Common use of Pre-Arbitration Clause in Contracts

Pre-Arbitration. No arbitration with respect to any claim, dispute or controversy arising out of or in connection with or relating to this Agreement, or the breach or alleged breach of thereof, shall arise until the following procedures have been satisfied. Except with respect to any dispute with respect to the Parties’ rights under Sections 2.1 and 2.2 and intellectual property or confidentiality matters, each for which equitable relief may be sought (and such matters shall be the only matters for which equitable relief may be sought), the Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives of each Party who have the authority to settle the controversy. Either Party may give the other written notice of any dispute not resolved in the normal course of business. Within fifteen (15) business days after receipt of such notice, the receiving Party shall submit to the other a written response. The notice and the response shall include: (a) a statement of each Party’s position and a summary of arguments supporting that position; and (b) the name and title of the executive who will represent that Party and of any other person who will accompany the executive. Within thirty (30) days after delivery of the disputing Party’s notice, the executives of both Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the dispute. If the dispute cannot be settled through negotiation within forty-five (45) days after the initial meeting of the executives provided for above, either Party may institute arbitration proceedings as set forth in Section 11.2 below.