Common use of Disputes between the Clause in Contracts

Disputes between the. parties a) Any controversy arising in relation to the execution of this CONTRACT, including its interpretation and any aspect related to its existence, validity or termination, with the exception of those matters related to the exercise of attributions or functions of the GOVERNMENTAL AUTHORITIES, shall be amicably resolved by the PARTIES within a direct agreement, within ninety (90) CALENDAR DAYS counted from the date that one PARTY communicates to the other, in writing, the existence of the conflict of uncertainty of legal relevance. The request for the initiation of direct dealing must include a description of the dispute and its due substantiation, as well as be accompanied by all the corresponding means of evidence. The agreements adopted by the PARTIES during the direct dealing procedure shall be recorded in the respective record(s). The term referred to in the preceding paragraph may be modified by joint decision of the PARTIES, according to the circumstances of each dispute. Such agreement shall be in writing. In the event that the PARTIES do not reach a satisfactory agreement, they shall unconditionally submit to legal arbitration, in the case of Non-Technical Disputes. In case of Technical Disputes, they shall be submitted to conscientious arbitration. The rules for both types of arbitration are as follows. Disputes on matters of free disposal of the PARTIES may be submitted to arbitration, in accordance with the provisions of Article 2 of Legislative Decree No. 1071. If the PARTIES do not agree, within the direct dealing period, as to whether the dispute or controversy is a Non-Technical Dispute or a Technical Dispute, or whether the dispute has Technical Dispute and Non-Technical Dispute components, in this case, such dispute or uncertainty shall be considered as a Non-Technical Dispute and shall be resolved in accordance with legal arbitration. b) The rules of procedure applicable to the arbitration shall be those of the national arbitration center chosen by the PARTIES, as provided in this clause, and to whose rules they unconditionally submit, with Legislative Decree No. 1071, General Arbitration Law, including its amending, extending and related rules or any other that may replace it, being of supplementary application. The arbitrators shall be empowered to fill any gap with respect to the aforementioned regulations. c) The arbitration shall take place in the city of Lima and shall be conducted in Spanish. Disputes shall be settled in accordance with applicable Peruvian law. d) The arbitration shall be conducted by a panel of three (3) arbitrators, each PARTY shall appoint one arbitrator. The third arbitrator, who shall preside over the Tribunal, shall be appointed by agreement of the other two arbitrators selected by the PARTIES. If one of the PARTIES fails to appoint its arbitrator within ten