Common use of Negotiation Clause in Contracts

Negotiation. Except for disputes arising with respect to a Termination Payment, the Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified in Section 8.2, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. Within five (5) Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than thirty (30) calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. If the matter is not resolved within forty-five (45) calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to the first paragraph of this Section 10.2, refuses or will not meet within ten (10) Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.3. If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within ten (10) Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.4 below.

Negotiation. (1) Except for disputes arising with respect to a Termination Payment, the Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified in Section 8.2, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager Party may request a meeting (in person or telephonically) to initiate negotiations to negotiations. Parties will then designate their respective Managers in writing, and the meeting shall be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) 15 Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. (2) Within five (5) 5 Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than thirty (30) 30 calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet meet, as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. (3) All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. (4) If the matter is not resolved within forty-five (45) 45 calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to the first paragraph of this Section 10.2subpart (a) above, refuses or will not meet within ten (10) 10 Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.310.14(b). (5) If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within ten (10) 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.4 10.14(c) below.. 10.14(b)

Negotiation. Except for disputes arising with respect to If a Termination Payment, Dispute arises between the Parties will at any time, such Dispute shall first be referred to the Parties’ Representatives named in this Schedule. The Parties’ Representatives shall meet without prejudice within 5 Days’ of receipt of the Dispute Notice by the Responding Party and they shall attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement such Dispute. Any decision jointly made by prompt negotiations between each Party’s Contract Representativethe Representatives shall be final and binding unless the Parties otherwise agree, as identified in Section 8.2, or such other person designated once it has been recorded in writing as a representative and signed by each Representative in accordance with paragraph 1.4. Subject to paragraph 3.1, if the Representatives have failed to resolve any Dispute within 10 Days’ of receipt of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) Dispute Notice by the Responding Party, the dispute shall be referred to initiate negotiations to be held the Parties’ Senior Representatives who shall within ten (10) Business Days 5 Days’ of the other Party’s receipt of Dispute being referred to them, meet without prejudice and attempt in good faith to resolve such requestDispute. Any decision jointly made by the Senior Representatives shall be final and binding unless the Parties otherwise agree, at a mutually agreed time once it has been recorded in writing and placesigned by each Senior Representative in accordance with paragraph 1.4. Mediation If the matter is not resolved within fifteen (15) Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. Within five (5) Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than thirty (30) calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. If the matter is not resolved within forty-five (45) calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to the first paragraph of this Section 10.2, refuses or will not meet within ten (10) Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.3. If a dispute exists with respect to the Termination Payment, and such dispute Dispute cannot be resolved by good faith negotiation negotiation, the Dispute shall be referred to Mediation pursuant to the procedure set out below unless any Party, acting reasonably, considers that the Dispute is not suitable for mediation. For the avoidance of doubt, nothing in this Schedule shall be taken to exclude or limit the rights of any Party to make such applications (including but not limited to applications as to costs) as it sees fit in any proceedings, relating to the conduct of the other Party and in particular, any decision made under paragraph 4.1 above. The procedure for mediation and consequential provisions relating to mediation are as follows: a neutral mediator (“the Mediator”) shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within ten 10 Days after a request from one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party may apply to the Centre for Effective Dispute Resolution and Mediation (10“CEDR”) Business to appoint a Mediator and the mediation shall be conducted in accordance with the rules and procedures of the CEDR. If the CEDR is unable or unwilling to nominate a Mediator then any Party may (subject to obtaining the consent of the other(s)) approach an alternative reputable mediation body; the Parties shall within 10 Days of the Non-Defaulting PartyMediator’s receipt of appointment meet with the detailed basis Mediator to discuss and agree a programme for the explanation exchange of all relevant information and the dispute then either procedure to be adopted for the mediation. Either Party may refer ask the matter directly Mediator to Arbitration, as set forth in Section 10.4 belowgive guidance on a suitable programme for information exchange and/or mediation procedure.

