International Dispute Resolution Provision

In the event of any dispute, controversy or claim arising out of, in relation to, or in connection with the Agreement or the operation/activities carried out under the Agreement, including without limitation any dispute as to the existence, construction, validity, interpretation, enforceability or breach of the Agreement (hereafter “Dispute”), the Parties shall endeavor in good faith to reach a resolution of the Dispute satisfactory to both Parties through informal negotiations. Either Party may commence such process by requesting a meeting with the other Party, which may take place in person, or remotely. Each Party shall nominate a senior manager with decision making authority who shall meet to try to resolve the Dispute.

If the Dispute is not resolved within sixty (60) business days of the meeting between the senior managers taking place, then the Dispute shall be referred to and finally resolved by arbitration. The Arbitration will be administered by the American Arbitration Association (hereafter “AAA”) through its International Centre for Dispute Resolution (hereafter “ICDR”) in accordance with its International Arbitration Rules (hereafter “IAR”) and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The AAA is hereby designated as the appointing authority.

Unless otherwise agreed by the Parties, the Agreement including this Dispute Resolution Provision, shall be governed, construed, interpreted, enforced and the relationship of the Parties determined in accordance the laws of England and Wales, without regard to choice of law rules. Unless otherwise agreed by the Parties, the place of arbitration shall be London, England and the language to be used in the arbitral proceedings shall be English. All arbitration fees and costs shall be borne equally, notwithstanding which Party may prevail. Each Party shall bear its own “other” costs, i.e., fees and costs of its own lawyers and witnesses.

If the claim under Dispute is two (2) million or less U.S. Dollars or other currency equivalent, then the arbitration shall be conducted by a sole arbitrator. If the claim under dispute is over two (2) million U.S. Dollars or other currency equivalent, then the arbitration shall be conducted by three (3) arbitrators. Procedure for selection of the specified number of arbitrators shall be in accordance with pertinent articles of the IAR.

The arbitrator(s) shall be fluent in the English language and shall at all times remain wholly independent, fair and impartial regarding the Dispute and the Parties. The presiding arbitrator(s) shall be a lawyer experienced in matters concerning the dispute at issue.

The Parties agree that all documents considered relevant by the submitting Party shall be submitted with the respective statement of claim/defense, and any counterclaim/reply. Neither Party may compel the other to produce additional documents. However, the arbitrator(s) shall have discretion, on the arbitrator’s own motion or at the request of a Party, to request the submission of additional documents for the arbitral tribunal. The Parties agree to limit the number of witnesses each may call to give evidence on its behalf to two witnesses of fact and one expert witness.

For claims over two (2) million U.S. Dollars or other currency equivalent, the foregoing limit on the number of fact and expert witnesses shall not apply and either Party may request additional documents from the other Party.

The Parties agree that the dispute should be resolved as speedily as possible. Therefore, any time limits specified in the IAR shall be strictly complied with and the award should be issued by the arbitrator(s) within three (3) months of the commencement of the proceedings. The arbitration shall be completed within twelve (12) months from the date it is filed.

The arbitrator(s) shall give a reasoned award in writing and the award shall be final and binding. The Parties expressly agree to exclude any right of appeal. Unless the Parties to this Agreement agree in writing otherwise, the Parties hereby agree to forego any claim for, and the arbitrator(s) shall have no power to award any indirect, incidental, special, liquidated, multiplied or punitive damages or damages for loss of use, profits, revenues, or production.