2. PROJECT: SCOPE OF PROJECT, FINANCIAL AND OPERATIONAL
2.2 Project Management Implementation
[…] c) Collaboration Management and Steering Committee. The Parties shall form a collaboration management team (the “Steering Committee”) consisting of a maximum of four members, two of whom shall be nominated by each Party, whose responsibilities shall include: (i) monitoring the progress of the Project under this Agreement; (ii) making recommendations to both Parties for continuation, modification or termination of the Agreement; (iii) overseeing all operational activities under the Project; and (iv) any other matter attributed to the Steering Committee under this Agreement. Steering Committee meetings shall be conducted at least every 2 months, unless otherwise agreed between the Parties. Meetings may be at a mutually agreed location or by conference call, or video conference, or any combination of these. The Steering Committee shall take all its decisions by consensus, provided however that if no consensus is reached, FIND shall have a casting vote, except for resolutions on any matter requiring additional financial commitment not provided for under this Agreement from any Party, which always require the consent of all members of the Steering Committee. At its first meeting, the Steering Committee shall agree on its operating rules and procedures such as standing agenda items, recording of minutes and action items. The Parties may mutually agree to the participation of Third Parties in the Steering Committee.
7. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of Switzerland.
The Parties hereto undertake to settle any dispute concerning the validity, interpretation, and/or performance of this Agreement in an amicable manner. To the extent practical, the Parties shall continue to work under the Agreement pending the final outcome of any dispute. If the Parties fail to resolve such dispute, controversy or difference through good faith negotiations, any dispute, controversy, or claim arising under, out of, or relating to this Agreement or any task and any subsequent amendments of this Agreement, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non–contractual claims, shall be submitted to mediation in accordance with the ICC Mediation Rules. The commencement of proceedings under the ICC Mediation Rules shall not prevent any disputing party from commencing arbitration in accordance with the following paragraph. All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The number of arbitrators shall be three (3). The place of arbitration shall be Geneva, Switzerland. The language of the arbitration shall be English.