Negotiation. Except for disputes In the event of (i) a controversy, dispute or Action arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity or breach of this Agreement or the Ancillary Agreements or otherwise arising out of, or in any way related to, this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby, including any Action based on contract, tort, statute or constitution, or (ii) a claim with respect to a Termination Paymentthe inadvertent transfer or omission of an Asset or Liability as contemplated by the definition of “Biogen Retained Asset”, “Biogen Retained Liability”, “Bioverativ Asset” or “Bioverativ Liability”, respectively (collectively, “Disputes”), the appropriate executives of the Parties will attempt in good faith who have authority to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified in Section 8.2, settle the Dispute (or such other person individuals designated by the respective executives) shall negotiate for a reasonable period of time to settle such Dispute; provided, that such reasonable period shall not, unless otherwise agreed by the Parties in writing as a representative of the Party writing, exceed fifteen ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (1015) Business Days from the time of the other Party’s receipt by a Party of written notice of such request, at a mutually agreed time and placeDispute (“Dispute Notice”). If the matter is Dispute has not been resolved within fifteen (15) Business Days after receipt of their first meeting ("Initial Negotiation End Date")the Dispute Notice, the Managers shall refer the matter to the designated senior officers of respective Chief Executive Officers or their respective companiesdesignees (with full settlement authority) of Biogen and Bioverativ shall meet in person (or where necessary, who shall have authority to settle the dispute ("Executive(s)"). Within five (5by phone) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. Within five (5) Business Days of the Referral Date the Executives shall establish at a mutually acceptable location time and, if applicable, place, and date, which date shall not be greater than thirty (30) calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet thereafter as often as they reasonably deem necessary to exchange the relevant information and necessary, to attempt in good faith to resolve the dispute. All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the PartiesDispute. If the matter is Dispute has not been resolved within forty-five (45) calendar days after receipt of the Referral DateDispute Notice (“Negotiation Period”), or if the Party receiving the written request Parties shall be permitted to meet, seek any and all remedies pursuant to this Agreement or the first paragraph Ancillary Agreements in addition to any and all other rights and remedies at law or in equity. The Parties shall not assert the defenses of this Section 10.2, refuses or will not meet within ten (10) Business Days, either Party may initiate mediation statute of limitations and laches arising during the period beginning after the date of receipt of the controversy or claim according to the terms of the following Section 10.3. If a dispute exists Dispute Notice, and, other than with respect to this Article VIII, any contractual time period or deadline under this Agreement or any Ancillary Agreement to which such Dispute relates occurring after the Termination Payment, and such dispute canDispute Notice is received shall not be resolved by good faith negotiation deemed to have passed until such Dispute has been resolved. Notwithstanding anything in this Section 8.1 to the contrary, nothing in this Section 8.1 shall preclude either Party from seeking interim or provisional relief, including a temporary restraining order, preliminary injunction or other interim equitable relief concerning a Dispute, prior to the expiration of the Parties within ten (10) Business Days Negotiation Period, if necessary to protect the interests of the Non-Defaulting such Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.4 below.

Negotiation. Except for disputes arising with respect to a Termination Payment, the Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified in Section 8.2, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. Within five (5) Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than thirty (30) calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. If the matter is not resolved within forty-five (45) calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to the first paragraph of this Section 10.2, refuses or will not meet within ten (10) Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.3. If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within ten (10) Business Days of the Non-Non- Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.4 below.

Negotiation. Except (a) It is the intent of the Parties to use their respective commercially reasonable efforts to resolve expeditiously any Dispute that may arise on a mutually acceptable negotiated basis. In furtherance of the foregoing, any party involved in a Dispute may deliver a notice (an “Escalation Notice”) demanding an in-person meeting involving representatives of the parties at a senior level of management of the parties (or if the parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or, if one does not exist, the President or Chief Executive Officer, of each party involved in the Dispute (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for disputes arising such discussions or negotiations between the parties may be established by the parties from time to time; provided, however, that the parties shall use their commercially reasonable efforts to meet within 20 days of the Escalation Notice. Notwithstanding the provisions of Section 5.3(a), during the period from the date hereof through the first anniversary of the Distribution Date, in the event the parties involved in a Dispute do not resolve the Dispute in accordance with the foregoing provisions of this Section 5.2(a) within 60 days after the delivery of the Escalation Notice with respect to a Termination Paymentsuch Dispute, the Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified in Section 8.2, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to Dispute shall be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter referred to the designated senior officers Board of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days Directors of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral of RemainCo and identifying the name and title of the Executive who will represent the Party. Within five (5) Business Days of the Referral Date the Executives shall establish a mutually acceptable location and dateSpinCo, which date shall not each be greater than thirty (30) calendar days from the Referral Date, requested to meet. After the initial meeting date, the Executives shall select a subcommittee thereof to meet as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the disputeDispute within 45 days of such referral, and no party involved in a Dispute may deliver an Arbitration Demand Notice pursuant to Section 5.3(a) until after such 45-day period has elapsed. All communication and writing exchanged between the Parties in connection with these negotiations Any resolution of a Dispute pursuant to this Section 5.2 shall be confidential and shall not be used or referred to memorialized in any subsequent binding adjudicatory process between the Parties. If the matter is not resolved within forty-five (45) calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to the first paragraph of this Section 10.2, refuses or will not meet within ten (10) Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.3. If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved writing signed by good faith negotiation of the Parties within ten (10) Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.4 belowboth parties.

