DISPUTED PERFORMANCE Clause Samples

DISPUTED PERFORMANCE. In the event of a dispute as to the performance of a Launched Satellite, Customer shall provide Contractor with such technical data, reports, analyses, and records as are available to support Customer's determination and Contractor shall be given thirty (30) Calendar Days to verify the data. If, following such thirty (30) Calendar Day period, Contractor continues to disagree with Customer's determination and is able to present evidence to the contrary, then Customer shall consider such evidence and consult with Contractor. In the event the Parties do not reach agreement, the Parties agree to have an independent determination of the Satellite's technical status performed by a mutually-acceptable technically-qualified third party. The costs incurred in retaining the third party shall be shared equally between Contractor and Customer. The Parties agree that before reference to such mutually-acceptable technically-qualified third party, an informal forum between the Parties' Chief Executive Officers shall take place to attempt resolution of said dispute. In the event such efforts to resolve the dispute are unsuccessful, the Parties shall proceed under Article 27.2 (Arbitration). The foregoing independent determination may be used by either Party in any arbitration under Article 27.2 (Arbitration), but such determination shall not be binding upon the arbitrators.

DISPUTED PERFORMANCE. Customer shall notify the Contractor of any failure of the Satellite to meet any performance criteria set forth in Exhibit D within two (2) Business Days of when Customer knows of said failure to meet the performance criteria. In the event of a dispute as to the performance of the Satellite, Customer shall provide Contractor with such technical data, reports, analyses, and

DISPUTED PERFORMANCE. 53 12.5 Roll-Over of Incentive Amounts.......................................................... 53 12.6

DISPUTED PERFORMANCE. 37 13. INSURANCE .............................................................. 38 13.1 GENERAL ................................................................ 38

DISPUTED PERFORMANCE. In the event ORION claims for any month of operation of the ORION-Z Spacecraft that any of the criteria established or referred to under Articles 12.3, 12.4 and 12.5 above have not been met, ORION's claim shall be accompanied by technical data, reports, analyses and such records as are available to support such claim, and Contractor shall be given an opportunity to verify the data. Should Contractor disagree with such claim and present evidence to the contrary, then ORION shall consider such evidence and consult with Contractor. In the event the Parties cannot resolve such disagreement, then either Party may proceed under Article 16 (Dispute Resolution) to have such dispute resolved.