DISPUTE RESOLUTION

1. A “Dispute” means a dispute, difference or claim between the parties as to the construction
of this Contract or as to any matter or things of whatsoever nature arising under or in
connection with this Contract, including any claim in tort, under statute or for restitution
based on unjust enrichment or for rectification or frustration, and includes any dispute or
differences as to any decision, determination or instructions of the Contractor, and includes
any dispute or differences relating to the formation, existence, interpretation, validity or
termination of the Contract, whether the dispute or difference arises before or after the
Final Acceptance date or termination of the Contract or the Sub-Contractors engagement
thereunder.

2. When any dispute arises between the Parties, either Party may give written notice
(“Dispute Notice”) to the other Party that a Dispute exists.

3. Authorized Representatives

a. Within ten (10) Days of receipt of the Dispute Notice, the Contractors Representative
and the Sub-Contractors Representatives must meet and attempt to resolve the Dispute
set out in the Dispute Notice. Any resolution of the dispute must be reduced to writing
signed by both Contractors Representatives and the Sub-Contractors Representatives
and will not be binding on the Parties until so reduced to writing and signed by both
Parties.
b. If the Contractors Representatives and Sub-Contractors Representatives cannot resolve
the Dispute within twenty eight (28) Days of receipt of the Dispute Notice (or such
other time as agreed by the Parties), the Parties must each nominate, within thirty-five
(35) Days of receipt of the Dispute Notice, one senior personnel from each Party who
has express authority to settle the Dispute.

4. Senior Personnel

a. Within ten (10) Days of the nomination under clause 3 (b), the senior personnel
from each Party must meet and attempt to resolve the Dispute set out in the Dispute
Notice. Any resolution of the Dispute must be reduced to writing signed by both
senior personnel, and will not be binding on the parties until so reduced to writing
and signed.

5. Mediation

a. If the senior personnel from each Party cannot resolve the Dispute within twenty-
eight (28) Days of nomination under Clause 3 (b) (or such other time as agreed by
the Parties), the Dispute may (at the option of the Parties) be referred to mediation
in accordance with the mediation rules of the Mauritius for the time being in force.
6. Arbitration

a. If the Parties are unable to resolve the Dispute through mediation (if any) commenced
under Clause 5 (a) or if either or both Parties decline mediation, or if ninety (90) Days Commented [BL1]: 35 days for nomination of senior
have elapsed from the date of Dispute Notice was given by a Party to the other Party, personnel + 28 days to go to mediation. Leaves 27 days for
Mediation process. Have to check average mediation time in
whichever is earlier, such Dispute shall be referred to and finally resolved by arbitration Mauritius
in accordance with the Arbitration Rules of the Mauritius International Arbitration
Formatted: Highlight
Center (MIAC) for the time being in force.
Commented [BL2]: Can propose standard International
Arbitration Act instead of MIAC
b. The arbitration tribunal shall consist of three (3) arbitrator and shall be appointed in
accordance with the Arbitration Rules of the MIAC. Commented [BL3]: Sole arbitrator to be appointed by
L&T can be proposed
c. The seat and venue of the arbitration shall be the Country. The arbitration shall be
conducted in the English language and the award of the arbitration tribunal shall be
final and binding on the Parties.

d. The arbitration tribunal shall have full power to open up, revisit, review and revise any
certificate, determination, instruction, opinion, adjudication determination obtained
under the SOP Act or valuation of (or on behalf of) the Contractor relevant to the
Dispute.

e. Despite the provision of this clause 1, both the Parties must (subject to what may
otherwise be provided for in the Contract) continue performing their obligation under
the Contract.

7. Costs of Arbitration

a. Subject to any award of the arbitration tribunal as to fees, costs and expenses, the
Parties shall contribute in the interim in equal shares towards any fees, costs and
expenses of the arbitration tribunal and of the MIAC as the case may be.

8. Submission to Jurisdiction

Insofar as is necessary for any purpose in connection with, or arising out of arbitration
under this Contract, the Parties submit to the non-exclusive jurisdiction of the courts of the
Country.