Common use of Dispute Resolution; Governing Law Clause in Contracts

Dispute Resolution; Governing Law. 12.1. This clause 12 shall not apply to unpaid undisputed Fees which, for the avoidance of any doubt, shall be deemed to be a material breach and shall be dealt with under clause 6.1 or 6.2 as applicable. 12.2. Where discussions take place between Parties to explore and /or resolve dissatisfaction such discussions shall take place on a “without prejudice basis” save for where otherwise expressed to be made on an open basis. 12.3. In the event of any other dispute, or where the Parties agree, any dispute over ▇▇▇▇, the Parties agree to the following dispute resolution procedure (Dispute Resolution Procedure): 12.3.1. If a dispute arises between the Parties in relation to any other matter, the representatives for each Party in relation to the applicable Statement of Work shall, in the first instance attempt to agree on a resolution for such dispute. If after 30 days (or such other time as agreed) such representatives are unable to resolve the dispute the Parties shall arrange for a senior representative to attend one or more meetings solely in order to resolve the matter in dispute. Such meetings 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 in question. 12.3.2. If the senior representatives are unable to resolve the matter in question within 30 days (or such other time as agreed) then the Parties will have recourse to mediation in accordance with the Resolution Institute Mediation Rules (or any other mediation procedure as agreed). To initiate a mediation either party may give Notice (Mediation Notice) to the other requesting mediation of the dispute and shall send a copy thereof to the Resolution Institute or agreed equivalent mediation organisation asking them to nominate a mediator. The mediation shall commence within 28 days of the Mediation Notice being served. Neither Party will commence legal proceedings against the other until 30 days after such mediation of the dispute in question has failed to resolve the dispute. Each Party will co-operate 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. 12.3.3. The Parties accept that in mediating prior to court proceedings commencing, the issues in dispute may not be fully articulated. 12.3.4. If a dispute is not resolved in accordance with the Dispute Resolution Procedure, then such dispute can be submitted by either party to the non-exclusive jurisdiction of the courts as shown in Table A. 12.3.5. Nothing contained in this clause 12 shall restrict either party's freedom to commence summary proceedings to procure or ensure performance of obligations and/or any required action to prevent further damages, preserve any legal right or remedy or to prevent the misuse of any of its Confidential Information. 12.4. This Agreement is governed by, and shall be construed in accordance with Table A.

