submitted within five (5) business days following such receipt of such Mediation Notice for non-binding mediation conducted in accordance with the Commercial Mediation Rules of the American Arbitration Association (“Arbitration Association”), and the Parties together agree to bear equally the costs of such mediation (including any fees or expenses of the applicable mediator); provided, however, that each Party shall use all reasonable efforts bear its own costs in connection with participating in such mediation. The Parties agree to resolve participate in good faith in such mediation for a period of forty five (45) days or such longer period as the dispute informallyParties may mutually agree following receipt of such Mediation Notice (the “Mediation Period”). 14.02 (d) In connection with such mediation, the Parties shall cooperate with the Arbitration Association and with one another in selecting a neutral mediator with relevant industry experience and in scheduling the mediation proceedings during the applicable Mediation Period. If the Parties are unable to resolve the dispute informally, agree on a neutral mediator within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, business days of the complaint to the Ministry Representative, which particulars shall include the following: (a) submitting a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to Dispute for mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.0110.07(c), application shall be made by the Ministry Representative may give Parties to the Contractor instructions that in his or her opinion are necessary to provide Arbitration Association for the proper performance Arbitration Association to select and appoint a neutral mediator on the Parties’ behalf in accordance with the Commercial Mediation Rules of the Work and to prevent delaysArbitration Association. 14.07 (e) The Parties further agree that all information, whether oral or written, provided in the course of any such mediation by either Party, their agents, employees, experts and attorneys, and by the applicable mediator and any employees of the mediation service, is confidential, privileged, and inadmissible for any purpose, including impeachment, in any action, suit or proceeding involving the Parties; provided that any such information that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in such mediation. (f) If the Contractor receives instructions pursuant to Section 14.06Parties cannot resolve the Dispute for any reason, on and following the Contractor shall act immediately to carry out expiration of the Work pursuant to the instructionsMediation Period, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by may commence litigation in a court of competent jurisdiction, although no steps jurisdiction pursuant to the provisions of Section 10.08(b). Nothing contained in this Agreement shall be taken by deny either Party the right to initiate legal proceedings until after seek injunctive or other equitable relief from a court of competent jurisdiction in the process described in Sections 14.01 through 14.03 has been completedcontext of a bona fide emergency or prospective irreparable harm, and such an action, suit or proceeding may be filed and maintained notwithstanding any ongoing efforts under this Section 10.07.

Dispute Resolution. 14.01 40.1. The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Framework Agreement within twenty (20) Working Days after either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to those persons identified in Clause 38 above. 40.2. Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. 40.3. If the dispute cannot be resolved by the Parties pursuant to Clause 40.1, the Parties may refer it to mediation pursuant to the procedure set out in Clause 40.5. 40.4. The obligations of the Parties under the Framework Agreement shall not be suspended, cease or be delayed by the reference of a dispute occurs to mediation and the Training Provider and its employees, personnel and associates shall comply fully with the requirements of the Framework Agreement at all times. 40.5. The procedure for mediation and consequential provisions relating to mediation are as follows:- 40.5.1. a neutral adviser or mediator ("the Mediator") shall be chosen by agreement between the Parties concerning any matter governed by this Agreementor, the disputing Party shall promptly advise the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 If the Parties if they are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, agree upon a Mediator within ten (10) Work DaysWorking Days after a request by one Party to the other to appoint a Mediator or if the Mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) Working Days from the date of the complaint proposal to appoint a Mediator or within ten (10) Working Days after any notice given by the Mediation to either Party that he is unable or unwilling to act, apply to the Ministry Representative, which particulars shall include the following: Centre for Effective Dispute Resolution (aCEDR) to appoint a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract DocumentsMediator; and 40.5.2. if the Parties fail to reach agreement in the structured negotiations within sixty (c60) an evaluation Working Days after the Mediator being appointed, or such longer period as may be agreed by the Contractor of Parties, then any dispute or difference between them may be referred to the matters in disputecourts. 14.03 The Province shall, within twenty (20) Work Days of receipt by 40.6. Without prejudice to the Ministry Representative of the written particulars, give the Contractor a decision, procedure set out in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractorthis clause 40, the Parties Training Provider shall enter into an Amending Document to reflect provide such assistance as CITB-ConstructionSkills may require in connection with any dispute arising between CITB-ConstructionSkills and the Skills Funding Agency under or in connection with the Funding Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 If 11.2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute occurs between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to those persons named in Clause 2.3 (Notices). 11.2.2 Nothing in this dispute resolution procedure shall prevent the Parties concerning from seeking from any matter governed by this Agreement, the disputing Party shall promptly advise court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. 11.2.3 If the dispute cannot be resolved by the Parties pursuant to Clause 11. 2.1 the Parties shall refer it to mediation pursuant to the procedure set out in Clause 11.2.5 unless (a) the Authority considers that the dispute is not suitable for resolution by mediation; or (b) the Supplier does not agree to mediation. 11.2.4 The obligations of the Parties under the Contract shall not be suspended, cease or be delayed by the reference of a dispute to mediation (or arbitration) and the Parties together Supplier and the Staff shall use comply fully with the requirements of the Contract at all reasonable efforts to resolve the dispute informallytimes. 14.02 If the Parties 11.2.5 The procedure for mediation and consequential provisions relating to mediation are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Ministry Representative, which particulars shall include the followingas follows: (a) a detailed description neutral adviser or mediator (“the Mediator”) shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within ten (10) Working Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) Working Days from the date of the nature proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to the complaint;Centre for Effective Dispute Resolution (“CEDR”) to appoint a Mediator. (b) a list The Parties shall within ten (10) Working Days of the relevant provisions appointment of the Contract Documents; andMediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from CEDR to provide guidance on a suitable procedure. (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shallUnless otherwise agreed, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation all negotiations connected with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed and any settlement agreement relating to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect it shall be conducted in confidence and without prejudice to the rights of the Parties in any claim future proceedings. (d) If the Contractor may have concerning Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives. 14.08 Nothing (e) Failing agreement, either of the Parties may invite the Mediator to provide a non- binding but informative opinion in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps writing. Such an opinion shall be taken provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Contract without the prior written consent of both Parties. (f) If the Parties fail to reach agreement in the structured negotiations within sixty (60) Working Days of the Mediator being appointed, or such longer period as may be agreed by either Party the Parties, then any dispute or difference between them may be referred to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.Courts. Signed for and on behalf of the Authority: By: …………………………………….. Name: …………………………………….. Title: …………………………………….. Date: …………………………………….. Signed for and on behalf of the Supplier: By: …………………………………….. Name: …………………………………….. Title: …………………………………….. Date: ……………………………………..

Dispute Resolution. 14.01 If a dispute occurs 15.1. Any dispute, difference or disagreement between any 2 or more Parties hereto arising out of or in connection with this Agreement which the Parties concerning any matter governed by this Agreement, the disputing Party shall promptly advise the other Party Broadcasters’ Nominated Representative or Producers’ Nominated Representative (as relevant) and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 If the Parties Chief Executive of DUK are unable to resolve between them within 20 (twenty) Business Days of raising such issue shall be referred to mediation by an expert to be appointed by agreement between the dispute informallyrelevant parties or, failing agreement on such appointment being reached within five (5) Work Daysone month of a request to agree such appointment being made, then by appointment by the Contractor shall then give Notice, within ten (10) Work Days, Head of Mediation Services for the time being of the complaint Arbitration, Conciliation and Advisory Service (ACAS), such person to act as expert and not as arbitrator and the Ministry Representative, which particulars resulting agreement shall include the following: (a) a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, be binding on the Parties shall enter into an Amending Document to reflect the this Agreement. 14.05 If 15.2. Any dispute, difference or disagreement between DUK and an Independent Producer in connection with this Agreement which DUK and the Province rejects Independent Producer are unable to resolve between them within 20 (twenty) Business Days of raising such issue shall be referred to mediation by an expert to be appointed by agreement between DUK and the position Independent Producer (in consultation with PACT) or, failing agreement on such appointment being reached within one month of a request to agree such appointment being made, then by appointment by the Head of Mediation Services for the time being of the ContractorArbitration, Conciliation and Advisory Service (ACAS), such person to act as expert and not as arbitrator and the Parties resulting agreement shall proceed to mediation with a mutually agreed upon third partybe binding on DUK and the Independent Producer. 15.3. If the dispute is not resolved remains unresolved under clause 15.1 or 15.2 within fifteen 20 (15twenty) Work Business Days of appointment the dispute being referred for resolution, the dispute shall be referred to the arbitration in London of a single arbitrator appointed by agreement between the mediatorParties, then or failing agreement between the Parties maywithin 20 (twenty) Business Days after a request for a reference is made by either Party, if they both agree, proceed to arbitration pursuant to nominated on the Commercial Arbitration Actapplication by any Party by the President for the time being of The Law Society. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 15.4. Nothing in this Article precludes either Party from having a dispute resolved by a court clause 15 shall restrict at any time any Party’s ability to seek any equitable remedy, including Injunction. In respect of competent jurisdictionthe reporting of Tier 2 Commercial Uses, although no steps the usage information shall be taken reported as follows for all sales/licenses of Completed Works (including sales made to online third party VOD or DTO services): • Unique Identifiers as held by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.producer/broadcaster • Series title • If applicable, series number • Episode title • Episode number • Episode duration • Genre (e.g. Drama, Entertainment etc) • Principal Director(s) • Production Company • Commissioning Broadcaster • ISAN or EIDR numbers (if available) 1) The Identifying Data 2) Territory of licensed uses 3) Media Details/End Use (e.g. TX Method and Reception) 4) Name of buyer or licensee (e.g. Customer) 5) Term Start

Dispute Resolution. 14.01 If 12.1 Where a dispute occurs exists between the Parties concerning any matter governed by under or in relation to this Agreement, the disputing either Party shall promptly advise may serve upon the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 If the Parties are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Ministry Representative, which particulars shall include the following: (a) a detailed description of notice setting out the nature of the complaint; dispute, following deemed receipt of which in accordance with Clause 20 (bNotices) the Parties shall, each acting as a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters Reasonable and Prudent Operator, attempt in good faith to negotiate a settlement to such dispute. 14.03 The Province shall12.2 If the dispute notified in accordance with Clause 12.1 remains unresolved 12.3 If the dispute notified in accordance with Clause 12.1 remains unresolved for a further 15 Working Days following the period mentioned in Clause 12.2, within twenty (20) Work Days of receipt by either Party may notify the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) other that the Province accepts the position provisions of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractorthis Clause 12.3 apply, whereupon the Parties shall enter into an Amending Document comply with the following provisions: 12.3.1 The notifying Party shall apply to reflect the Agreement.Centre for Effective Dispute Resolution (“CEDR”) or another similar organisation agreed between the Parties to appoint a Mediator; 14.05 12.3.2 The Parties shall meet with the Mediator within 10 Working Days of his appointment (or such period as may be determined by the Mediator) in order to agree a programme for the exchange of all relevant information and the structure to be adopted for the mediation (if considered appropriate, the parties may at any stage seek assistance from the Mediator to provide guidance on a suitable procedure); 12.3.3 If the Province rejects Parties reach agreement on the position resolution of the Contractordispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by both Parties and shall proceed take effect as an amendment to mediation with a mutually agreed upon third party. this Agreement notwithstanding the provisions of Clause 17 (Amendment); 12.3.4 If the dispute is not resolved within fifteen (15) Work Days of appointment Parties fail to reach agreement on the resolution of the mediator, then dispute within 1 month of the Parties may, if they both agree, proceed to arbitration pursuant Mediator being appointed (or such longer period as may be agreed in writing between the Parties) the dispute may be referred to the Commercial Arbitration Act.Courts; 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.0112.3.5 Unless agreed otherwise, the Ministry Representative may give mediation and all other correspondence and documentation connected with it, including any settlement or agreement relating to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect it shall be without prejudice to the rights of the Parties in any claim the Contractor may have concerning the disputefuture proceedings. 14.08 Nothing 12.4 For the avoidance of doubt nothing in this Article precludes Agreement limits or prevents either Party from having seeking a dispute resolved determination from, or applying to, the Authority or any other competent regulatory authority for the enforcement of any rights or obligations of a Party or the taking by a court the Authority or such competent regulatory authority of competent jurisdiction, although no any interim or procedural steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completedunder any Relevant Legislation at any time.

