13.1Dispute Resolution. The Parties agree that any dispute arising with respect to the interpretation, enforcement, termination or invalidity of this Agreement, or the failure of the JSC or any Working Group to reach unanimous agreement on any issue within its respective authority under this Agreement, any alleged failure to perform, or breach of, this Agreement, or any issue relating to the interpretation or application of this Agreement (each, a “Dispute”), shall be resolved through the procedures set forth in this Article 13.
13.2Committee Disputes. Disputes as to matters within the authority of the JSC or any Working Group will be resolved as set forth in Section 2.5; provided that any dispute as to the application of such Section 2.5 shall be subject to the provisions of this Article 13.
13.3Other Disputes. All Disputes other than those Disputes resolved as described in Section 13.2 (each, an “Other Dispute”) shall be subject to the provisions of Sections 13.3.1 and all Other Disputes other than those described in Section 13.4 shall be subject to the provisions of Section 13.3.2, if applicable.
13.3.1Initial Escalation. With respect to all Other Disputes, if the Parties are unable to resolve any such Other Dispute within thirty (30) days after such Other Dispute is first identified by either Party in writing to the other, either Party shall have the right to refer such Other Dispute to the Senior Executives for attempted resolution by written notice to the other Party referencing the particular Other Dispute and this Section 13.3.1. In such case, the Senior Executives shall conduct good faith negotiations and seek to resolve the Other Dispute within thirty (30) days after such notice is received, including having at least one (1) in-person meeting of the Senior Executive within twenty (20) days after such notice is received. If the Senior Executives resolve such Other Dispute, a memorandum setting forth their agreement to resolve the Other Dispute will be prepared and signed by both Parties if requested by either Party. In all events, the Parties shall cooperate in an effort to limit the issues for consideration in such manner as narrowly as reasonably practicable in order to resolve the Other Dispute.
13.3.2Binding Arbitration. If the Senior Executives are not able to resolve such Other Dispute referred to them under Section 13.3.1 within the time period set forth in Section 13.3.1, then unless such Other Dispute is described in Section 13.4, such Other Dispute shall be resolved through binding arbitration, which arbitration may be initiated by either Party by written notice to the other Party referencing the particular Other Dispute and this Section 13.3.2 at any time after the conclusion of such period, on the following basis:
(a)The place of arbitration shall be Hong Kong and all proceedings and communications shall be in English.
Confidential material omitted and filed separately with the Commission.