In case of a dispute, either party may call for escalation by written notice to the other. Within __ business days of such notice, each party shall designate an executive with authority to make commitments that would resolve the dispute (a “Senior Manager”). The parties’ Senior Managers shall meet in person or by video conference (“Dispute Conference”) within __ business days of their designation and shall negotiate in good faith to resolve the dispute. Except to the extent necessary to prevent irreparable harm or to preserve rights or remedies, neither party shall file suit until 10 business days after the Dispute Conference.
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If the parties cannot themselves resolve a dispute arising out of or related to this Agreement, they shall attempt to resolve such dispute through mediation under the auspices of ___________ [ADR association], in __________ [city], with the parties sharing equally the costs of mediation. Except to the extent necessary to prevent irreparable harm or to preserve rights or remedies, neither party shall file suit until 30 days after the first mediation conference, unless the other party has materially breached its obligations in the preceding sentence. Any requirement in this Agreement to pay or reimburse court costs or attorneys’ fees includes, without limitation, a requirement to reimburse costs and fees related to such mediation.