3.  NEGOTIATION

3.1.  Any Dispute which arises must first be referred to the Strategic Partnership Board for resolution.  Either party may give [5] days notice to the other requiring that a Dispute be referred to the Strategic Partnership Board.  The Strategic Partnership Board will meet within [5] days of the expiry of the notice or earlier if agreed) and will attempt in good faith to resolve the dispute.  The notice requesting the meeting of the Strategic Partnership Board will contain brief details of the Dispute which is to be subject of discussion at the meeting.

3.2.  If the Dispute is resolved by the Strategic Partnership Board, the resolution will be recorded in writing and signed by duly authorised representatives of each of the parties and that resolution will be final and binding on the parties.

3.3.  If the Dispute is not resolved at the meeting of the Strategic Partnership Board, then and only then will one of the dispute resolution procedures set out in the following paragraphs of this Schedule be implemented.

3.4.  Unless already appointed, the parties may at any time jointly appoint a Project Neutral.  The Project Neutral may be requested to:

(a)  advise on the interpretation of the Agreement an/or any Sub-Contract;

(b)  assist in resolving problems which may arise in relation to the Project;

(c)  advise on the avoidance or resolution of any Dispute including making a recommendation as to the form of Dispute Resolution Procedure as specified in this Schedule to be adopted in any particular circumstances.

3.5.  The Project Neutral will be independent of the parties and will act impartially in the provision of all advice and assistance to the parties.  Unless otherwise agreed, on each occasion that he is consulted, the Project Neutral's fees and expenses will be borne by the parties in equal shares.

3.6.  The Project Neutral shall not be appointed as a Mediator, Expert or Arbitrator in any Dispute.