(6)  Any Dispute arising out of or in connection with Clauses [insert reference to every clause where a Dispute is considered a Technical Dispute] (a "Technical Dispute") which is not resolved amicably in accordance with Clause [reference], shall be resolved in accordance with Clauses [ ]. In any other case, the Dispute shall be resolved in accordance with Clauses [reference to Jurisdiction or International Arbitration clause as appropriate].

(7)  A Technical Dispute shall be referred, at the request of either party, to an independent expert for determination. The Parties shall agree on the appointment of the expert and shall agree with the expert the terms of his/her appointment. If the Parties are unable to agree on the identity of the expert, or if the person proposed is unable or unwilling to act, then, within [seven] days of either Party serving details of a suggested expert

on the other or the proposed expert declining to act, either Party shall then be entitled to request that an expert be appointed by [the ICC] on the application of a Party. All costs of and associated with the request for the appointment of an expert by the [ICC] shall be borne equally between the Parties.

(8)  The expert appointed may be an individual, partnership, association or body corporate and shall be generally recognized as an expert in [specify field] and shall have [X] years of experience in that field.

(9)  The expert shall act on the following basis:

(a)  [on his/her appointment, the expert shall confirm his/her neutrality, independence and the absence of conflicts in determining the Technical Dispute] / [no person shall be appointed as an expert who at the time of appointment (or at any time before he/she gives his/her determination under such appointment, is a director, officeholder, employee or [    ] of [   ]];

(b)  the expert shall act as an expert and not as an arbitrator;

(c)  the expert's determination shall (in the absence of manifest error) be final and binding on the Parties and not subject to appeal;

(d)  the expert shall decide the procedure to be followed in the determination in accordance with this PPP Contract [and in consultation with the Parties] [and shall be requested to make his/her determination in writing, with reasons, within [30] days after his/her appointment or as soon as practicable thereafter];

(e)  any amount payable by one Party to another as a result of the expert's determination shall be due and payable within [seven] days of the expert's determination being notified to the Parties or as specified within the determination;

(f)  any action required by the expert determination shall be implemented within [14] days following the expert determination being notified to the Parties or as specified within the determination;

(g)  the expert may, if he/she thinks fit, award interest at the rate of [ ] on any amount which is determined to be payable (excluding costs) by one Party to the other from the date of [the Notice] referred to in Clause [ ];

(h)  the costs of the determination, including the fees and expenses of the expert (but excluding the Parties' own costs which shall be borne by the Party incurring those costs), shall be borne equally by the Parties;

(i)  the expert determination and all matters connected with it shall be held in complete confidence by each of the Parties and shall not be disclosed to any other person except:

(i)  to the auditors and to the legal advisors of that Party to whom the confidentiality obligations set out in this agreement shall extend; or

(ii)  where that Party is under a legal or regulatory obligation to make such a disclosure, but limited to the extent of that legal obligation; or

(iii)  to the extent that it is already in the public domain (other than as a result of a Party's breach of this agreement); or

(iv)  with the prior written consent of the other Party to this agreement [such consent not to be unreasonably withheld].

(10)  The Parties agree to take all reasonable steps to make their employees and agents aware of the terms of [Clause (9)(i)] and to instruct them to observe those terms.

(11)  If the Parties fail to agree:

(i)  whether or not a Dispute is a Technical Dispute within fifteen (15) days of service of the Notice;

(ii)  whether the Expert's Determination was in manifest error or fraudulent; or

(iii)  whether a Party has failed to implement fully the Expert's Determination,

then the matter shall be resolved in accordance with Clauses [reference to Jurisdiction or International Arbitration clause as appropriate].