Dispute Resolution. 14.01 If 10.2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute occurs between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to those persons named in Clause 2.3 (Notices). 10.2.2 Nothing in this dispute resolution procedure shall prevent the Parties concerning from seeking from any matter governed by this Agreement, the disputing Party shall promptly advise court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. 10.2.3 If the dispute cannot be resolved by the Parties pursuant to Clause 10.2.1 the Parties shall refer it to mediation pursuant to the procedure set out in Clause 10.2.5 unless (a) the Authority considers that the dispute is not suitable for resolution by mediation; or (b) the Supplier does not agree to mediation. 10.2.4 The obligations of the Parties under the Contract shall not be suspended, cease or be delayed by the reference of a dispute to mediation (or arbitration) and the Parties together Supplier and the Staff shall use comply fully with the requirements of the Contract at all reasonable efforts to resolve the dispute informallytimes. 14.02 If the Parties 10.2.5 The procedure for mediation and consequential provisions relating to mediation are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Ministry Representative, which particulars shall include the followingas follows: (a) a detailed description neutral adviser or mediator (“the Mediator”) shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within ten (10) Working Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) Working Days from the date of the nature proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to the complaint;Centre for Effective Dispute Resolution (“CEDR”) to appoint a Mediator. (b) a list The Parties shall within ten (10) Working Days of the relevant provisions appointment of the Contract Documents; andMediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from CEDR to provide guidance on a suitable procedure. (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shallUnless otherwise agreed, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation all negotiations connected with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed and any settlement agreement relating to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect it shall be conducted in confidence and without prejudice to the rights of the Parties in any claim future proceedings. (d) If the Contractor may have concerning Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives. 14.08 Nothing (e) Failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative opinion in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps writing. Such an opinion shall be taken provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Contract without the prior written consent of both Parties. (f) If the Parties fail to reach agreement in the structured negotiations within sixty (60) Working Days of the Mediator being appointed, or such longer period as may be agreed by either Party the Parties, then any dispute or difference between them may be referred to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completedCourts.

Dispute Resolution. 14.01 17.1 If a dispute occurs between Relevant Dispute during the term of this Agreement in relation to any matter cannot be resolved by the Parties concerning any either of the Parties may refer the matter governed for determination in accordance with the procedure set out in this clause 17. 17.2 A Relevant Dispute shall be resolved by this Agreement, referral in the disputing Party shall promptly advise first instance to the other Party joint decision of the Managing Director of the Borough Council and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 If the Parties are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, Chief Executive of the complaint to the Ministry Representative, which particulars shall include the following:District Council (a) 17.3 If a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute Relevant Dispute is not resolved within fifteen (15) Work 10 Working Days of appointment of the mediator, referral pursuant to Clause 17.2 then either Party may refer it for determination in accordance with Clause 17.4 17.4 If there is a Relevant Dispute between the Parties may, if they both agree, proceed to arbitration during the term of this Agreement which is not resolved pursuant to the Commercial Arbitration Actprocedure referred to in Clause 17.3 above then either Party may refer such dispute for determination by an independent person agreed between the Parties or in the absence of such agreement within three days by a person appointed at the instance of the Parties for this purpose by the President for the time being of the Chartered Institute of Public Finance & Accountancy or the President for the time being of The Law Society as appropriate (“the Expert”). Such person shall act as an expert and not as an arbitrator and make such determination within 28 days of his appointment and his determination shall be final and binding on the Parties. 14.06 If 17.5 The Parties agree that an Expert appointed under Clause 17. 4 may determine in what proportions each Party to a Relevant Dispute should contribute to: 17.5.1 The Expert’s fees; and 17.5.2 The reasonable costs of each Party in referring the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give Relevant Dispute to the Contractor instructions that Expert in his or her opinion are necessary to provide for accordance with Clause 17.4 17.6 Notwithstanding the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06above, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor nothing in this respect Clause 17.5 shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes prevent either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate commencing legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.to preserve any legal right or remedy

Dispute Resolution. 14.01 During any Dispute, including a Dispute as to the validity of this Contract, it is agreed that the Supplier shall continue its performance of the provisions of the Contract (unless the Authority requests in writing that the Supplier does not do so). In the case of a Dispute arising out of or in connection with this Contract the Supplier and the Authority shall make every reasonable effort to communicate and cooperate with each other with a view to resolving the Dispute and follow the procedure set out in Clause 22.3 of this Schedule 2 of these Call-off Terms and Conditions as the first stage in the Dispute Resolution Procedure. If any Dispute arises out of the Contract either Party may serve a dispute occurs between the Parties concerning any matter governed by this Agreement, the disputing Party shall promptly advise notice on the other Party and to commence formal resolution of the Dispute. The Parties together shall use all reasonable efforts first seek to resolve the dispute informally. 14.02 If Dispute by escalation in accordance with the Parties are unable management levels as set out in Clause 5 of the Key Provisions. Respective representatives at each level, as set out in Clause 5 of the Key Provisions, shall have five (5) Business Days at each level during which they will use their reasonable endeavours to resolve the dispute informallyDispute before escalating the matter to the next level until all levels have been exhausted. Level 1 will commence on the date of service of the Dispute Notice. The final level of the escalation process shall be deemed exhausted on the expiry of five (5) Business Days following escalation to that level unless otherwise agreed by the Parties in writing. If the procedure set out in Clause 22.3 of this Schedule 2of these Call-off Terms and Conditions above has been exhausted and fails to resolve such Dispute, as part of the Dispute Resolution Procedure, the Parties will attempt to settle it by mediation. The Parties shall, acting reasonably, attempt to agree upon a mediator. In the event that the Parties fail to agree a mediator within five (5) Work DaysBusiness Days following the exhaustion of all levels of the escalation procedure at Clause 22.3 of this Schedule 2 of these Call-off Terms and Conditions, the Contractor mediator shall then give Noticebe nominated and confirmed by the Centre for Effective Dispute Resolution, London. The mediation shall commence within ten twenty eight (1028) Work Days, days of the complaint confirmation of the mediator in accordance with Clause 22.4 of this Schedule 2 of these Call-off Terms and Conditions or at such other time as may be agreed by the Parties in writing. Neither Party will terminate such mediation process until each Party has made its opening presentation and the mediator has met each Party separately for at least one hour or one Party has failed to participate in the mediation process. After this time, either Party may terminate the mediation process by notification to the Ministry Representativeother party (such notification may be verbal provided that it is followed up by written confirmation). The Authority and the Supplier will cooperate with any person appointed as mediator providing them with such information and other assistance as they shall require and will pay their costs, which particulars as they shall include determine, or in the following: (a) a detailed description absence of such determination such costs will be shared equally. Nothing in this Contract shall prevent: the Authority taking action in any court in relation to any death or personal injury arising or allegedly arising in connection with the supply of the nature Goods and/or the provision of the complaint; (b) a list Services; either Party seeking from any court any interim or provisional relief that may be necessary to protect the rights or property of that Party or that relates to the safety of patients and other service users or the security of Confidential Information, pending resolution of the relevant provisions Dispute in accordance with the Dispute Resolution Procedure; or the Authority publishing information regarding Disputes in compliance with its obligations under the Procurement Act 2023. Clause 22 of this Schedule 2 of these Call-off Terms and Conditions shall survive the expiry of or earlier termination of this Contract Documents; and (c) an evaluation by the Contractor of the matters in disputefor any reason. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 If 37.1 Where a dispute occurs between arises from or in connection with the Parties concerning any matter governed by Joint Committee’s discharge of the Functions or the provision of the Services or this Agreement, Agreement it shall be referred in the disputing Party shall promptly advise first instance to the other Party and Joint Committee for determination. A dispute may then be escalated in accordance with remainder of this clause 37 where: 37.1.1 the Parties together shall use all reasonable efforts Joint Committee is unable to resolve the dispute informallyto the satisfaction of the Councils party to the dispute; or 37.1.2 the Joint Committee otherwise considers that the dispute should be escalated; or 37.1.3 at the request of a Council party to the dispute. 14.02 37.2 Where clause 37.1.1 or 37.1.2 or 37.1.3 applies the Joint Committee shall refer the dispute to the chief executives of the disputing Councils for determination. 37.3 If the Parties chief executives of the Councils party to a dispute are unable to resolve the dispute informallyat the request of either Council the dispute shall be referred to an independent and professional mediator who shall be nominated without delay by agreement between the Councils in dispute or (in the absence of such agreement), by the President of the Law Society (or their authorised representative) or such other appropriate professional body as shall be agreed by the Councils party to the dispute. Such mediation shall then be carried out in confidence and on a without prejudice basis in relation to any subsequent proceedings and each of the Councils party to the dispute shall bear their own expenses and one half of the mediator’s resulting charges. 