Common use of Technical Dispute Clause in Contracts

Technical Dispute. If the Parties are unable to resolve a Technical Dispute among themselves to their respective satisfaction, the Parties agree to cooperate in good faith to nominate an independent expert to be mutually agreed upon by the Parties to review and analyze the Technical Dispute and offer a confidential, non-binding, written opinion to the Parties on the matter. Each Party shall promptly provide, at its own cost, such data and information as it deems reasonably necessary to resolve the Technical Dispute to the independent expert and to the other Party. The independent expert may conduct telephone or other discussions with the Parties in joint sessions as part of the evaluation of the matter. All information and documents submitted to the independent expert shall be treated as confidential and submitted/presented in good faith as if they were part of a confidential mediation process under applicable Law. The independent expert shall issue its written opinion in the matter within fifteen (15) Days of the final submissions. The Parties are free to accept, reject or modify the written opinion in their discretion to attempt to resolve the Technical Dispute. If the Parties are not able to resolve the Technical Dispute through this process in its entirety, the submissions, discussions and written opinion shall remain confidential as they were part of a mediation conducted under applicable Law. For the purposes of this Agreement, a “Technical Dispute” shall mean a dispute regarding whether the BESS conforms to the technical specifications in the Agreement, whether the relevant part of the Site meets the required site characteristics, whether the performance or commissioning tests contemplated by the Agreement have been satisfied, and any other Disputes of a technical or engineering nature. All Technical Disputes shall be resolved on an accelerated basis.