'The Arbitral Tribunal orders that the following procedural guidelines shall govern the arbitration, in accordance with the Schedule attached hereto.

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3. Testimony and Evidence

Submitted testimony shall be in the form of sworn testimony, for party controlled witnesses, or a deposition transcript or excerpts thereof, for non-party controlled witnesses. The written submissions should be in the form of prepared testimony, with questions and answers.

The timing of written submissions shall be as specified in the Schedule attached.

Parties shall have the right to present, at the hearing, supplemental live direct testimony, under oath, from a limited number of witnesses, but no more than 20 minutes per witness. This will not be in lieu of written statements, but merely for purposes of highlighting/summarizing the most salient points.

In accordance with the Schedule the parties shall exchange lists of proposed live party controlled witnesses, and shall thereafter meet and confer in an effort to establish agreed upon lists. The Tribunal should have the power to resolve all disputes concerning the presentation of live direct testimony from witnesses identified by the Parties.

In accordance with the Schedule the Parties shall exchange a list of witnesses from whom direct testimony may be submitted (together with a document exchange discussed herein, "Initial Information Exchange"). In accordance with the Schedule the Parties shall exchange a list of witnesses from whom direct testimony may be submitted during the rebuttal phase of the pre-hearing procedures.

The Parties shall have the right to request the presence of party controlled witnesses where direct testimony has been tendered, for cross-examination at the hearing, subject to approval by the Chair of the Tribunal. The scope of cross-examination will not be limited to the direct testimony or witness statements of the party controlled witness, but will be limited by relevance to disputed issues. The Parties shall meet and confer on the request that such witnesses be made available for cross-examination. In connection with such meet and confer session, the Parties shall bear in mind the requirements of an efficient and expeditious arbitration, but which affords each Party a reasonable opportunity to present its case. Any disputes concerning witnesses to be made available for cross-examination may be resolved by the Chair in a telephone conference.

If, after the meet and confer process, on the request for attendance of a party controlled witness for cross-examination at the hearing, for any reason the appearance of the party controlled witness before the Tribunal cannot be obtained, by subpoena or otherwise, for cross-examination, the Parties shall have the right to cross-examine the witness under oath outside the presence of the Tribunal, with the testimony perpetuated by a court reporter. If such cross-examination cannot be obtained for any reason the Party requesting cross-examination should have the right to ask that the submission of that witness's direct testimony be stricken from the record, to ask that ambiguities in the written submission be construed against the witness, and to otherwise comment on the failure of the witness to appear for cross-examination and the failure of the Party to make the witness available for cross-examination.

In the case of witnesses who are not under the control of a Party, the testimony of the witness shall be perpetuated under oath in front of a court reporter, with the right of cross-examination. The Tribunal should issue subpoenas in connection with this process, and otherwise take such steps as are appropriate to facilitate the examination of these witnesses. The deposition transcript, or excerpts thereof, shall be submitted to the Tribunal at the time of the submissions. As long as the other side had notice of an opportunity to cross-examine the witness at a deposition in perpetuation of testimony, there is no right to cross-examination at the hearing as to witnesses who have been deposed.

The Parties shall have the right to object to the admission of exhibits into evidence, with a hearing on said objections, even if those exhibits are attached to submitted testimony or declarations of witnesses.

Arbitration briefs shall be filed with the Tribunal at the time of the filing of the initial and rebuttal submissions.

4. Document Exchange and Limited Document Discovery

There shall be an initial exchange of documents which each Party contends supports its claim or defense (part of the "Initial Information Exchange"). This exchange shall take place in accordance with the attached Schedule. The Initial Information Exchange should include all documents which a Party intends to have the right to submit as evidence in the arbitration. A supplemental exchange should occur for additional documents a Party may offer as evidence, which were unavailable or whose existence or relevance was reasonably unknown at the time of the Initial Information Exchange.

The Tribunal shall resolve any disputes concerning the Initial Information Exchange which remain after meet and confer efforts. The Chair of the Tribunal should preside at the hearing, consulting as necessary and appropriate with his fellow arbitrators before making a ruling on behalf of the Tribunal.

After the Initial Information Exchange, the Parties shall meet and confer to discuss additional requests for documents. The Parties are to consider a limited number of requests for production of documents of the opposing party which are directly relevant to a claim or defense. In considering the need for such document requests, the Parties shall bear in mind the requirements of an efficient and expeditious arbitration, but which affords each party a reasonable opportunity to present its case. The Parties shall have the right to object to improper requests, including requests which are overbroad "fishing expeditions", or requests for which the burden of production outweighs the probative value of the information.

The Parties acknowledge the possibility of subpoenas being necessary to obtain documents from third parties which are not parties to the present arbitration. The Parties should endeavor to obtain such documents in advance of the hearing, so that documents are available prior to written submissions and do not cause unnecessary delay.

The Parties shall enter into a suitable protective order to protect the confidentiality of documents and other evidence exchanged and produced in these proceedings.

Should any dispute or disagreement arise with respect to any discovery matter that counsel are unable to resolve through a good faith meet and confer process, counsel shall submit their position by facsimile letter to the arbitrators with a copy to the opposing party's counsel, and shall schedule an 8:00 a.m. telephone conference with the Arbitrator [X]'s assistant, [Y].

5. Depositions

The Parties do not see a need for depositions of percipient party witnesses whose testimony will be the subject of written submissions.

The Parties will meet and confer concerning any request that a Party make available to give testimony a party controlled witness whose testimony is not being submitted by the other Party. The Parties will endeavor to make such witnesses available to give sworn testimony via a deposition in perpetuation of evidence in advance of the hearing, so that the testimony can be submitted at the time of the filing of written submissions. The Party seeking to elicit such testimony shall bear the costs of the witness and court report/videographer associated with the perpetuation of such testimony, including reasonable witness travel expenses, if any. The Chair shall have the power to resolve all disputes arising under this paragraph.

The Parties may perpetuate the testimony of third parties. The Chair shall have the power to resolve all disputes arising under this paragraph.

The Parties shall exchange a written designation of experts retained, if any, specifying the expert's area of expertise, background, and areas or issues upon which the expert will opine. A resume or CV shall be attached to the designation. The Parties shall then make a supplemental exchange, wherein a Party may designate, in the manner above, an expert in an area previously designated by the opposing Party. Written expert reports should be exchanged, with a supplemental exchange for rebuttal. Any such expert whose report is proffered as evidence, should be made available for cross-examination at the hearing subject to the Parties' meet and control protocol.

6. Written Stipulation as to Any Undisputed Facts

The Parties shall consider a joint written stipulation as to undisputed facts. The Parties shall meet and confer on a joint written stipulation at a time closer to the filing of written submissions.

7. Stipulated Protective Order for Production of Any Confidential or Proprietary Documents

A stipulated protective order shall be prepared and entered in this matter by the Tribunal as an order.

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11. Mediation

The Tribunal strongly urges the parties to engage in a mediation with an experienced mediator. This is a complex matter that will be expensive to arbitrate, and the outcome is never certain. Mediation works and will give both sides the opportunity to manage their risk and to control the outcome in a confidential setting.'