(1)  As soon as is practicable after the effective date of this agreement, the Contracting Authority and the Private Partner will establish a panel of senior representatives of the Parties. The Senior Panel will meet and attempt to resolve informally any Disputes referred to the Senior Panel by notice for resolution ("Senior Panel Notice").

(2)  The Senior Panel will comprise [four members], [two] appointed by each of the Contracting Authority and the Private Partner. Each Party is entitled to terminate the appointment of a representative designated by it to the Senior Panel and to appoint a replacement.

(3)  The representatives on the Senior Panel will be duly authorised to make decisions on behalf of, and to bind contractually, the Party appointing such representative in relation to the Dispute referred for determination.

(4)  [At any meeting the Senior Panel may, by unanimous resolution, elect to appoint a mediator to assist them in resolving a Dispute on such terms as they may then agree].

(5)  The Senior Panel must meet and attempt in good faith to resolve any Dispute referred to the Panel by negotiations within [fifteen (15) business] days of the date on which the Senior Panel Notice was delivered. If the Senior Panel fails to meet within this timeframe, and no extension is agreed by Parties then either Party may submit the Dispute to arbitration or in the case of a Technical Dispute, an expert in accordance with Clause [Expert Determination].

(6)  Senior Panel Notices convening meetings of the Senior Panel will specify the nature of the Dispute.

(7)  Meetings of the Senior Panel will be held in [insert name of City or address] unless otherwise agreed by the Parties.

(8)  The quorum of any Senior Panel meeting will be [at least one representative of each of the Contracting Authority and the Private Partner]. If a quorum is not present within 30 minutes after the time appointed for commencement of the meeting, that meeting will be adjourned to a time, day and place agreed upon by the representatives of both Parties. In the event there is no agreement concerning the adjourned meeting or there is no quorum at the adjourned meeting, either Party may submit the Dispute to arbitration in accordance with Clause [Arbitration] or in the case of a Technical Dispute, an expert in accordance with Clause [Expert Determination].

(9)  The Senior Panel will attempt to resolve the Dispute within [ten (10) business] days, following the date on which the Senior Panel initially convenes pursuant to Clause (5), above. If the Senior Panel is unable to resolve the Dispute within that period, either Party may immediately submit the Dispute to arbitration or expert determination as required pursuant to Clause [Expert Determination] or Clause [Arbitration].

(10)  At any meeting of the Senior Panel, voting on any decision relating to the Dispute will be by unanimous resolution, with each representative having one vote. Duly passed resolutions of the Senior Panel will be final and contractually binding on the Contracting Authority and the Private Partner provided that they are in writing and signed by all members of the Senior Panel.

(11)  If the Dispute is not resolved by amicable settlement between the Parties or through a resolution by the Senior Panel, as evidenced by the signing of its written terms, within [thirty (30) calendar] days of delivery of the Senior Panel Notice provided in Clause (1) above], any Party may submit the Dispute to arbitration in accordance with Clause [Arbitration] or in the case of a Technical Dispute to an expert in accordance with Clause [Expert Determination].