Negotiation. Except (a) It is the intent of the Parties to use their respective commercially reasonable efforts to resolve expeditiously any Dispute that may arise on a mutually acceptable negotiated basis. In furtherance of the foregoing, any party involved in a Dispute may deliver a notice (an “Escalation Notice”) demanding an in-person meeting involving representatives of the parties at a senior level of management of the parties (or if the parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or, if one does not exist, the President or Chief Executive Officer, of each party involved in the Dispute (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for disputes arising such discussions or negotiations between the parties may be established by the parties from time to time; provided, however, that the parties shall use their commercially reasonable efforts to meet within 20 days of the Escalation Notice. Notwithstanding the provisions of Section 5.3(a), during the period from the date hereof through the first anniversary of the Distribution Date, in the event the parties involved in a Dispute do not resolve the Dispute in accordance with the foregoing provisions of this Section 5.2(a) within 60 days after the delivery of the Escalation Notice with respect to a Termination Paymentsuch Dispute, the Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified in Section 8.2, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to Dispute shall be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter referred to the designated senior officers Board of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days Directors of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral of MII and identifying the name and title of the Executive who will represent the Party. Within five (5) Business Days of the Referral Date the Executives shall establish a mutually acceptable location and dateB&W, which date shall not each be greater than thirty (30) calendar days from the Referral Date, requested to meet. After the initial meeting date, the Executives shall select a subcommittee thereof to meet as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the disputeDispute within 45 days of such referral, and no party involved in a Dispute may deliver an Arbitration Demand Notice pursuant to Section 5.3(a) until after such 45-day period has elapsed. All communication and writing exchanged between the Parties in connection with these negotiations Any resolution of a Dispute pursuant to this Section 5.2 shall be confidential and shall not be used or referred to memorialized in any subsequent binding adjudicatory process between the Parties. If the matter is not resolved within forty-five (45) calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to the first paragraph of this Section 10.2, refuses or will not meet within ten (10) Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.3. If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved writing signed by good faith negotiation of the Parties within ten (10) Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.4 belowboth parties.

Negotiation. Except for (a) In the event of a controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity, termination or breach of this Agreement or any Ancillary Agreement (unless such Ancillary Agreement expressly provides that disputes arising thereunder will not be subject to the resolution procedures set forth in this Article VIII), including with respect to claim notices delivered pursuant to Section 6.4 and 6.8 hereof, or otherwise arising out of or in any way related to this Agreement or any such Ancillary Agreement or the transactions contemplated hereby or thereby, including any claim based on Contract, tort, Law or constitution (but excluding any controversy, dispute or claim arising out of any Contract with a Termination PaymentThird Party if such Third Party is a necessary party to such controversy, dispute or claim) (each a, “Dispute”), either party shall provide written notice of such Dispute to the other Party in writing in accordance with the terms of this Agreement or any applicable Ancillary Agreement (a “Dispute Notice”). Other than in the case of a Party making a claim for indemnification pursuant to Section 6.4 or Section 6.8 or any equivalent provision in any applicable Ancillary Agreement, in which case such Dispute Notice shall contain solely such information as required therein, a Dispute Notice shall (i) describe such Dispute in reasonable detail (including the facts underlying each particular claim (or series of substantially similar or related claims if it would reasonably be unduly burdensome to provide such information for each particular claim) and an identification of each section of this Agreement or any Ancillary Agreement pursuant to which such Dispute arises) and (ii) set forth the Party’s good faith estimate of the damages or equitable relief requested by them arising from such Dispute (as applicable). The Party receiving such Dispute Notice shall have twenty (20) days from the date of delivery of the Dispute Notice (the “Disagreement Deadline”) to deliver in writing to the other Party its disagreement with the Dispute Notice (a “Notice of Disagreement”). If the Party receiving a Dispute Notice serves a timely Notice of Disagreement, the Dispute set forth in the Dispute Notice shall be referred by either Party or any of the members of their respective Groups for negotiation as set forth in this Section 8.1(a). The Parties will attempt agree to negotiate in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified in Section 8.2, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and placenoticed Dispute. If the matter is not resolved within fifteen (15) Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. Within five (5) Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than thirty (30) calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet as often as they reasonably deem necessary to exchange the relevant information and to attempt Parties are unable for any reason to resolve the dispute. All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. If the matter is not resolved a Dispute within forty-five (45) calendar days from the time of receipt of the Referral DateNotice of Disagreement and the forty-five (45) day period is not extended by mutual written consent, or if then the Party receiving the written request to meet, pursuant to the first paragraph of this Section 10.2, refuses or will not meet within ten (10) Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.3. If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation Chief Executive Officers of the Parties within ten shall enter into negotiations for a reasonable period of time to settle such Dispute; provided, however, that such reasonable period shall not, unless otherwise agreed by the Parties in writing, exceed sixty (1060) Business Days days from the forty-fifth (45th) day noted above, if and as extended by mutual agreement of the Non-Defaulting Party’s receipt of Parties (the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.4 below“Negotiation Deadline”).