Dispute Resolution; Governing Law. 12.1(a) The parties hereby agree to attempt to resolve any dispute, claim or controversy arising out of or relating to this Agreement by confidential mediation with a mutually agreeable, neutral mediator. This clause 12 The parties further hereby agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration or other dispute resolution procedures. Either party may commence the mediation process (the “Initiating Party”) by providing to the other party (the “Responding Party”) written notice, setting forth the subject of the dispute, claim or controversy, the relief requested and a list of one or more persons proposed to serve as the mediator. Within 10 days after the receipt of the foregoing notice, the Responding Party shall not apply deliver a written response to unpaid undisputed Fees whichthe Initiating Party’s notice, for which response shall also include a selection of a proposed mediator from the avoidance Initiating Party’s list or the name or names of any doubtpotential mediators counter-proposed by the Responding Party. If, shall be deemed to be a material breach and shall be dealt with under clause 6.1 or 6.2 as applicable. 12.2. Where discussions take place between Parties to explore and /or resolve dissatisfaction such discussions shall take place within three Business Days of the Initiating Party’s receipt of the Responding Party’s response, the parties do not agree on a “without prejudice basis” save for where otherwise expressed mediator, then within three Business Days thereafter, one mediator proposed by each party will together designate a mediator to preside over the mediation, the designation of which will be made binding on an open basis. 12.3the parties. Following the date on which a mediator is so selected, Purchaser and the Sellers shall use commercially reasonable efforts to conclude such mediation within 20 days. In the event that mediation is unsuccessful for any reason, the parties may resort to other dispute resolution methods in accordance with Section 11.6(b). The parties further acknowledge and agree that mediation proceedings are settlement negotiations, and that, to the extent allowed by applicable law, all offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties or their agents shall be confidential and inadmissible in any arbitration or other disputelegal proceeding involving the parties; provided, however, that evidence which is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. (b) THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Purchaser and Seller hereby irrevocably submit to the jurisdiction of the U.S. District Court for the District of Delaware, or where in the Parties agree, any dispute event (but only in the event) that such court does not have subject matter jurisdiction over ▇▇▇▇, the Parties agree to the following dispute resolution procedure (Dispute Resolution Procedure): 12.3.1. If a dispute arises between the Parties in relation to any other matter, the representatives for each Party in relation to the applicable Statement of Work shallsuch action or proceeding, in the first instance attempt to agree on a resolution for such dispute. If after 30 days (or such other time as agreed) such representatives are unable to resolve the dispute the Parties shall arrange for a senior representative to attend one or more meetings state courts located in New Castle County, Delaware, solely in order respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to resolve in this Agreement, and in respect of the matter transactions contemplated hereby and thereby. Purchaser and Seller irrevocably agree that all claims in dispute. Such meetings respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, shall be conducted heard and determined in such manner courts, and at that such venue (including a meeting conducted over the telephone) as to promote a consensual resolution jurisdiction of the dispute in question. 12.3.2. If the senior representatives are unable to resolve the matter in question within 30 days (or such other time as agreed) then the Parties will have recourse to mediation in accordance courts with the Resolution Institute Mediation Rules (or any other mediation procedure as agreed). To initiate a mediation either party may give Notice (Mediation Notice) respect thereto shall be exclusive, except solely to the other requesting mediation extent that all such courts shall decline to exercise such jurisdiction. Purchaser and Seller hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of the dispute any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Purchaser and shall send a copy thereof Seller hereby waive, and agree not to assert, to the Resolution Institute or agreed equivalent mediation organisation asking them to nominate a mediator. The mediation shall commence within 28 days of the Mediation Notice being served. Neither Party will commence legal proceedings against the other until 30 days after such mediation of the dispute in question has failed to resolve the dispute. Each Party will co-operate with any person appointed as mediator providing them with such information and other assistance as they shall require and will pay their costsmaximum extent permitted by law, as they shall determine ora defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in the absence respect of any such determinationtransaction, that such costs will be shared equally. 12.3.3. The Parties accept that in mediating prior to court proceedings commencingaction, the issues in dispute suit or proceeding may not be fully articulated. 12.3.4. If a dispute brought or is not resolved maintainable in accordance with such courts or that the Dispute Resolution Procedure, then venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts. Purchaser and Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute can and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11.1 or in such other manner as may be submitted permitted by either party to the non-exclusive jurisdiction of the courts as shown in Table A. 12.3.5. Nothing contained in this clause 12 shall restrict either party's freedom to commence summary proceedings to procure or ensure performance of obligations and/or any required action to prevent further damageslaw, preserve any legal right or remedy or to prevent the misuse of any of its Confidential Information. 12.4. This Agreement is governed by, and shall be construed in accordance with Table A.valid and sufficient service thereof. EACH PARTY TO THIS AGREEMENT WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS Section 11.6(b).

Dispute Resolution; Governing Law. ‌ 12.1. This clause 12 shall not apply to unpaid undisputed Fees which, for the avoidance of any doubt, shall be deemed to be a material breach and shall be dealt with under clause 6.1 or 6.2 as applicable. 12.2. Where discussions take place between Parties to explore and /or resolve dissatisfaction such discussions shall take place on a “without prejudice basis” save for where otherwise expressed to be made on an open basis.basis.‌ 12.3. In the event of any other dispute, or where the Parties agree, any dispute over ▇▇▇▇, the Parties agree to the following dispute resolution procedure (Dispute Resolution Procedure): 12.3.1. If a dispute arises between the Parties in Partiesin relation to any other matter, the representatives for each Party in relation to the applicable Statement of Work shall, in the first instance attempt to agree on a resolution for such dispute. If after 30 days (or such other time as agreed) such representatives are unable to resolve the dispute the Parties shall arrange for a senior representative to attend one or more meetings solely in order to resolve the matter in dispute. Such meetings 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 in question. 12.3.2. If the senior representatives are unable to resolve the matter in question within 30 days (or such other time as agreed) then the Parties will have recourse to mediation in accordance with the Resolution Institute Mediation Rules (or any other mediation procedure as agreed). To initiate a mediation either party may give Notice (Mediation Notice) to the other requesting mediation of the dispute and shall send a copy thereof to the Resolution Institute or agreed equivalent mediation organisation asking them to nominate a mediator. The mediation shall commence within 28 days of the Mediation Notice being served. Neither Party will commence legal proceedings against the other until 30 days after such mediation of the dispute in question has failed to resolve the dispute. Each Party will co-operate 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. 12.3.3. The Parties accept that in mediating prior to court proceedings commencing, the issues in dispute may not be fully articulated. 12.3.4. If a dispute is not resolved in accordance with the Dispute Resolution Procedure, then such dispute can be submitted by either party to the non-exclusive jurisdiction of the courts as shown in Table A. 12.3.5. Nothing contained in this clause 12 shall restrict either party's freedom to commence summary proceedings to procure or ensure performance of obligations and/or any required action to prevent further damages, preserve any legal right or remedy or to prevent the misuse of any of its Confidential Information.Information.‌ 12.4. This Agreement is governed by, and shall be construed in accordance with Table A.