37.4 If, regardless of whether or not the Councils party to the dispute have implemented the procedures specified in clauses 37.1, 37.2 or 37.3 (as the case may be) the Councils fail to resolve their dispute within five 3 (5three) Work Daysmonths of the dispute first arising, then either of the Councils party to the dispute may serve notice on the other to require the dispute to be either (as applicable): 37.4.1 referred to an Arbitrator in accordance with the Arbitration Act 1996 or an appropriate independent Expert who shall be nominated without delay by agreement between the Councils party to the dispute (such agreement not to be unreasonably withheld or delayed) and who shall act as an expert and not as an arbitrator, provided that in default of agreement as to such nomination, the Contractor Expert shall then give Notice, within ten (10) Work Days, be nominated on the joint application of the complaint disputing Councils (or if either Council neglects to concur in such application, then on the Ministry Representative, which particulars shall include the following: (a) a detailed description sole application of the nature other Council) by the President of the complaint; Law Society (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation or their authorised representative), or such other appropriate professional body as shall be agreed by the Contractor of the matters Councils in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractorsuch agreement not to be unreasonably withheld or delayed); or (b) 37.4.2 subject to the institution of legal proceedings in court. 37.5 The Councils each agree that if either an Arbitrator or Expert is appointed under clause 37.4 then: 37.5.1 the decision of the Arbitrator or Expert shall be final and binding on the disputing Councils provided that the Province rejects Arbitrator or Expert provides the position parties to the dispute with a detailed statement setting out their reasons for making the decision at which they have arrived; 37.5.2 each of the ContractorCouncils party to the dispute shall bear the costs equally of the references to the Expert or Arbitrator unless the Arbitrator or Expert directors otherwise. 14.04 37.6 If any dispute between the Province accepts Councils is resolved pursuant to the position provisions of this clause 37 (otherwise than via the Contractor, appointment of an Arbitrator or Expert) then the Parties Councils party to the dispute shall enter into an Amending Document record the resolution of their dispute in writing and shall each promptly sign the same. The signed document shall then form a legally binding agreement between the parties to reflect the dispute by way of a supplement to this Agreement. 14.05 If 37.7 For the Province rejects purpose of this clause 37 a dispute shall be deemed to first arise on the position of date it is first referred to the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration Joint Committee pursuant to the Commercial Arbitration Actclause 37.1. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 If I2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute occurs between them arising out of or in connection with the Contract within 20 Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the [finance director (or equivalent)] of each Party. I2.2 Nothing in this dispute resolution procedure shall prevent the Parties concerning from seeking from any matter governed by this Agreement, the disputing Party shall promptly advise court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I2.3 If the dispute cannot be resolved by the Parties pursuant to clause I2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I2.5 unless (a) the Authority considers that the dispute is not suitable for resolution by mediation; or (b) the Contractor does not agree to mediation. I2.4 The obligations of the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and the Parties together Contractor and the Staff shall use comply fully with the requirements of the Contract at all reasonable efforts to resolve the dispute informallytimes. 14.02 If the Parties I2.5 The procedure for mediation and consequential provisions relating to mediation are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Ministry Representative, which particulars shall include the followingas follows: (a) a detailed description mediator (the “Mediator”) shall 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 or if the Mediator agreed upon is unable or unwilling to act, either Party shall within 10 Working Days from the date of the nature proposal to appoint a Mediator or within 10 Working Days of notice to either Party that he is unable or unwilling to act, apply to the Centre for Effective Dispute Resolution or other mediation provider to appoint a Mediator. (b) The Parties shall within 10 Working Days of the complaintappointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from the Centre for Effective Dispute Resolution or other mediation provider to provide guidance on a suitable procedure. (c) Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings. (d) If the Parties reach agreement on the resolution of the dispute, the agreement shall be recorded in writing and shall be binding on the Parties once it is signed by their duly authorised representatives. (e) Failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative written opinion. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Contract without the prior written consent of both Parties. (f) If the Parties fail to reach agreement in the structured negotiations within 60 Working Days of the Mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the Courts, unless the dispute is referred to arbitration pursuant to the procedures set out in clause I2.6. I2.6 Subject to clause I2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I2.1 and I2.3 have been completed save that: (a) the Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I2.7. (b) if the Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have 21 days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause I2.7. (c) the Contractor may request by notice in writing to the Authority that any dispute be referred and resolved by arbitration in accordance with clause I2.7, to which the Authority may consent as it sees fit. I2.7 In the event that any arbitration proceedings are commenced pursuant to clause I2.6: (a) the arbitration shall be governed by the provisions of the Arbitration ▇▇▇ ▇▇▇▇; (b) the Authority shall give a list written notice of arbitration to the relevant provisions of Contractor (the Contract Documents“Arbitration Notice”) stating: (i) that the dispute is referred to arbitration; and (ii) providing details of the issues to be resolved; (c) an evaluation by the Contractor London Court of International Arbitration (“LCIA”) procedural rules in force at the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) date that the Province accepts the position of the Contractor; or dispute was referred to arbitration in accordance with I2.7 (b) that shall be applied and are deemed to be incorporated by reference to the Province rejects Contract and the position decision of the Contractor. 14.04 If the Province accepts the position of the Contractor, arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; (d) the tribunal shall enter into an Amending Document consist of a sole arbitrator to reflect be agreed by the Agreement.Parties; 14.05 If the Province rejects the position of the Contractor, (e) if the Parties shall proceed fail to mediation with a mutually agreed upon third party. If agree the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then arbitrator within 10 days of the Parties may, Arbitration Notice being issued by the Authority under clause I2.7 (b) or if they both agree, proceed the person appointed is unable or unwilling to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01act, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor arbitrator shall act immediately to carry out the Work pursuant to the instructions, but any Work performed be appointed by the Contractor LCIA; (f) the arbitration proceedings shall take place in this respect London and in the English language; and (g) the arbitration proceedings shall be without prejudice to any claim the Contractor may have concerning the disputegoverned by, and interpreted in accordance with, English law. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 If The Parties shall attempt in good faith to negotiate a settlement of any dispute occurs between them arising out of or in connection with this Framework Agreement within twenty [20] Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the Authority Representative and the Supplier Representative. Nothing in this dispute resolution procedure shall prevent the Parties concerning from seeking from any matter governed by this Agreement, the disputing Party shall promptly advise court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. The obligations of the Parties under this Framework Agreement shall not be suspended, cease or be delayed by the reference of a dispute to mediation or arbitration pursuant to this Clause 43 and the Parties together Supplier and its employees, personnel and associates shall use comply fully with the requirements of this Framework Agreement at all reasonable efforts to resolve times. If the dispute informally. 14.02 If cannot be resolved by the Parties are unable pursuant to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Ministry Representative, which particulars shall include the following: (a) a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the ContractorClause 43.1, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed refer it to mediation with a mutually agreed upon third party. If pursuant to the procedure set out in Clause 43.5 unless the Authority considers that the dispute is not resolved suitable for resolution by mediation. If a dispute is referred to mediation the parties shall comply with the following provisions: a neutral adviser or mediator ("the Mediator") shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within fifteen (15) Work ten [10] Working Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within ten [10] Working Days from the date of the proposal to appoint a Mediator or within ten [10] Working Days of notice to either Party that he is unable or unwilling to act, apply to the CEDR to appoint a Mediator; the Parties shall within ten [10] Working Days of the appointment of the mediatorMediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from the CEDR to provide guidance on a suitable procedure; unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings; if the Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties with effect from its signature by their duly authorised representatives; failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to this Framework Agreement without the prior written consent of both Parties; and if the Parties fail to reach agreement within sixty (60) Working Days of the Mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to arbitration pursuant to Clause 43.6. If a dispute cannot be resolved by the Parties may, if they both agree, proceed pursuant to Clause 43.5 the Parties shall refer it to arbitration pursuant to the Commercial Arbitration Act. 14.06 procedure set out in Clause 43.7 unless the Authority considers that it is not suitable for resolution by arbitration. If the matter in a dispute is not resolved promptly pursuant referred to Section 14.01arbitration the Parties shall comply with the following provisions: the arbitration shall be governed by the provisions of the Arbitration ▇▇▇ ▇▇▇▇ and the LCIA procedural rules shall be applied and are deemed to be incorporated into this Framework Agreement (save that in the event of any conflict between those rules and this Framework Agreement, this Framework Agreement shall prevail); the decision of the arbitrator shall be binding on the Parties (in the absence of any material failure by the arbitrator to comply with the LCIA procedural rules); the tribunal shall consist of a sole arbitrator to be agreed by the Parties and in the event that the Parties fail to agree the appointment of the arbitrator within 10 Working Days or, if the person appointed is unable or unwilling to act, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor arbitrator shall act immediately to carry out the Work pursuant to the instructions, but any Work performed be appointed by the Contractor LCIA; and the arbitration proceedings shall take place in this respect shall be without prejudice to any claim the Contractor may have concerning the disputeLondon. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 51.1 The Parties shall attempt in good faith to negotiate a settlement of any dispute between them arising out of or in connection with this Framework Agreement or a Call-Off Agreement within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the Authority Representative and the Supplier Representative. 51.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. 51.3 The obligations of the Parties under this Framework Agreement and any Call-Off Agreement shall not be suspended, cease or be delayed by the reference of a dispute to mediation or arbitration pursuant to this Clause 51 (Dispute Resolution) and the Supplier and Supplier Staff and Temporary Workers shall comply fully with the requirements of this Framework Agreement and any Call-Off Agreement at all times. 51.4 If the dispute cannot be resolved by the Parties pursuant to Clause 51.1 (Dispute Resolution), the Parties shall refer it to mediation pursuant to the procedure set out in Clause 51.5 (Dispute Resolution) unless the Authority considers that the dispute is not suitable for resolution by mediation. 51.5 If a dispute occurs is referred to mediation the Parties shall comply with the following provisions: 51.5.1 a neutral adviser or mediator (the “Mediator") shall be chosen by agreement between the Parties concerning any matter governed by this Agreementor, the disputing Party shall promptly advise the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 If the Parties if they are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, agree upon a Mediator within ten (10) Work DaysWorking Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) Working Days from the date of the complaint proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party that the Mediator is unable or unwilling to act, apply to the Ministry Representative, which particulars CEDR to appoint a Mediator; 51.5.2 the Parties shall include the following: within ten (a10) a detailed description Working Days of the nature appointment of the complaintMediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from the CEDR to provide guidance on a suitable procedure; (b) a list 51.5.3 unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the relevant provisions Parties in any future proceedings; 51.5.4 if the Parties reach agreement on the resolution of the Contract Documentsdispute, the agreement shall be reduced to writing and shall be binding on the Parties with effect from its signature by their duly authorised representatives; 51.5.5 if the Parties fail to reach an agreement on the resolution of the dispute, either of the Parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to this Framework Agreement or any Call-off Agreement without the prior written consent of both Parties; and 51.5.6 if the Parties fail to reach agreement in the structured negotiations within sixty (c60) an evaluation Working Days of the Mediator being appointed, or such longer period as may be agreed by the Contractor of the matters in disputeParties, then any dispute or difference between them may be referred to arbitration pursuant to Clause 51.6 (Dispute Resolution). 14.03 The Province shall, within twenty (20) Work Days of receipt 51.6 If a dispute cannot be resolved by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: Parties pursuant to Clause 51.5 (aDispute Resolution) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed refer it to arbitration pursuant to the Commercial Arbitration Actprocedure set out in Clause 51.7 (Dispute Resolution) unless the Authority considers that it is not suitable for resolution by arbitration. 14.06 51.7 If the matter in a dispute is not resolved promptly pursuant referred to Section 14.01arbitration the Parties shall comply with the following provisions: 51.7.1 the arbitration shall be governed by the provisions of the Arbitration Act 1996 and the LCIA procedural rules shall be applied and are deemed to be incorporated into this Framework Agreement (save that in the event of any conflict between those rules and this Framework Agreement, this Framework Agreement shall prevail); 51.7.2 the decision of the arbitrator shall be binding on the Parties (in the absence of any material failure by the arbitrator to comply with the LCIA procedural rules); 51.7.3 the tribunal shall consist of a sole arbitrator to be agreed by the Parties and in the event that the Parties fail to agree the appointment of the arbitrator within ten (10) Working Days or, if the person appointed is unable or unwilling to act, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor arbitrator shall act immediately to carry out the Work pursuant to the instructions, but any Work performed be appointed by the Contractor LCIA; and 51.7.4 the arbitration proceedings shall take place in this respect shall be without prejudice to any claim the Contractor may have concerning the disputeLondon. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 If a 16.1 Any dispute occurs between the Parties concerning any matter governed by the Agreement will be determined in accordance with this Agreement, the disputing Clause 16 and such dispute will be deemed to have arisen when a Party shall promptly advise serves on the other Party a Dispute Notice. 16.2 Unless the Agreement has already been terminated by the date of the Dispute Notice, Acora will continue performing its obligations under the Agreement regardless of the nature of the dispute and the Customer will continue to perform its obligations under the Agreement including the making payment of all Charges. 16.3 After service of the Dispute Notice, the following procedure will be followed by the Parties together shall use (and all reasonable efforts periods specified in this Clause 16.3 will be extendable by mutual agreement): (a) within 5 Working Days of receipt by a Party of the Dispute Notice from the other Party, the Account Managers will meet to attempt to resolve the dispute informally.dispute; 14.02 If (b) if the Parties Account Managers are unable to resolve the dispute informally, within five (5) Work Days, 10 Working Days from the Contractor shall then give receipt of the Dispute Notice, within ten (10) Work Days, such dispute will be escalated to the Level 2 Referral Personnel of each of the complaint Parties who will meet within the following 5 Working Days to attempt to resolve the Ministry Representative, which particulars shall include the following: (a) a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documentsdispute; and (c) an evaluation by if the Contractor Level 2 Referral Personnel are unable to resolve the dispute within 10 Working Days from escalation under Clause 16.3(b), the dispute will be escalated to the Level 3 Referral Personnel of each of the matters in Parties who will meet within the following 10 Working Days to attempt to resolve the dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. 16.4 If the dispute is not resolved within fifteen under Clause 16.3: (15a) Work Days disputes of appointment a technical nature concerning the interpretation of the mediatorServices, then SLAs or any similar or related matter will be referred for mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure and, unless otherwise agreed between the Parties, the mediator will be nominated by CEDR. To initiate the mediation, a Party must give notice in writing to the other Party of the dispute requesting mediation. A copy of the mediation request should be sent to CEDR Solve and the mediation will start not later than 28 Working Days after the date of the relevant mediation request. The commencement of a mediation will not prevent the Parties maycommencing or continuing court proceedings; and (b) in accordance with Clause 19.8, if they both agreeall disputes in relation to legal issues, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance situations where disposition of the Work legal issues would dispose of all other issues in dispute, will be brought before the English courts and the Parties agree to prevent delaysco-operate in the speedy conduct of such legal proceedings. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 If 34.1 The Parties to this Agreement undertake and agree to pursue a positive approach towards dispute occurs resolution which seeks to identify a solution at the lowest operational level that is appropriate to the subject of the dispute and which avoids legal proceedings and maintains a strong working relationship between the Parties. 34.2 Any dispute arising in relation to any aspect of this Agreement shall be resolved in accordance with this clause 34 34.3 All disputes, claims or differences between the Parties concerning arising out of or in connection with this Agreement or its subject matter or formation, including any matter governed question regarding its existence, validity or termination, (a “Dispute”) shall, at the written request of any Party be referred by this Agreementthe Project Authority Lead to its head of paid service and by the Recipient to its most senior employee. 34.4 If the head of paid service of the Project Authority Lead and the most senior employee of the Recipient do not agree a resolution of the Dispute within ten Working Days of the date of service of any such request, the disputing Party matter shall promptly advise be referred to the other Party and Joint Committee. 34.5 If the Parties together shall use all reasonable efforts Joint Committee is not able to resolve the dispute informallyeither Party may require the other Party by notice in writing to attempt to settle the Dispute by mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure. Within five Working Days of the date of service of such notice the Parties shall each propose a mediator and shall seek to agree as to the selection of a mediator. 14.02 34.6 If the Parties are unable to resolve agree on a mediator within ten Working Days of date of service of the dispute informallynotice referred to in clause 34.5 or the mediator agreed upon is unable or unwilling to act and the parties cannot agree upon a substitute, any Party may apply to CEDR to appoint a mediator as soon as practicable. 34.7 The Parties shall within five Working Days of the appointment of the mediator (5the “Mediator”) Work Daysmeet with him in order to agree a programme for the exchange of any relevant information and the structure to be adopted for the negotiations. If considered appropriate, the Contractor Parties may at any stage seek assistance from CEDR to provide guidance on a suitable procedure. 34.8 All negotiations connected with the Dispute shall then give Noticebe conducted in strict confidence and without prejudice to the rights of the Parties in any future proceedings 34.9 If the Parties reach agreement on the resolution of the Dispute, such agreement shall be reduced to writing and, once it is signed by the parties or their duly authorised representatives, shall be and remain binding upon the Parties. 34.10 The costs and expenses of the mediation shall be borne equally by the Parties. Each Party shall bear its own costs and expenses of its participation in the mediation. 34.11 If mediation fails to secure a resolution within ten (10) Work Days, Working Days of the complaint Mediator being appointed, the Parties shall attempt to settle the Ministry Representative, Dispute by arbitration under the Rules of the London Court of International Arbitration (which particulars shall include Rules are deemed to be incorporated by reference into this clause) and otherwise in accordance with clause 34.12 34.12 In the followingevent that an arbitration is commenced pursuant to clause 34.11 the Parties agree that: (a) The tribunal shall consist of one arbitrator who is to be a detailed description chartered accountant who is a member of the nature Consultative Committee of Accountancy Bodies (CCAB) if the complaintdispute relates to a financial matter or a solicitor of at least ten years standing as a qualified solicitor if the dispute relates to any other matter; (b) a list The place of the relevant provisions of the Contract Documents; andarbitration shall be Swansea; (c) an evaluation by the Contractor The decision of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, arbitrator shall be final and binding on the Parties shall enter into an Amending Document to reflect (save in the Agreementcase of manifest error). 