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writing, to submit any controversy between them to non-binding mediation despite the <br /> limitations stated above. <br /> Level 1: Before entering into Level 2 or Level 3 of this Dispute Resolution Procedure <br /> (DRP), the Customer and OSSI shall enter into a series of management meetings for <br /> the purpose of resolving the dispute or controversy through normal business <br /> management practices. The series of meetings, consisting of not less than three <br /> face-to-face meetings, must be held between upper-level managers of both <br /> Customer and OSSI. Both parties agree to put forth their best efforts to resolve <br /> such dispute or controversy in these meetings. The first meeting shall be held at the <br /> Customer offices, and subsequent meetings will alternate between OSSI and <br /> Customer offices. The Level 1 period shall begin when one party gives written <br /> notice to the other that it is entering into this Level 1 procedure to resolve the <br /> dispute. The Level 1 period shall not exceed forty-five (45) days from the date <br /> notice is given by one party that the procedure is to be entered into, unless the <br /> period is extended by an agreement thereto signed by both parties. <br /> Level 2: Only after the parties have completed Level 1 of the DRP without resolving the <br /> dispute or controversy, or at the end of the forty-five (45) day period(or extension) <br /> specified above, and before entering into Level 3 of the DRP, the Customer and <br /> OSSI may,but are not required to, enter into a mediation process. The mediation <br /> process is defined as follows: The parties shall select a mediator with substantial <br /> experience in the computer software industry from the American Mediation <br /> Association list to aid the parties in resolving the dispute or controversy. The <br /> mediator shall not be an employee or former employee, or independent contractor or <br /> former independent contractor, of either party. The meetings shall be held at a <br /> neutral location as agreed upon by both parties. At the mediation meetings(s), each <br /> party may present materials and arguments to the mediator. Both parties agree to <br /> put forth their best efforts to resolve such dispute or controversy in any such <br /> mediation. Level 2 shall not exceed sixty(60) days unless the period is extended by <br /> an agreement thereto signed by both parties. The decision of the mediator is <br /> advisory only, and shall not work in any manner to bar access to court review. <br /> Level 3: After the completion of Levels 1 or 2 above without the parties reaching a <br /> resolution of the dispute or controversy, either party may bring suit. Venue for any <br /> such suit shall be in the State of North Carolina. Each party shall bear its own <br /> attorneys' fees and costs unless a party shall be found to have acted in bad faith, in <br /> which event the party acting in bad faith shall be responsible for the reasonable <br /> attorneys' fees and costs incurred by the other party in connection with the <br /> prosecution or defense of the Level 3 action. <br /> CONTRACT AND AGREEMENT <br /> Page 12 <br />