If a Dispute cannot be settled by mutual discussion within thirty (30) Days after the commencement of such discussions under Section 19.1 and either:
(a) The Parties agree in writing to refer the Dispute to arbitration rather than to the Expert Panel, or
(b) There was fraud or manifest error in connection with the decision of the Expert Panel,
then either Party may submit such Dispute to arbitration in [•] in accordance with the arbitration rules of the United Nations Commission on International Trade Law (UNICTRAL) for the time being in force, which rules are deemed to be incorporated by reference in this Agreement. The arbitration proceedings shall be conducted in the English language. The Parties agree that the arbitrators may apply equitable principles if they consider their application to particular matters to be consistent with the spirit of this Agreement and the underlying intent of the Parties.