Common use of Direct Negotiations Clause in Contracts

Direct Negotiations. The Parties hereby represent it to be their intention that all conflicts or uncertainties of an arbitrable nature, with legal relevance, that may arise with regard to the interpretation, performance, compliance, existence, validity, force, or termination of the Contract and any other aspect related to the Contract, shall be settled through direct negotiations between the Parties, within a term of three (03) months, counted as from the date on which one Party informs the other, in writing, of the existence of the conflict or legally relevant uncertainty. The request to initiate the aforementioned direct negotiations shall include a thorough description of the dispute and its grounds, as well as all applicable evidence. The deadline referred to in the preceding paragraph may be modified at the joint decision of the Parties, according to the circumstances of each dispute. Such agreement shall be placed in writing. In the case that the Parties, within the period provided for direct negotiations, are unable to settle the conflict or uncertainty that has arisen, they shall define it as a technical or non- technical conflict or uncertainty, as applicable. Technical conflicts or uncertainties shall be settled in accordance with the procedure set forth in Clause 14.7, Item a). Those conflicts or uncertainties that are not of a technical nature shall be settled in accordance with the procedure established in Clause 14.7, Item b). When the Parties are unable to reach an agreement with regard to the nature of the dispute, both Parties shall argue their position in a written communication, to be delivered to the opposing party. In this communication, they shall explain the reasons for which they believe the dispute is technical or non-technical. In the event that the disagreement between the Parties persists with regard to whether the conflict that has arisen is a Technical Dispute or Non-Technical Dispute, or in the event that the conflict has elements of both Technical and Non-Technical Disputes, then such conflict or uncertainty shall be considered a Non-Technical Dispute and shall be settled in accordance with the respective procedure established in Clause 14.7, Item b).

Direct Negotiations. The Parties hereby represent it to be their intention that all conflicts or uncertainties of an arbitrable nature, with legal relevance, that may arise with regard to the interpretation, performance, compliance, existence, validity, force, or termination of the Contract and any other aspect related to the Contract, shall be settled through direct negotiations between the Parties, within a term of three six (036) months, counted as from the date on which one Party informs the other, in writing, of the existence of the conflict or legally relevant uncertainty. The request to initiate the aforementioned direct negotiations shall include a thorough description of the dispute and its grounds, as well as all applicable evidence. The deadline referred to in the preceding paragraph may be modified extended at the joint decision of the Parties, according to the circumstances of each dispute. Such in which case such agreement shall be placed in writing. In the case that the Parties, within the period provided for direct negotiations, are unable to settle the conflict or uncertainty that has arisen, they shall define it as a technical or non- technical conflict or uncertainty, as applicable. Technical conflicts or uncertainties shall be settled in accordance with the procedure set forth in Clause 14.7, Item a). Those conflicts or uncertainties that are not of a technical nature shall be settled in accordance with the procedure established in Clause 14.7, Item b). When the Parties are unable to reach an agreement with regard to the nature of the dispute, both Parties shall argue their position in a written communication, to be delivered to the opposing party. In this communication, they shall explain the reasons for which they believe the dispute is technical or non-technical. In the event that the disagreement between the Parties persists with regard to whether the conflict that has arisen is a Technical Dispute or Non-Technical Dispute, or in the event that the conflict has elements of both Technical and Non-Technical Disputes, then such conflict or uncertainty shall be considered a Non-Technical Dispute and shall be settled in accordance with the respective procedure established in Clause 14.7, Item b).