23.1 The Authorities will enter into the Second Inter Authority Agreement [at the time of the successful award of the Project Agreement/ within X weeks following the successful award of the Project Agreement].8
23.2 The Second Inter Authority Agreement shall include:
23.2.1 full drafting based on and worked up from the Heads of Terms; and
23.2.2 such other provisions as the Authorities agree (or as may be determined by the dispute resolution procedure in Clause 24 (Dispute Resolution) as a consequence of the terms of the Project Agreement.
23.3 The Authorities shall individually and jointly use all reasonable endeavours to negotiate and agree into the Second Inter Authority Agreement in conjunction with the negotiation and agreement of the Project Agreement.
23.4 The reference to "all reasonable endeavours" in Clause 23.3 (Conclusion of the Second Inter Authority Agreement) shall include a requirement on all Authorities to:
23.4.1 (without prejudice to Clause 3.4 (Principles and Key Objectives)) at all times act in good faith;
23.4.2 acknowledge that the Authorities have agreed that the Heads of Terms will be expanded to become the Second Inter Authority Agreement and, accordingly, no Authority shall attempt to move significantly away from their intention or purpose;
23.4.3 ensure that sufficient time is set aside to conduct the negotiations on the terms of the Second Inter Authority Agreement either though correspondence or by holding meetings or a combination of both to ensure that the terms of the Second Inter Authority Agreement are agreed in accordance with the timetable envisaged in Clause 23.1 (Conclusion of the Second Inter Authority Agreement);
23.5 If a dispute or difference arises between the Authorities in relation to a provision of the Second Inter Authority Agreement and such dispute or difference cannot be settled by the Authorities within ten (10) Business Days of it first arising, any Authority may refer such dispute or difference for determination in accordance with Clause 24 (Dispute Resolution).
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8 Authorities to carefully consider when the Second Inter Authority Agreement will be entered into and insert appropriate details.