Negotiation. (1) Except for disputes arising with respect to a Termination Payment, the Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract RepresentativeManager, as identified in Section 8.2on the Cover Sheet hereof, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) 15 Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. (2) Within five (5) 5 Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than thirty (30) 30 calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet meet, as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. (3) All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. (4) If the matter is not resolved within forty-five (45) 45 calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to the first paragraph of this Section 10.2subpart (a) above, refuses or will not meet within ten (10) 10 Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.310.14(b). (5) If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within ten (10) 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.4 10.14(c) below.. 10.14(b)

Negotiation. Except for disputes arising with respect to a Termination Payment, the Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified in Section 8.2, or such other person designated in writing as a representative of the Party ("“Manager"”). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) Business Days of their first meeting ("“Initial Negotiation End Date"”), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("“Executive(s)"”). Within five (5) Business Days of the Initial Negotiation End Date ("“Referral Date"”), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. Within five (5) Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than thirty (30) calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. If the matter is not resolved within forty-five (45) calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to the first paragraph of this Section 10.2, refuses or will not meet within ten (10) Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.3. If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within ten (10) Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.4 below.

Negotiation. Except for disputes arising with respect to a Termination Payment, the The Parties will shall attempt in good faith to resolve any controversy or claim dispute arising out of or relating to this Agreement (a “Dispute”) promptly by prompt negotiations between each Party’s Contract Representative, as identified in Section 8.2, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, executives who shall have authority to settle the controversy. Any Party may give the other disputing Party written notice of any dispute not resolved in the normal course of business ("Executive(s)"“Notice of Dispute”). Within five (5) Business Days days after the effective date of a Notice of Dispute, executives of the Initial Negotiation End Date ("Referral Date"), each Party disputing Parties shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. Within five (5) Business Days of the Referral Date the Executives shall establish agree upon a mutually acceptable location time and date, which date shall not be greater than thirty (30) calendar days from the Referral Date, place to meet. After the initial meeting date, the Executives meet and shall meet at that time and place, and thereafter as often as they reasonably deem necessary necessary, to exchange the relevant information and to attempt to resolve the dispute. All communication and writing exchanged between The first of those meetings shall take place within 30 days of delivery of the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Partiesdisputing Party’s Notice of Dispute. If the matter is has not been resolved within forty-five (45) calendar 60 days of delivery of the Referral DateNotice of Dispute, or if the Party receiving the written request Parties fail to meetagree on a time and place for an initial CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY GLOBAL GEOPHYSICAL SERVICES, pursuant to the first paragraph INC. FOR CERTAIN PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS AGREEMENT WITH “*****”. meeting within five days of this Section 10.2that notice, refuses or will not meet within ten (10) Business Days, either any Party may initiate mediation arbitration of the controversy or claim according to the terms of the following Section 10.3as provided hereinafter. If a dispute exists with respect negotiator intends to be accompanied at a meeting by an attorney, the Termination Payment, other negotiators shall be given at least three Business Days’ notice of that intention and such dispute cannot may also be resolved accompanied by good faith negotiation of the Parties within ten an attorney. All negotiations pursuant to this clause 12.7. (10a) Business Days of the Non-Defaulting Party’s receipt of the detailed basis shall be treated as compromise and settlement negotiations for the explanation purposes of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.4 belowapplicable rules of evidence and procedure.

