(a) If the Project Owner determines that the issue will be determined by an Expert, then the Expert is to be selected by the ALT, which must in Good Faith confer to attempt to agree on an independent industry expert within 5 Business Days of the Project Owner notifying the Participants that the issue be determined by an Expert in accordance with this clause 4 of this Schedule.
(b) If the identity of the Expert cannot be agreed by the ALT within the 5 Business Day period referred to in clause 4(a) of this Schedule, the Expert will be nominated by [insert nominating body].
(c) The Participants must enter into an agreement with the nominated or agreed expert on such terms as the Expert may require which are consistent with clause 4(d) of this Schedule and which do not in anyway modify or vary the requirements of clause 4(d) of this Schedule.
(d) The process required for determination of the issue by the Expert must be administered as follows:
(1) the Participants must:
(i) deliver to the Expert a notice setting out the parameters of the determination to be made by the Expert;
(ii) not communicate with the Expert without the prior written consent of the other Participants; and
(iii) provide the Expert with all of the information, documents and assistance necessary for the Expert to make a determination in respect of the issue and ensure that such information is made available to all of the other Participants;
(2) the Expert will:
(i) act as an expert and not as an arbitrator;
(ii) proceed in any manner he or she thinks appropriate, without being bound by the rules of evidence, but whilst observing the rules of natural justice;
(iii) take into consideration all of the documents, information and other material which the Participants give the Expert including all of the documents, information and material relating to the facts in dispute and to arguments and submissions upon the matters in dispute;
(iv) not be expected or required to obtain or refer to any other documents, information or material, but may do so if he or she thinks appropriate;
(v) be permitted to conduct inspections upon the giving of reasonable notice to the Participants;
(vi) use his or her own knowledge and expertise in forming his or her conclusion;
(vii) make his or her determination concerning the issue within 30 Business Days from the acceptance by the Expert of the appointment, or such extended period as the Expert and the ALT may agree; and
(viii) not communicate with one Participant without the knowledge of the other Participants;
(3) the Expert may, if he or she thinks appropriate, arrange to meet or otherwise have discussions with the Participants, together but not separately, and in connection with any such meetings or discussions:
(i) a Participant may be accompanied by legal or other advisers; and
(ii) the Participants and the ALT agree to be bound by such procedural directions as may be given by the Expert, both in preparation for and during the course of the meeting or discussions;
(4) the Participants and the ALT agree and undertake to produce such information and documents as the Expert may from time to time direct in such place and at such time as the Expert may direct;
(5) the Expert may commission his or her own advisers or consultants, including lawyers, accountants, bankers, engineers, surveyors or other technical consultants, to provide information to assist the Expert in reaching his or her determination in respect of the issue;
(6) the Participants must indemnify (in equal shares) the Expert for the reasonable cost of retaining those advisers or consultants;
(7) the Expert will disclose to all of the Participants and the ALT any relationship or interest with the Participants or their respective officers, employees, contractors, consultants or agents who were involved in the reaching of the Expert's determination in respect of the issue and any interest the Expert has in the matters in dispute; and
(8) if the Expert becomes aware of any circumstance which might reasonably be considered to adversely affect the Expert's capacity to act independently or impartially, the Expert will immediately inform the Participants.
(e) The determination of the Expert in respect of the issue made in accordance with this clause 4 of this Schedule will be final and binding on the Participants except where there is a manifest error or the Expert has acted in bad faith and a Participant challenges the determination within 5 Business Days of the determination being made by the Expert.