23  DISPUTE RESOLUTION

23.1  Dispute Resolution Procedure

Where the Company does not believe that the Contractor is undertaking its obligations in accordance with the requirements of the Project Agreement insofar as they relate to the Academy, the Company may (acting reasonably) request the Authority to consider in accordance with Clause 4 whether to submit such a dispute to the Dispute Resolution Procedure contained in the Project Agreement on behalf of the Company. The Authority shall act reasonably when considering any such request.

23.2  If a dispute arises in relation to any aspect of this Agreement, the Company and the Authority shall consult in good faith in an attempt to come to an agreement in relation to the disputed matter. If the Authority and the Company fail to resolve the dispute within ten (10) Business Days of the initial consultation between them then either may refer the matter to be resolved by a person nominated by or on behalf of DFE. DFE shall act reasonably in making such nomination, including ensuring the impartiality of the nominee regardless of whether there may be any financial benefit to DFE dependant on the nominee's decision. Subject to a decision made by a person nominated by or on behalf of DFE under this Clause, each party shall in relation to the Project Agreement bear their own costs arising from a dispute pursuant to this Clause 23.2.

23.3  Should a dispute arise which the Authority would not otherwise pursue other than at the Company's request, the Company shall reimburse the Authority in relation to all reasonable and proper costs incurred by the Authority in submitting the matter to the relevant adjudicator pursuant to the Project Agreement.