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 If (1) The Parties shall attempt in good faith to negotiate a settlement to any dispute occurs between them arising out of or in connection with the Contract within 20 Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the Finance Director (or equivalent)] of each Party. (2) Nothing in this dispute resolution procedure shall prevent the Parties concerning from seeking from any matter governed by this Agreement, the disputing Party shall promptly advise court of competent jurisdiction an interim order restraining the other Party and from doing any act or compelling the other Party to do any act. (3) If the Parties together shall use all reasonable efforts to cannot resolve the dispute informallypursuant to paragraph (1), the dispute may, by agreement between the Parties, be referred to mediation pursuant to paragraph (5). 14.02 (4) The performance of the Services shall not cease or be delayed by the reference of a dispute to mediation pursuant to paragraph (5). (5) If the Parties are unable agree to resolve refer the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Ministry Representative, which particulars shall include the followingmediation: (a) in order to determine the person who shall mediate the dispute (the “Mediator”) the Parties shall by agreement choose a detailed description of neutral adviser or apply to the nature of Centre for Effective Dispute Resolution (“CEDR”) or other mediation provider to appoint a mediator within 30 days after agreeing to refer the complaintdispute to mediation; (b) a list the Parties shall within 14 days of the relevant provisions appointment of the Contract Documents; andMediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, If considered appropriate, the Parties may at any stage seek assistance from the CEDR or other mediation provider to provide guidance on a suitable procedure; (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shallunless otherwise agreed, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation all negotiations connected with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed and any settlement agreement relating to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect it shall be conducted in confidence and without prejudice to the rights of the Parties in any claim future proceedings; (d) if the Contractor Parties reach agreement on the resolution of the dispute within 60 days of the Mediator being appointed, or such longer period as may have concerning be agreed between the disputeParties, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by both the Authority and the Contractor; (e) failing agreement within 60 days of the Mediator being appointed, or such longer period as may be agreed between the Parties, either of the Parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Contract without the prior written consent of both Parties. 14.08 Nothing (6) If the Parties do not agree to refer the dispute to mediation, or if the Parties fail to reach agreement as to who shall mediate the dispute pursuant to paragraph (5)(a) or if they fail to reach agreement in this Article precludes either Party from having a the structured negotiations within 60 days of the Mediator being appointed or such longer period as may be agreed by the Parties, then any dispute resolved by a court of competent jurisdiction, although no steps shall or difference between them may be taken by either Party referred to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completedcourts.

Dispute Resolution. 14.01 If 34.1 In recognising the duty under the provisions of Chapter 4 (four) of the Intergovernmental Relations Framework Act, read together with the Practice Guide: Guidelines For Effective Conflict Management, to avoid intergovernmental disputes, the Parties undertake to make every reasonable effort to resolve any such dispute in good faith so as to (i) avoid intergovernmental disputes when exercising their statutory powers or performing their statutory functions; and (ii) settle intergovernmental disputes without resorting to judicial proceedings. 34.2 Thus, a Party to this Agreement claiming that a dispute occurs between has arisen must within 21 (twenty one) days of the Parties concerning any matter governed by this Agreementdate on which the dispute is said to have arisen, the disputing Party shall promptly advise give written notice to the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 If the Parties are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Ministry Representative, which particulars shall include the following: (a) a detailed description of specifying the nature of the complaint;dispute. 34.3 Within 7 (bseven) a list days of receipt of the relevant provisions notice, representatives of the Contract Documents; andParties must meet with each other and endeavour in good faith to settle the dispute by informal negotiations. 34.4 If within 14 (cfourteen) an evaluation days of the dispute occurring it has not been resolved through informal negotiations the Parties shall participate in good faith in a mediation conducted by a facilitator appointed for this purpose by the Contractor parties or, if they are not able to agree on a facilitator, appointed by a designated third party. 34.5 The mediation will be conducted according to the directions of the facilitator and the Parties will respond to all reasonable directions and requests of the facilitator in attempting to resolve the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by 34.6 In the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) event that the Province accepts mediation has not resolved to the position dispute within 21 (twenty one) days of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, its commencement the Parties shall enter into submit the dispute to arbitration to be conducted by an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, arbitrator appointed for this purpose by the Parties shall proceed or, if they are not able to mediation with a mutually agreed upon agree on an arbitrator, appointed by the designated third party. If The arbitrator shall not be the dispute is not resolved within fifteen (15) Work Days of appointment same person who conducted the mediation. 34.7 The arbitration shall be conducted according to the directions of the mediator, then facilitator and the Parties maywill comply with all reasonable directions and requests of the facilitator. The facilitator will give a reasonable decision, if they both agreewith reasons, proceed to arbitration pursuant to which will be binding on the Commercial Arbitration ActParties. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance 34.8 The costs of the Work mediation and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed arbitration will be shared equally by the Contractor in this respect shall be without prejudice to any claim Parties, unless directed otherwise by the Contractor may have concerning the disputemediator or arbitrator. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 44.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute, such efforts shall involve the escalation of the dispute to the Director of Procurement (or equivalent) of each Party. 44.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of the competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. 44.3 If the dispute cannot be resolved by the Parties pursuant to clause 44.1 the dispute shall be referred to mediation pursuant to the procedure set out in clause 44.5 unless the Parties agree that the dispute is not suitable for resolution by mediation. 44.4 The obligations of the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute occurs to mediation (or arbitration) and the Contractor and the Contractor’s Personnel shall comply fully with the requirements of the Contract at all times. 44.5 The procedure for mediation and consequential provisions relating to mediation are as follows: 44.5.1 a neutral adviser or mediator ("the Mediator") shall be chosen by agreement between the Parties concerning any matter governed by this Agreementor, the disputing Party shall promptly advise the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 If the Parties if they are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, agree upon a Mediator within ten (10) Work DaysWorking Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) Working Days from the date of the complaint proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to the Ministry Representative, which particulars Centre for Effective Dispute Resolution to appoint a Mediator. 44.5.2 the Parties shall include the following: within ten (a10) a detailed description Working Days of the nature appointment of the complaint; (b) Mediator meet with him in order to agree a list programme for the exchange of all relevant information and the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 structure to be adopted for negotiations to be held. If the Province accepts the position of the Contractorconsidered appropriate, the Parties shall enter into an Amending Document may at any stage seek assistance from the Centre for Effective Dispute Resolution or other mediation provider to reflect the Agreementprovide guidance on a suitable procedure. 14.05 If 44.5.3 unless otherwise agreed, all negotiations connected with the Province rejects dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the position rights of the ContractorParties in any future proceedings. 44.5.4 if the Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives. 44.5.5 failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative written opinion. Such an opinion shall proceed be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to mediation with a mutually the Contract without the prior written consent of both Parties. 44.5.6 if the Parties fail to reach agreement in the structured negotiations within sixty (60) Working Days of the Mediator being appointed, or such longer period as may be agreed upon third party. If by the Parties, then any dispute or difference between them may be referred to the courts unless the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed referred to arbitration pursuant to the Commercial Arbitration Actprocedures set out in clause 44.6. 14.06 44.6 Subject to clause 44.2, the Parties shall not institute court proceedings until the procedures set out in clauses 44.1, 44.3 and 44.5 have been completed save that: 44.6.1 The Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause 44.7. 44.6.2 If the matter Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty-one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with the provisions of clause 44.7. 44.6.3 The Contractor may request by notice in writing to the Authority that any dispute is not be referred and resolved promptly by arbitration in accordance with the provisions of clause 44.7, to which the Authority may consent as it sees fit. 44.7 In the event that any arbitration proceedings are commenced pursuant to Section 14.01, clause 44.6: 44.7.1 the Ministry Representative may arbitration shall be governed by the provisions of the Arbitration Act 1996; 44.7.2 the Authority shall give a written notice of arbitration to the Contractor instructions ("the Arbitration Notice") stating: 44.7.2.1 that in his or her opinion are necessary the dispute is referred to provide for the proper performance arbitration; and 44.7.2.2 providing details of the Work issues to be resolved; 44.7.3 the London Court of International Arbitration ("LCIA") procedural rules in force at the date that the dispute was referred to arbitration in accordance with clause 44.7.2 shall be applied and are deemed to prevent delays.be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; 14.07 If 44.7.4 the Contractor receives instructions pursuant tribunal shall consist of a sole arbitrator to Section 14.06be agreed by the Parties; 44.7.5 if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause 44.7.2 or if the person appointed is unable or unwilling to act, the Contractor arbitrator shall act immediately to carry out the Work pursuant to the instructions, but any Work performed be appointed by the Contractor LCIA; 44.7.6 the arbitration proceedings shall take place in this respect London and in the English language; and 44.7.7 the arbitration proceedings shall be without prejudice to any claim the Contractor may have concerning the disputegoverned by, and interpreted in accordance with, English law. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 22.1 During any Dispute, including a Dispute as to the validity of this Contract, it is agreed that the Supplier shall continue its performance of the provisions of the Contract (unless the Authority requests in writing that the Supplier does not do so). 22.2 In the case of a Dispute arising out of or in connection with this Contract the Supplier and the Authority shall make every reasonable effort to communicate and cooperate with each other with a view to resolving the Dispute and follow the procedure set out in Clause 22.3 of this Schedule 2 of these Call-off Terms and Conditions as the first stage in the Dispute Resolution Procedure. 22.3 If any Dispute arises out of the Contract either Party may serve a dispute occurs between the Parties concerning any matter governed by this Agreement, the disputing Party shall promptly advise notice on the other Party and to commence formal resolution of the Dispute. The Parties together shall use all reasonable efforts first seek to resolve the dispute informally. 14.02 If Dispute by escalation in accordance with the Parties are unable management levels as set out in Clause 5 of the Key Provisions. Respective representatives at each level, as set out in Clause 5 of the Key Provisions, shall have five (5) Business Days at each level during which they will use their reasonable endeavours to resolve the dispute informallyDispute before escalating the matter to the next level until all levels have been exhausted. Level 1 will commence on the date of service of the Dispute Notice. The final level of the escalation process shall be deemed exhausted on the expiry of five (5) Business Days following escalation to that level unless otherwise agreed by the Parties in writing. 22.4 If the procedure set out in Clause 22.3 of this Schedule 2 of these Call-off Terms and Conditions above has been exhausted and fails to resolve such Dispute, as part of the Dispute Resolution Procedure, the Parties will attempt to settle it by mediation. The Parties shall, acting reasonably, attempt to agree upon a mediator. In the event that the Parties fail to agree a mediator within five (5) Work DaysBusiness Days following the exhaustion of all levels of the escalation procedure at Clause 22.3 of this Schedule 2 of these Call-off Terms and Conditions, the Contractor mediator shall then give Noticebe nominated and confirmed by the Centre for Effective Dispute Resolution, London. 22.5 The mediation shall commence within ten twenty eight (1028) Work Days, days of the complaint confirmation of the mediator in accordance with Clause 22.4 of this Schedule 2 of these Call-Off Terms and Conditions or at such other time as may be agreed by the Parties in writing. Neither Party will terminate such mediation process until each Party has made its opening presentation and the mediator has met each Party separately for at least one hour or one Party has failed to participate in the mediation process. After this time, either Party may terminate the mediation process by notification to the Ministry Representativeother party (such notification may be verbal provided that it is followed up by written confirmation). The Authority and the Supplier will cooperate with any person appointed as mediator providing them with such information and other assistance as they shall require and will pay their costs, which particulars as they shall include determine or in the followingabsence of such determination such costs will be shared equally. 22.6 Nothing in this Contract shall prevent: (a) a detailed description 22.6.1 the Authority taking action in any court in relation to any death or personal injury arising or allegedly arising in connection with the provision of the nature Services; or 22.6.2 either Party seeking from any court any interim or provisional relief that may be necessary to protect the rights or property of that Party or that relates to the complaint; (b) a list safety of patients and other service users or the security of Confidential Information, pending resolution of the relevant provisions of Dispute in accordance with the Contract Documents; and (c) an evaluation by the Contractor of the matters in disputeDispute Resolution Procedure. 14.03 The Province shall, within twenty (20) Work Days 22.7 Clause 22 of receipt by this Schedule 2 of these Call-off Terms and Conditions shall survive the Ministry Representative expiry of the written particulars, give the Contractor a decision, in writing, or earlier termination of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractorthis Contract for any reason. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 If a dispute occurs between 10.1 The Parties agree to implement the steps as set forth in Article 10 (“Dispute Resolution Process”) prior to proceeding with the termination of this Agreement on basis of material breach pursuant to Section 12.2 (a) or, as applicable, Section 12.2 (b) unless both Parties, in writing, agree to waive their right to proceed with the Dispute Resolution Process in which case the Parties concerning will be free to terminate under the conditions therein, it being understood that any matter governed dispute about the existence or cure of a breach shall be resolved in accordance with Section 14.7. It is not the intent of the Parties to utilize the Dispute Resolution Process for events other than the termination scenarios pursuant to Section 11.2(a) or, as applicable, Section 12.2 (b). 10.2 All disputes about the existence or cure of a breach that would entitle a Party to terminate the Agreement pursuant to Section 12.2 (a) or, as applicable, Section 12.2 (b) (each, a “Dispute”) will be referred in writing by this Agreementthe Party raising the Dispute to the person designated in Section 13.2 for attempted resolution by good faith negotiations. If the Dispute remains unresolved for more than thirty (30) business days after the notice of such Dispute, the disputing Party shall promptly advise Parties will submit the other Party Dispute to the next step in the Dispute Resolution Process as set forth in Section 10.3. 10.3 If any Dispute is not resolved in accordance with Section 10.2, the Dispute will be referred in writing to ALTUM’s Chief Executive Officer and PIVOT’s President and Chief Executive Officer for attempted resolution by good faith negotiations with the assistance of a neutral person appointed by British Columbia International Commercial Arbitration Centre administered under its Commercial Mediation Rules. If they are unable to resolve any Dispute within fifteen (15) business days after the referral of such Dispute to them, the Parties together shall use all reasonable efforts will submit the Dispute to resolve the dispute informallynext step in the Dispute Resolution Process as set forth in Section 10.4. 14.02 10.4 If any Dispute is not resolved in accordance with either Section 10.2 or 10.3, either of the Parties may submit the Dispute to arbitration by the British Columbia International Commercial Arbitration Centre, pursuant to its rules. If the Parties are unable to resolve such Dispute within sixty (60) calendar days after the dispute informally, within five (5) Work Daysreferral of the Dispute to arbitration, the Contractor shall then give Notice, within ten Parties will no longer be bound by the Dispute Resolution Process (10) Work Days, except with respect to the confidentiality of the complaint mediation) with respect to such Dispute. 10.5 No Dispute under this Agreement will be the Ministry Representative, which particulars shall include the following: (a) a detailed description subject of formal judicial proceedings between ALTUM and PIVOT before completion of the nature entire Dispute Resolution Process, unless waived by each of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, Parties in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into except for an Amending Document action to reflect the seek injunctive relief to protect Confidential Information pursuant to this Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 If 58.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute occurs between them arising out of or in connection with the Contract within 10 Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the finance director (or equivalent) of each Party. 58.2 Nothing in this dispute resolution procedure shall prevent the Parties concerning from seeking from any matter governed by this Agreement, the disputing Party shall promptly advise court of competent jurisdiction an interim order restraining the other Party and from doing any act or compelling the other Party to do any act. 58.3 If the dispute cannot be resolved by the Parties together shall use all reasonable efforts pursuant to resolve the dispute informally. 14.02 If clause 58.1 the Parties are unable shall refer it to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint mediation pursuant to the Ministry Representative, which particulars shall include the following: procedure set out in clause 58.5 unless (a) a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) Council considers that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved suitable for resolution by mediation; or (b) the Contractor does not agree to mediation. 58.4 The obligations of the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute to mediation and the Contractor and the Staff shall comply fully with the requirements of the Contract at all times. 58.5 The procedure for mediation and consequential provisions relating to mediation are as follows: 58.5.1 a neutral adviser or mediator (the “Mediator”) shall be appointed by the Centre for Effective Dispute Resolution. 58.5.2 The Parties shall within fifteen (15) Work 10 Working Days of the appointment of the mediatorMediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, then the Parties may, if they both agree, proceed may at any stage seek assistance from the Centre for Effective Dispute Resolution to arbitration pursuant to the Commercial Arbitration Actprovide guidance on a suitable procedure. 14.06 If 58.5.3 Unless otherwise agreed, all negotiations connected with the matter in dispute is not resolved promptly pursuant and any settlement agreement relating to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect it shall be conducted in confidence and without prejudice to the rights of the Parties in any claim future proceedings. 58.5.4 If the Contractor may have concerning Parties reach agreement on the resolution of the dispute, the agreement shall be recorded in writing and shall be binding on the Parties once it is signed by their duly authorised representatives. 14.08 Nothing in this Article precludes 58.5.5 Failing agreement, either Party from having of the Parties may invite the Mediator to provide a dispute resolved by a court of competent jurisdiction, although no steps non-binding but informative written opinion. Such an opinion shall be taken provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Contract without the prior written consent of both Parties. 58.5.6 If the Parties fail to reach agreement in the structured negotiations within 60 Working Days of the Mediator being appointed, or such longer period as may be agreed by either Party the Parties, then any dispute or difference between them may be referred to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completedCourts.