Negotiation. Except for disputes arising with respect to a Termination Payment, the The Parties will attempt in good faith to resolve promptly through negotiation any claim or controversy or claim arising out of or relating to this Agreement by prompt negotiations between each PartyContract. If a controversy or claim should arise, LTD’s Contract Manager and Contractor’s principal contact with LTD (herein referred to as “Contractor’s Field Representative”) will meet at least once and will attempt in good faith to resolve the dispute. For such purpose, as identified in Section 8.2, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager either may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such requestto meet within seven (7) days, at a mutually agreed upon time and place. If LTD’s Contract Manager and Contractor’s Field Representative are not able to resolve the matter is not resolved dispute within fifteen seven (157) Business Days of days after their first meeting ("Initial Negotiation End Date"or such longer period of time as may be mutually agreed upon), either Party may request that LTD’s Assistant General Manager – Service Delivery (herein referred to as “AGM”) and the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. Within five (5) Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than thirty (30) calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall Contractor's Management Representative meet as often as they reasonably deem necessary to exchange the relevant information and at least once to attempt in good faith to resolve the dispute. All communication If LTD’s AGM and Contractor’s Management Representative are not able to resolve the dispute within fourteen (14) days after the first meeting of LTD’s Contract Manager and Contractor’s Field Representative (or such longer period of time as may be mutually agreed upon), LTD’s AGM will notify the Contractor’s Management Representative in writing exchanged between that the LTD’s General Manager (herein referred to as the “GM”) shall render a decision within seven (7) days, which decision shall be considered advisory only and not binding in the event of litigation in respect of the claim. Upon expiration of such time period, the GM will render to the Parties LTD’s written decision relative to the claim, including any change in connection with these negotiations the Contract Sum or Contract Time or both. If there is a surety and there appears to be a possibility of a Contractor’s default, LTD may, but is not obligated to, notify the surety and request the surety’s assistance in resolving the controversy. Contractor shall, within seven (7) days after the effective date of this Contract, designate to LTD its Field Representative and Management Representative, the latter of whom shall be confidential an executive level individual with authority to settle disputes. LTD and Contractor may each change the designation of its Field Representative and Management Representative, but shall not be used or referred to in any subsequent binding adjudicatory process between maintain at all times during the Parties. If the matter is not resolved within forty-five (45) calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to the first paragraph term of this Section 10.2, refuses or will not meet within ten (10) Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.3. If Contract both a dispute exists with respect to the Termination Payment, designated Field Representative and such dispute cannot be resolved by good faith negotiation of the Parties within ten (10) Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.4 belowa designated Management Representative.

Negotiation. Except for disputes arising with respect to a Termination Payment, the Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified in Section 8.2on the Cover Sheet hereof, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) 15 Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. Within five (5) 5 Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than thirty (30) 30 calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet meet, as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. If the matter is not resolved within forty-five (45) 45 calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to the first paragraph of this Section 10.2subpart (a) above, refuses or will not meet within ten (10) 10 Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.310.1(b). If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within ten (10) 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.4 10.1(c) below.

Negotiation. Except for disputes arising with respect to a Termination Paymentthe injunctive remedies provided by Section 9.4, in the Parties will attempt event of any claims, counterclaims, demands, causes of action, disputes, controversies, and other matters in good faith to resolve any controversy or claim question arising out of or relating to this Agreement, any provision hereof, the alleged breach thereof, or in any way relating to the subject matter of this Agreement or the relationship between -60- 66 the Parties created by prompt this Agreement, involving the Parties and/or their respective representatives and/or Affiliates, including, without limitation, arising out of the Other Agreements or the Guaranty Agreement (all of which are referred to herein as "Disputes"), the Parties shall promptly seek to resolve any such Dispute by negotiations between each Party’s Contract Representative, as identified in Section 8.2, or such other person designated in writing as a representative senior executives of the Parties who have authority to settle the Dispute. When a Party ("Manager"). Either Manager may request believes there is a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days Dispute under this Agreement, that Party will give the other Party written notice of the other Party’s Dispute. Within thirty (30) days after receipt of such requestnotice, the receiving Party shall submit to the other a written response. Both the notice and response shall include (i) a statement of each Party's position and a summary of the evidence and arguments supporting its position, and (ii) the name, title, fax number, and telephone number of the executive who will represent that Party. In the event the Dispute involves a claim arising out of the actions of any Person or entity not a signatory to this Agreement, the receiving Party shall have such additional time as necessary, not to exceed an additional thirty (30) days, to investigate the Dispute before submitting a written response. The executives shall meet at a mutually agreed acceptable time and place. If the matter is not resolved place within fifteen (15) Business Days of their first meeting ("Initial Negotiation End Date"), days after the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days date of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral response and identifying the name and title of the Executive who will represent the Party. Within five (5) Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than thirty (30) calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet thereafter as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the disputeDispute. If one of the executives is an attorney or intends to be accompanied at a meeting by an attorney, the other executive shall be given at least five (5) days' notice of such intention and may also be accompanied by an attorney. All communication negotiations and writing exchanged between communications pursuant to this Article XV shall be treated and maintained by the Parties in connection with these negotiations as confidential information and shall be confidential treated as compromise and shall not be used or referred to in any subsequent binding adjudicatory process between settlement negotiations for the Parties. If the matter is not resolved within forty-five (45) calendar days purposes of the Referral Date, or if the Party receiving the written request to meet, pursuant to the first paragraph Federal and State Rules of this Section 10.2, refuses or will not meet within ten (10) Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.3. If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within ten (10) Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.4 belowEvidence.

