A. General. The Parties shall communicate with one another in good faith and in a timely, responsive, and cooperative manner when raising issues under this Article.
B. Dispute Resolution Procedures.
1. Any claim or dispute between the Government and Janssen concerning questions of fact or law arising from or in connection with this Project Agreement, and, whether or not involving an alleged breach of this Project Agreement, shall be raised and resolved under this Article.
2. Whenever legal disputes or claims arise, the Parties shall attempt to resolve the issue(s) by discussion and come to mutual agreement on a resolution as soon as practicable. In no event shall a dispute, disagreement or misunderstanding that arose more than three (3) months prior to the notification made under sub-section B.3 of this article constitute the basis for relief under this article unless one level above the AO, in the interests of justice, waives this requirement.
3. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party (through the AO or Janssen’s POC, as the case may be) in writing of the relevant facts, identifying unresolved issues, and specifying the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the ACC-NJ Division Chief for Emerging Technologies and senior executive appointed by Janssen. The other Party shall submit a written response on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The Division Chief and the Recipient senior executive shall conduct a review of the matter(s) in dispute and attempt to render a mutually agreeable decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding.
4. In the absence of a joint decision, upon written request to the ACC-NJ Associate Director made within thirty (30) calendar days of the expiration of the time for a decision under sub-section B.3 above, the dispute shall be further reviewed. The Associate Director may elect to conduct this review personally or through a designee or jointly with a senior executive appointed by Janssen. Following the review, the Associate Director or designee will resolve the issue(s) and notify the Parties in writing. This decision may be appealed to any federal court of competent jurisdiction.
5. Notwithstanding any other provisions of this Article, the Parties agree that Janssen shall have the right to pursue any contract dispute arising under this Project Agreement in any federal court of competent jurisdiction, including the appropriate Court of Appeals, or the Supreme Court, at any time without any administrative exhaustion requirements, and the timing requirements described above will not limit any claim in such tribunals. For the avoidance of doubt, the Parties agree that this Project Agreement satisfies all elements of an agreement.