Dispute Resolution. 14.01 If a dispute occurs between the Parties concerning any matter governed by this Agreement, the disputing Party shall promptly advise the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 If the Parties are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Ministry Representative, which particulars shall include the following: (a) a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 48.1 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document attempt in good faith to reflect negotiate a settlement to any dispute between them arising out of or in connection with the Agreement. 14.05 48.2 If the Province rejects Parties pursuant to Condition 49.1 cannot resolve the position dispute, the dispute may, by agreement between the Parties, be referred to mediation pursuant to Condition 49.4. 48.3 The performance of the ContractorServices shall not cease or be delayed by the reference of a dispute to mediation pursuant to Condition 49.2. 48.4 The procedure for mediation and consequential provisions relating to mediation are as follows: 48.4.1 A neutral adviser or mediator ("the Mediator") shall be chosen by agreement between the Parties or, if they are unable to agree upon the identity of the Mediator within 14 days after a request by one Party to the other (provided that there remains agreement for mediation), or if the Mediator agreed upon is unable or unwilling to act, either Party shall within 14 days from the date of the proposal to appoint a Mediator or within 14 days of notice to either Party that he is unable or unwilling to act, apply to the Centre for Dispute Resolution ("CEDR") to appoint a Mediator; 48.4.2 The Parties shall within 14 days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties shall proceed may at any stage seek assistance from the CEDR to mediation provide guidance on a suitable procedure; 48.4.3 Unless otherwise agreed, all negotiations connected with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed and any settlement agreement relating to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect it shall be conducted in confidence and without prejudice to the rights of the Parties in any claim future proceedings; 48.4.4 If the Contractor may have concerning Parties reach agreement on the resolution of the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps the agreement shall be taken reduced to writing and shall be binding on the Parties once it is signed by both the Authority's Representative and the Contractor's Representative; 48.4.5 Failing agreement, either Party of the Parties may invite the Mediator to initiate legal provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings until after relating to the process described Contract without the prior written consent of both Parties; i. If the Parties fail to reach agreement in Sections 14.01 through 14.03 has been completedthe structured negotiations within 60 days of the Mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the courts.

Dispute Resolution. 14.01 15.1 If a dispute occurs arises between the Parties concerning Council and the BID Company in relation to any matter governed which cannot be resolved between the parties either party may refer such dispute to the dispute resolution procedure set out in Clause 15.2 and 15.3 below. 15.2 In the first instance each of the Council and the BID Company shall arrange for a senior representative to meet solely in order to resolve the matter in dispute. Such meetings shall be minuted and conducted in such manner and at such venue (including a meeting conducted over the telephone) as to promote a consensual resolution of the dispute in question. 15.3 If the meeting(s) referred to in Clause 15.2 does not resolve the matter in question then the parties will attempt to settle it by this Agreement, mediation in accordance with the disputing Party Centre for Effective Dispute Resolution (“CEDR”) Model Mediation Procedure or any other model mediation procedure as agreed by the parties. In such circumstances the following shall promptly advise apply: 15.3.1 to initiate a mediation the parties may give notice in writing (a “Mediation Notice”) to the other Party requesting mediation of the dispute and shall send a copy thereof to CEDR or an equivalent mediation organization as agreed by the parties asking them to nominate a mediator; 15.3.2 the mediation shall commence within 28 days of the Mediation Notice being served; 15.3.3 neither party will terminate such mediation until each of them has made its opening presentation and the Parties together shall use all reasonable efforts mediator has met each of them separately for at least one hour. Thereafter paragraph 14 of the CEDR Model Mediation Procedure will apply (or the equivalent paragraph of any other model mediation procedure agreed by the parties); 15.3.4 neither party to the mediation will commence legal proceedings against the other until 30 days after such mediation of the dispute in question has failed to resolve the dispute informallyprovided that a party shall not be prevented from taking action to protect any limitation periods; 15.3.5 the parties will co-operate with any person appointed as mediator providing him with such information and other assistance as he shall require and will pay his costs, as he shall determine or in the absence of such determination such costs will be shared equally. 14.02 If the Parties are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Ministry Representative, which particulars shall include the following: (a) a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute 15.4 This Clause 15 is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be without prejudice to the rights of the parties to apply for injunctive relief or to the rights of the parties in any claim the Contractor may have concerning the disputefuture proceedings. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.

Dispute Resolution. 14.01 If 57.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute occurs between them arising out of or in connection with the Contract within 10 Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the director of Adults’ or Children’s Services as appropriate (or equivalent) of each Party. 57.2 Nothing in this dispute resolution procedure shall prevent the Parties concerning from seeking from any matter governed by this Agreement, the disputing Party shall promptly advise court of competent jurisdiction an interim order restraining the other Party and from doing any act or compelling the other Party to do any act. 57.3 If the dispute cannot be resolved by the Parties together shall use all reasonable efforts pursuant to resolve the dispute informally. 14.02 If clause 57.1 the Parties are unable shall refer it to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint mediation pursuant to the Ministry Representative, which particulars shall include the following: procedure set out in clause 57.5 unless (a) a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) Council considers that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved suitable for resolution by mediation; or (b) the Supplier does not agree to mediation. 57.4 The obligations of the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute to mediation and the Supplier and the Staff shall comply fully with the requirements of the Contract at all times. 57.5 The procedure for mediation and consequential provisions relating to mediation are as follows: 57.5.1 a neutral adviser or mediator (the “Mediator”) shall be appointed by the Centre for Effective Dispute Resolution. 57.5.2 The Parties shall within fifteen (15) Work 10 Working Days of the appointment of the mediatorMediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, then the Parties may, if they both agree, proceed may at any stage seek assistance from the Centre for Effective Dispute Resolution to arbitration pursuant to the Commercial Arbitration Actprovide guidance on a suitable procedure. 14.06 If 57.5.3 Unless otherwise agreed, all negotiations connected with the matter in dispute is not resolved promptly pursuant and any settlement agreement relating to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect it shall be conducted in confidence and without prejudice to the rights of the Parties in any claim future proceedings. 57.5.4 If the Contractor may have concerning Parties reach agreement on the resolution of the dispute, the agreement shall be recorded in writing and shall be binding on the Parties once it is signed by their duly authorised representatives. 14.08 Nothing in this Article precludes 57.5.5 Failing agreement, either Party from having of the Parties may invite the Mediator to provide a dispute resolved by a court of competent jurisdiction, although no steps non- binding but informative written opinion. Such an opinion shall be taken provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Contract without the prior written consent of both Parties. 57.5.6 If the Parties fail to reach agreement in the structured negotiations within 60 Working Days of the Mediator being appointed, or such longer period as may be agreed by either Party the Parties, then any dispute or difference between them may be referred to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completedCourts.

Dispute Resolution. 14.01 If (a) With respect to matters under this Agreement requiring dispute resolution (each, a dispute occurs between the Parties concerning any matter governed by this Agreement“Dispute”), the disputing Party shall promptly advise notify the other Party of such Dispute in writing and, upon the non-disputing Party’s receipt of such written notice, the Parties shall attempt to resolve such Dispute in good faith within thirty (30) days of such receipt, and if the Parties are unable to resolve such Dispute in such thirty (30) day period, then the Parties shall escalate such Dispute to each party’s Chief Financial Officer for resolution. (b) If the Parties’ Chief Financial Officers are unable to resolve such Dispute within thirty (30) days following such receipt of such notice, then either Party shall initiate a non-binding mediation by providing written notice (“Mediation Notice”) to the other party hereto within five (5) business days following the expiration of such thirty (30) day period. (c) Upon receipt of a Mediation Notice, the applicable Dispute shall be submitted within five (5) business days following such receipt of such Mediation Notice for non-binding mediation conducted in accordance with the Commercial Mediation Rules of the American Arbitration Association (“Arbitration Association”), and the Parties together agree to bear equally the costs of such mediation (including any fees or expenses of the applicable mediator); provided, however, that each Party shall use all reasonable efforts bear its own costs in connection with participating in such mediation. The Parties agree to resolve participate in good faith in such mediation for a period of forty-five (45) days or such longer period as the dispute informallyParties may mutually agree following receipt of such Mediation Notice (the “Mediation Period”). 14.02 (d) In connection with such mediation, the Parties shall cooperate with the Arbitration Association and with one another in selecting a neutral mediator with relevant industry experience and in scheduling the mediation proceedings during the applicable Mediation Period. If the Parties are unable to resolve the dispute informally, agree on a neutral mediator within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, business days of the complaint to the Ministry Representative, which particulars shall include the following: (a) submitting a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to Dispute for mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.0110.07(c), application shall be made by the Ministry Representative may give Parties to the Contractor instructions that in his or her opinion are necessary to provide Arbitration Association for the proper performance Arbitration Association to select and appoint a neutral mediator on the Parties’ behalf in accordance with the Commercial Mediation Rules of the Work and to prevent delaysArbitration Association. 14.07 (e) The Parties further agree that all information, whether oral or written, provided in the course of any such mediation by either Party, their agents, employees, experts and attorneys, and by the applicable mediator and any employees of the mediation service, is confidential, privileged, and inadmissible for any purpose, including impeachment, in any action, suit or proceeding involving the Parties; provided that any such information that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in such mediation. (f) If the Contractor receives instructions pursuant to Section 14.06Parties cannot resolve the Dispute for any reason, on and following the Contractor shall act immediately to carry out expiration of the Work pursuant to the instructionsMediation Period, but any Work performed by the Contractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by may commence litigation in a court of competent jurisdiction, although no steps jurisdiction pursuant to the provisions of Section 10.08(b). Nothing contained in this Agreement shall be taken by deny either Party the right to initiate legal proceedings until after seek injunctive or other equitable relief from a court of competent jurisdiction in the process described in Sections 14.01 through 14.03 has been completedcontext of a bona fide emergency or prospective irreparable harm, and such an action, suit or proceeding may be filed and maintained notwithstanding any ongoing efforts under this Section 10.07.