Negotiation. Except If there is any dispute or disagreement between or among any of the Parties as to the interpretation of any provision of, or the performance of obligations under, this Agreement (except for such disputes arising with respect to a Termination Paymentor disagreements regarding the Final Closing Balance Sheet, the Parties will attempt in good faith Purchase Price Allocation or the calculation of any Earn-Out Amount, which shall be resolved exclusively pursuant to resolve Section 3.8) (a “Dispute”), then the Dispute, upon the written request of Buyer, Company or any controversy or claim arising out of or relating Member, shall be referred to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified in Section 8.2, or such other person designated in writing as a representative representatives of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date")Parties for decision, each Party shall provide one another written notice confirming being represented by a senior executive officer who has no direct operational responsibility for the referral transactions contemplated hereby and identifying who has the name and title of the Executive who will represent the Party. Within five (5) Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than thirty (30) calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet as often as they reasonably deem necessary to exchange the relevant information and to attempt authority to resolve the disputeDispute (collectively, the “Representatives”). The Representatives shall promptly meet in a good faith effort to resolve the Dispute. All communication negotiations pursuant to this Section 9.2 shall be considered confidential settlement discussions, and writing exchanged between none of the Parties may offer into evidence, mention or otherwise use statements made in connection with these such negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between alternative dispute resolution proceeding or Litigation. No arbitrator, including the PartiesTribunal, shall have the authority to consider any such statements. If If, after the matter is not resolved within forty-five thirtieth (4530th) calendar days of day after Buyer, Company or any Member delivered the Referral Date, or if the Party receiving the above-described written request to meet, pursuant to the first paragraph of this Section 10.2, refuses or will not meet within ten (10) Business Daysfor referral, either Party may initiate mediation of Buyer, Company or any Member believes that the controversy or claim according to the terms of the following Section 10.3. If a dispute exists with respect to the Termination Payment, and such dispute Dispute cannot be resolved by good faith negotiation the Representatives through negotiation, then such Party may submit the Dispute to arbitration under Section 9.3 by filing a demand for arbitration with any nationally recognized dispute resolution firm upon which Buyer, Company and Members agree in writing (or, if agreement cannot be reached, with JAMS or the American Arbitration Association, at the election of the Parties within ten Party that delivered the above-described written request for referral) and delivery a copy of such demand for arbitration to the other, or such other nationally recognized alternative dispute resolution firm upon which Buyer, Company and Members agree in writing (10) Business Days the “ADR Firm”), and delivering a copy of such demand for arbitration to the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.4 belowother.

