PRRIP Governance Committee Meeting and Materials

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I Draft December 3, 2007 0 17. Disputes. Agreement Page 7 of 9 If a dispute should arise between the parties that cannot be settled by their designated project managers, then it will be referred first to the PRRIP Governance Committee and Regional Administrator of the FWS. If those efforts should also fail, then the dispute will be referred to the Director of the FWS and to the Administrator of the NCF for resolution. At any stage, third party mediators or arbitrators may be brought in if agreed by the parties. (The Department of the Interior Office of Hearings and Appeals is available for mediation ar arbitration services if requested.) If all reasonable efforts to resolve the dispute should fail, then the matter will be placed before the Interior Board of Contract Appeals for a final decision. The parties may also decide to terminate the agreement at any stage of the dispute in accordance with the Termination clause herein. 18. Rights in Data and Hardware All rights in data will be vested to PRRIP with the intent of sharing among stakeholders and the public as appropriate. IT hardware purchased by TAT under this agreement shall become the property of the PRRIP upon completion of the program or termination as described herein. 19. Entiretv of Contract The parties intend to include in this agreement and any modifications to it all prior and all future understandings or agreements regarding this subject matter. In particular, any understandings or agreements--whether oral or written, currently existing or yet to be made regarding the subject • matter of this agreement but contrary to a plain reading of its terms, shall not be deemed to exist or to bind any of the parties hereto. 20. Waiver. A failure by either party to exercise its rights under this agreement shall not preclude that party from subsequent exercise of such rights and shall not constitute a waiver of any other rights under this agreement unless stated to be such in a writing signed by an authorized representative of the party and attached to the original agreement. 21. Severabilitv. If any provision of this agreement or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this agreement which can be given effect without the invalid provision, if such remainder conforms to the requirements of applicable law and the fundamental purpose of this agreement, and to this end the provisions of this agreement are declared to be severable. 22. Assignment. The work to be provided under this agreement, and any claim arising there under, is not assignable or delegable by either party in whole or in part, without the express prior written consent of the other party, which consent shall not be unreasonably withheld. 0 23. Independent Capacity.