1.2 Key Personnel. The Project will be performed by SAMRC and sub–grantees under the direction of the SAMRC program manager (“SAMRC PM”) and with the participation of the other key individuals identified in Attachment 1 (collectively with the SAMRC PM, the “Key Personnel”). No substitution of Key Personnel will be permitted for the first six months of the Project, except as necessitated by the sudden illness, death or termination of employment of the employee, in which case such employee will be replaced with a mutually agreeable substitute. In the event the SAMRC PM becomes unavailable to continue with the Project, the parties will attempt to find a mutually acceptable substitute. In the event a mutually acceptable substitute is not found, the Agreement may be terminated in accordance with Section 11.
2. Project Management
The Parties will form a joint project management committee (the “Project Committee”) to oversee and facilitate the implementation and execution of the Project, to receive and review technical reports, and to review proposed changes to the Project scope, timeline and/or Budget. Each Party will have the right to designate its representatives (which may be consultants or adviser subject to the relevant terms and conditions set out herein) to the Project Committee and may replace its representatives upon notice to the other Party. The Project Committee may meet virtually or in person at mutually agreeably times and locations. All decisions at the Project Committee shall be taken unanimously. In the event the consensus cannot be reached, the matter shall be submitted to the executive director of each Party and in case the issue remains unsolved for 3 months from its first referral, the matter shall be resolved in accordance with Section 13.2 “Dispute Resolution”.
13.2. Dispute Resolution. Any dispute, controversy or claim arising under, out of or relating to this Agreement and any subsequent amendments of this contract, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non–contractual claims, shall be referred to and finally determined by arbitration in accordance with the UNCITRAL Arbitration Rules. The arbitral tribunal shall consist of three arbitrators. The place of arbitration shall be Cape Town, South Africa.