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8. DISPUTE RESOLUTION /ARBITRATION In the event of any dispute arising out of or relating to and/or in connection with this Agreement, the parties' project managers shall use every reasonable effort to resolve such dispute in good faith within ten (10) business days. If the project managers have failed to resolve the dispute within such time frame, then the dispute shall be esplated to the next escalation level. At each escalation level, the designated executives shall negotiate in good faith in an effort to resolve the dispute. Escalation Questica LICENSEE Period of Level Management Level Management Level Resolution Efforts First Level Pro'ect Mana er Pro'ect Mana er 10 business da s Second Level President Finance Department 5 business days Mana er Third Level Chainnan Director of Finance or 5 business days Treasurer If the above escalation periods have elapsed and there continues to be a dispute as to any matter herein, the matter in dispute shall be referred to arbitration by a single arbitrator, if such parties agree upon one arbitrator, or otherwise by three arbitrators, of whom one shall be appointed by Ucensee and one shall be appointed by Questica and the third shall be chosen by the first two named before the arbitration. The arbitration and the appointment of the arbitrator shall, unless expressly provided for herein, be conducted in accordance with the Arbitrations Act (Ontario). Licensee and Questica shall co-operate in completing any arbitration as expeditiously as possible and the arbitrator or arbitrators may hear such experts as may appear to him or them appropriate. Any interested parry shall bear its costs and expenses incurred in connection with the arbitration except for the cost of the arbitrator or arbitrators and experts engaged by him or them which shall be home by Questice and Licensee equally. Nolwithstandingthe foregoing, arbitration shall not preclude the right of either party to seek injunctive relief. h' - , -, pL:'- , Y ._.. f > > ~., .. 2~- a:1 Page 6 of 11