Article 66 EXCLUSIVE REMEDIES – ALL CLAIMS OF ALL TYPES ARE TO BE DETERMINED BY THESE PROVISIONS

CLAIMS BY EITHER PARTY

66.1 All claims, differences or disputes (“Disputes”) arising out of or in connection with the Contract are agreed to be resolved solely by the procedures set out in this Contract.

66.2 The Parties hereby agree to establish a Combined Dispute Board (“CDB”) in accordance with the ICC Dispute Board Rules in force at the Contract Date (the “Rules”), which are incorporated herein by reference. The CDB is therefore empowered and expected to decide all Disputes, including any question or issue regarding its existence, validity or termination.12Terms used in this Article 66 shall have the meanings given to them in the Rules. The CDB shall have one or three member(s) appointed in this Contract or appointed pursuant to the Rules. Where the Parties have not otherwise agreed, there shall be a CDB of three members13.

66.3 All Disputes shall be submitted, in the first instance, to the CDB in accordance with the Rules. For any given Dispute, the CDB shall issue a recommendation unless this Contract requires a decision or the Parties agree that it shall render a decision or it decides to do so upon the request of a Party and in accordance with the Rules.

66.4 If any Party fails to comply with a recommendation or a decision when required to do so pursuant to the Rules, the other Party may refer the failure itself to arbitration under the Rules of Arbitration of the ICC by one or more arbitrators appointed in accordance with the said Rules of Arbitration.

66.5 If any Party sends a notice to the other Party and the CDB expressing its dissatisfaction with a recommendation or a decision as provided for in the Rules, or if the CDB does not issue the recommendation or decision within the time limit provided for in the Rules, or if the CDB is disbanded pursuant to the Rules, the dispute shall be finally settled under the Rules of Arbitration of the ICC by one or more arbitrators appointed in accordance with the said Rules of Arbitration.

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66.6 Until the dispute is finally settled by arbitration or by agreement of the Parties, they shall remain bound by any decision, whether or not dissatisfaction has been expressed, unless the Parties themselves agree otherwise. All sums of money agreed or ordered to be paid will be paid immediately and not held back pending resolution of the Dispute or for any other reason.

66.7 Each Party hereby indemnifies the other Party for any and all Costs or losses caused by breach of Articles 66.1 through 66.6.

66.8 The language of the CDB proceeding and the arbitral proceeding shall be the ruling language of the Contract unless otherwise provided for.

Article 67 SUPPLEMENTAL PROVISIONS RELATING TO ARBITRATION

67.1 No arbitral tribunal can open up review or revise any decision of the CDB which has become final and binding in accordance with the Rules, but an arbitral tribunal may, if considered appropriate by the arbitral tribunal and permitted under applicable law, as provided hereafter, make interim awards for the purpose of enforcement of the CDB Decision.

67.2 Any notice of dissatisfaction shall be specific as to what part of a decision or recommendation it refers to and disputes (if there are identifiable elements to the decision) and what parts of any decision or recommendation are not disputed. Once the time period for serving notices of dissatisfaction has passed, neither Party may subsequently argue that a decision or part of a decision is not binding, if neither Party served a notice of dissatisfaction in respect of the decision or any part of it.

RES JUDICATA, SEQUENTIAL ARBITRATIONS AND THE CONTRACTUAL EFFECTS OF THE CDB

67.3 The dispositive provisions of earlier decisions (if any) of a CDB constituted under this Contract shall be binding on a later CDB and arbitral tribunals if and to the extent that they have become final and binding.

67.4 Neither Party shall be limited in arbitration to views, evidence or arguments put to the CDB or to the reasons for dissatisfaction given in its notice of dissatisfaction with a CDB decision, if there was such a notice. Any determination of a CDB shall be admissible in evidence in the arbitration.

67.5 If an arbitral tribunal has been appointed and the arbitral tribunal has not declared the proceedings closed, subject to the rules governing the conduct of the arbitral tribunal, any further disputes in respect of which a CDB decision has not been rendered in time or has not become final and binding, as the case may be, may be referred to the arbitral tribunal.

67.6 Following Taking-Over of the Works, the Parties may, entirely in their own discretion, refer Disputes directly to arbitration under the Rules of Arbitration of the ICC by one or more arbitrators appointed in accordance with the said Rules of Arbitration.

[END OF CONDITIONS OF CONTRACT]

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The Parties are advised to name a place from which both the CDB and any arbitral tribunal will be considered to have issued its decisions, as well as the procedural law governing both the CDB and any arbitral tribunal. Note that the Parties are also advised to check whether this provision regarding CDB jurisdiction is valid u

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The Parties may consider appointing a one-member Dispute Board for a small or simple contract or a Dispute Board on an ad hoc basis, in which case this Article needs to be redrafted accordingly.