Disputed Fees and Right to Offset. Subject to the Disputed Payments Cap, Customer may withhold payment of any portion of an invoice that it disputes in good faith and will provide Provider with a written explanation in a form acceptable to Customer of the basis for any disputed amounts it has withheld. Customer’s failure to dispute or withhold a payment will not operate as a waiver of the right to dispute and recover such amount. Customer may deduct from the Fees owed by Customer to Provider any amount that should be reimbursed to Customer or is otherwise payable to Customer pursuant to this MSA or any Statement of Work, including but not limited to Deliverable Credits and Performance Credits. ConfidentialPage 20 of 66Juniper – IBM, MSA, dated 12-31-2018MA-IB-00136-2018 Confidential Treatment Requested by Juniper Networks, Inc. In the event of a payment dispute, the Parties will immediately investigate and attempt to resolve the dispute pursuant to Schedule 5 (Governance) hereof. Upon resolution of the dispute, Customer will promptly pay to Provider any disputed amounts due to Provider, and Provider will promptly pay Customer any disputed amounts due to Customer, based upon the agreement reached by the Parties during the dispute resolution process. In the event such withheld amounts would, in the aggregate, exceed the equivalent of [***] months of the Fees payable under the applicable Statement of Work (including under all related Local Services Agreements) (“Disputed Payments Cap”), Customer will pay to Provider, under protest and without waiver of any rights regarding the underlying dispute, all disputed amounts in excess of the Disputed Payment Cap as and when due.