Dispute Resolution. 14.01 44.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute, such efforts shall involve the escalation of the dispute to the Director of Procurement (or equivalent) of each Party. 44.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of the competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. 44.3 If the dispute cannot be resolved by the Parties pursuant to clause 44.1 the dispute shall be referred to mediation pursuant to the procedure set out in clause 44.5 unless the Parties agree that the dispute is not suitable for resolution by mediation. 44.4 The obligations of the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute occurs to mediation (or arbitration) and the Contractor and the Contractor’s Personnel shall comply fully with the requirements of the Contract at all times. 44.5 The procedure for mediation and consequential provisions relating to mediation are as follows: 44.5.1 a neutral adviser or mediator ("the Mediator") shall be chosen by agreement between the Parties concerning any matter governed by this Agreementor, the disputing Party shall promptly advise the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informally. 14.02 If the Parties if they are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, agree upon a Mediator within ten (10) Work DaysWorking Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) Working Days from the date of the complaint proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to the Ministry Representative, which particulars Centre for Effective Dispute Resolution to appoint a Mediator. 44.5.2 the Parties shall include the following: within ten (a10) a detailed description Working Days of the nature appointment of the complaint; (b) Mediator meet with him in order to agree a list programme for the exchange of all relevant information and the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 structure to be adopted for negotiations to be held. If the Province accepts the position of the Contractorconsidered appropriate, the Parties shall enter into an Amending Document may at any stage seek assistance from the Centre for Effective Dispute Resolution or other mediation provider to reflect the Agreementprovide guidance on a suitable procedure. 14.05 If 44.5.3 unless otherwise agreed, all negotiations connected with the Province rejects dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the position rights of the ContractorParties in any future proceedings. 44.5.4 if the Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives. 44.5.5 failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative written opinion. Such an opinion shall proceed be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to mediation with a mutually the Contract without the prior written consent of both Parties. 44.5.6 if the Parties fail to reach agreement in the structured negotiations within sixty (60) Working Days of the Mediator being appointed, or such longer period as may be agreed upon third party. If by the Parties, then any dispute or difference between them may be referred to the courts unless the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed referred to arbitration pursuant to the Commercial Arbitration Actprocedures set out in clause 44.6. 14.06 44.6 Subject to clause 44.2, the Parties shall not institute court proceedings until the procedures set out in clauses 44.1, 44.3 and 44.5 have been completed save that: 44.6.1 The Authority may at any time before court proceedings are commenced, serve a notice on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with clause 44.7. 44.6.2 If the matter Contractor intends to commence court proceedings, it shall serve written notice on the Authority of its intentions and the Authority shall have twenty-one (21) days following receipt of such notice to serve a reply on the Contractor requiring the dispute to be referred to and resolved by arbitration in accordance with the provisions of clause 44.7. 44.6.3 The Contractor may request by notice in writing to the Authority that any dispute is not be referred and resolved promptly by arbitration in accordance with the provisions of clause 44.7, to which the Authority may consent as it sees fit. 44.7 In the event that any arbitration proceedings are commenced pursuant to Section 14.01, clause 44.6: 44.7.1 the Ministry Representative may arbitration shall be governed by the provisions of the Arbitration ▇▇▇ ▇▇▇▇; 44.7.2 the Authority shall give a written notice of arbitration to the Contractor instructions ("the Arbitration Notice") stating: 44.7.2.1 that in his or her opinion are necessary the dispute is referred to provide for the proper performance arbitration; and 44.7.2.2 providing details of the Work issues to be resolved; 44.7.3 the London Court of International Arbitration ("LCIA") procedural rules in force at the date that the dispute was referred to arbitration in accordance with clause 44.7.2 shall be applied and are deemed to prevent delays.be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; 14.07 If 44.7.4 the Contractor receives instructions pursuant tribunal shall consist of a sole arbitrator to Section 14.06be agreed by the Parties; 44.7.5 if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by the Authority under clause 44.7.2 or if the person appointed is unable or unwilling to act, the Contractor arbitrator shall act immediately to carry out the Work pursuant to the instructions, but any Work performed be appointed by the Contractor LCIA; 44.7.6 the arbitration proceedings shall take place in this respect London and in the English language; and 44.7.7 the arbitration proceedings shall be without prejudice to any claim the Contractor may have concerning the dispute. 14.08 Nothing governed by, and interpreted in this Article precludes either Party from having a dispute resolved by a court of competent jurisdictionaccordance with, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed.English law. SCHEDULE A - SERVICES SCHEDULE In these Conditions:

Dispute Resolution. 14.01 If ‌ 58.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute occurs between them arising out of or in connection with the Contract within 10 Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the finance director (or equivalent) of each Party.‌ 58.2 Nothing in this dispute resolution procedure shall prevent the Parties concerning from seeking from any matter governed by this Agreement, the disputing Party shall promptly advise court of competent jurisdiction an interim order restraining the other Party and from doing any act or compelling the other Party to do any act. 58.3 If the dispute cannot be resolved by the Parties together shall use all reasonable efforts pursuant to resolve the dispute informally. 14.02 If clause 58.1 the Parties are unable shall refer it to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint mediation pursuant to the Ministry Representative, which particulars shall include the following: procedure set out in clause 58.5 unless (a) a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) Council considers that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved suitable for resolution by mediation; or (b) the Contractor does not agree to mediation. 58.4 The obligations of the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute to mediation and the Contractor and the Staff shall comply fully with the requirements of the Contract at all times. 58.5 The procedure for mediation and consequential provisions relating to mediation are as follows:‌ 58.5.1 a neutral adviser or mediator (the “Mediator”) shall be appointed by the Centre for Effective Dispute Resolution. 58.5.2 The Parties shall within fifteen (15) Work 10 Working Days of the appointment of the mediatorMediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, then the Parties may, if they both agree, proceed may at any stage seek assistance from the Centre for Effective Dispute Resolution to arbitration pursuant to the Commercial Arbitration Actprovide guidance on a suitable procedure. 14.06 If 58.5.3 Unless otherwise agreed, all negotiations connected with the matter in dispute is not resolved promptly pursuant and any settlement agreement relating to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect it shall be conducted in confidence and without prejudice to the rights of the Parties in any claim future proceedings. 58.5.4 If the Contractor may have concerning Parties reach agreement on the resolution of the dispute, the agreement shall be recorded in writing and shall be binding on the Parties once it is signed by their duly authorised representatives. 14.08 Nothing in this Article precludes 58.5.5 Failing agreement, either Party from having of the Parties may invite the Mediator to provide a dispute resolved by a court of competent jurisdiction, although no steps non-binding but informative written opinion. Such an opinion shall be taken provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Contract without the prior written consent of both Parties. 58.5.6 If the Parties fail to reach agreement in the structured negotiations within 60 Working Days of the Mediator being appointed, or such longer period as may be agreed by either Party the Parties, then any dispute or difference between them may be referred to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completedCourts.

Dispute Resolution. 14.01 If 18.1 The Authority and the Provider shall attempt in good faith to negotiate a settlement to any dispute occurs between them arising out of or in connection with the Parties concerning Agreement within 20 Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute ultimately to each Party’s Agreement Manager (or such other person as he may direct) of each Party. 18.2 Nothing in this dispute resolution procedure shall prevent either Party from seeking from any matter governed by this Agreement, the disputing Party shall promptly advise court of competent jurisdiction an interim order restraining the other Party and from doing any act or compelling the other Party to do any act. 18.3 If the dispute cannot be resolved by the Parties together shall use all reasonable efforts pursuant to resolve the dispute informally. 14.02 If the Parties are unable to resolve the dispute informally, within five (5) Work Days, the Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Ministry Representative, which particulars shall include the following: (a) a detailed description of the nature of the complaint; (b) a list of the relevant provisions of the Contract Documents; and (c) an evaluation by the Contractor of the matters in dispute. 14.03 The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: (a) that the Province accepts the position of the Contractor; or (b) that the Province rejects the position of the Contractor. 14.04 If the Province accepts the position of the Contractor, clause 18.1 the Parties shall enter into an Amending Document to reflect the Agreement. 14.05 If the Province rejects the position of the Contractor, the Parties shall proceed refer it to mediation with a mutually agreed upon third party. If pursuant to the procedure set out in clause 18.5 unless: 18.3.1 the Authority considers that the dispute is not resolved suitable for resolution by mediation; or 18.3.2 the Provider does not agree to mediation. 18.4 The obligations of the Parties shall not cease, or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and the Provider and its Staff shall comply fully with the requirements of the Agreement at all times. 18.5 The procedure for mediation and consequential provisions relating to mediation are as follows: 18.5.1 A neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the Parties, or if they are unable to agree upon a Mediator within fifteen (15) Work 10 Working Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within 10 Working Days from the date of the proposal to appoint a Mediator, or within 10 Working Days of notice to either Party that he is unable or unwilling to act, apply to a mediation provider to appoint a Mediator; 18.5.2 The Parties shall within 10 Working Days of the appointment of the mediatorMediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. 14.06 If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary at any stage seek assistance from a mediation provider to provide for guidance on a suitable procedure; 18.5.3 Unless otherwise agreed, all negotiations connected with the proper performance of the Work dispute and any settlement agreement relating to prevent delays. 14.07 If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect it shall be conducted in confidence and without prejudice to the rights of the Parties in any claim future proceedings; 18.5.4 If the Contractor may have concerning Parties reach agreement on the resolution of the dispute, the agreement shall be recorded in writing and shall be binding on the Parties once it is signed by their duly authorised representatives; 18.5.5 Failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative written opinion. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Agreement without the prior written consent of both Parties; 18.5.6 If the parties fail to reach agreement in the structured negotiations within 60 Working Days of the Mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the Courts. 14.08 Nothing in this Article precludes either Party from having a dispute resolved by a 18.6 Subject to clause 18.2, neither the Authority nor the Provider shall institute court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described procedures set out in Sections 14.01 through 14.03 has clauses 18.1 and 18.3 have been completed.