Negotiation. Except for disputes arising with respect A Party shall give written notice ("Dispute Notice") to the other Parties of a Termination PaymentDispute and outline in reasonable detail the relevant information concerning the Dispute. Within seven (7) days following receipt of the Dispute Notice, the Parties will shall each appoint a Representative, who shall meet and attempt to resolve the Dispute through discussion and negotiation. If the Dispute is not resolved within thirty (30) days of the appointment of a Representative by each Party, the negotiation shall be deemed to have failed. Mediation: If the Representatives cannot resolve the Dispute through negotiation within such thirty (30) day period, then the Dispute shall be referred to Mediation. In such event, any Party shall be entitled to provide the other Parties with a written notice ("Mediation Notice") specifying: the subject matters remaining in Dispute, and the details of the matters in Dispute that are to be mediated; and the nomination of an individual to act as the Mediator. The Parties shall, within thirty (30) days of the Mediation Notice, jointly nominate or agree upon a Mediator. Where a Mediator is appointed, the Parties shall submit in writing their Dispute to the Mediator, and afford to the Mediator access to all records, documents and information the Mediator may reasonably request. The Parties shall meet with the Mediator at such reasonable times as may be required and shall, through the intervention of the Mediator, negotiate in good faith to resolve any controversy or claim arising out of or relating their dispute. All proceedings involving a Mediator are agreed to this Agreement by prompt negotiations between each Party’s Contract Representativebe without prejudice, as identified in Section 8.2, or such other person designated in writing as a representative and the cost of the Party ("Manager")Mediator shall be shared equally between the Parties. Either Manager may request In the event that the Parties do not agree on the appointment of a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. Within five (5) Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than Mediator with thirty (30) calendar days of the Mediation Notice; the Mediation is not completed within thirty (30) days after the appointment of the Mediator; or the Dispute has not been resolved within sixty (60) days from the Referral Datedate of receipt of the Dispute Notice; any Party may by notice to the others, to meet. After withdraw from the initial meeting date, Mediation process and in such event the Executives shall meet as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. All communication and writing exchanged between the Parties in connection with these negotiations Dispute shall be confidential and shall not be used or referred deemed to in any subsequent binding adjudicatory process between the Parties. If the matter is not resolved within forty-five (45) calendar days of the Referral Date, or if the Party receiving the written request have failed to meet, pursuant to the first paragraph of this Section 10.2, refuses or will not meet within ten (10) Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.3. If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within ten (10) Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.4 belowMediation.

Negotiation. Except for disputes arising with respect to a Termination PaymentIn the event that any claim, the Parties will attempt in good faith to resolve dispute, controversy, difference, disagreement, or grievance (of any controversy and every kind or claim type, whether based on contract, tort, statute, regulation or otherwise) arising out of of, connected with or relating in any way to this Agreement by prompt negotiations between each Party’s Contract Representative(including the construction, as identified in Section 8.2validity, interpretation, termination, enforceability or such other person designated in writing as a representative breach of the Party this Agreement) ("Manager"). Either Manager may request a meeting (in person or telephonically“Dispute”) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. Within five (5) Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall cannot be greater than resolved informally within thirty (30) calendar days Days after the Dispute arises, either Party may give written notice of the Dispute (“Dispute Notice”) to the other Party requesting that a senior executive from each Party meet to resolve the Referral Date, Dispute. Each such senior executive shall have full authority to meet. After resolve the initial meeting date, the Executives Dispute and shall meet at a mutually agreeable time and place within thirty (30) Days after receipt by the non-notifying Party of such Dispute Notice, and thereafter as often as they deem reasonably deem necessary to exchange the relevant information and to attempt to resolve the disputeDispute. All communication and writing exchanged between Such negotiations shall be held in Houston, Texas or at another location mutually agreed in writing. In no event shall this Section 18.1 be construed to limit either Party’s right to take any action under this Agreement, including Owner’s rights under Section 16.1. Notwithstanding the Parties foregoing, in the event of a Dispute regarding (a) whether a specific item of Work meets the definition of Punchlist under Article 1 in connection with these negotiations Section 11.5 or (b) if and when Substantial Completion or Final Completion has occurred, as applicable, in accordance with Section 11.3 or 11.6, representatives of Owner’s senior executive and Contractor’s senior executive shall be confidential meet immediately upon request of either Party to attempt to resolve such Dispute. Each such executive representative shall have full authority to resolve such Dispute and shall not be used or referred to meet in person at a mutually agreeable time and place. The Parties agree that if any subsequent binding adjudicatory process between the Parties. If the matter such Dispute is not resolved within forty-five ninety (4590) calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to the first paragraph of this Section 10.2, refuses or will not meet within ten (10) Business Days, Days after either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.3. If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within ten (10) Business Days of the Non-Defaulting Party’s receipt of the detailed basis request for the explanation of the dispute such meeting between senior executives, then either Party may by notice to the other Party refer the matter directly Dispute to Arbitration, as set forth be decided by final and binding arbitration in accordance with Section 10.4 below18.2.