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otherwise shutting down all or any portion of the Services. National further <br />covenants that, with respect to any disabling code that may be part of the <br />Software used to provide the Services, National shall not invoke such disabling <br />code at any time, including upon expiration or termination of this Agreement, <br />without IRC's prior written consent. <br />ARTICLE 25. DISPUTE RESOLUTION <br />25.01 General. Any dispute between the Parties arising out of or relating to the Agreement, <br />including with respect to the interpretation of any provision of the Agreement and with respect <br />to the performance by National or IRC shall be resolved as provided in this Article. <br />25.02 Dispute Resolution <br />(1) Notice of Dispute. Either Party asserting the existence of a material dispute <br />under, arising out of, in connection with or related to the Contract shall deliver a <br />written Notice (a "Dispute Notice") to the other Party describing the nature and <br />substance of the dispute. The Dispute Notice shall be delivered to the attention <br />of the other Party's designated recipient for notices under the Agreement. <br />(2) Initial Negotiation. The Parties shall then attempt in good faith to resolve the <br />dispute through negotiations by their respective authorized representatives <br />during the fifteen (15) Days following delivery of the Dispute Notice; provided, <br />that upon the written agreement of the Parties, such fifteen -Day period may be <br />extended up to an additional fifteen (15) Days. If such negotiations result in an <br />agreement in principle among such negotiators to settle the dispute, they shall <br />cause a written settlement agreement to be prepared and signed by the Parties, <br />whereupon the dispute shall be deemed settled, and not subject to further <br />dispute resolution hereunder. <br />(3) <br />Executive Negotiation. If the Parties do not resolve and/or settle the dispute <br />within the negotiation period set forth in Section 25.02(2), the Parties shall then <br />attempt in good faith to resolve the dispute through negotiations by their <br />respective authorized executive officers during the ten (10) Days following the <br />end of the negotiation period under Section 25.02(2) before pursuing any of the <br />further means of dispute resolution hereunder. Upon the written agreement of <br />the Parties, the negotiation period may be extended up to an additional ten (10) <br />Days. If such negotiations result in an agreement in principle among such <br />negotiators to settle the dispute, they shall cause a written settlement <br />agreement to be prepared and signed by the Parties, whereupon the dispute <br />shall be deemed settled, and not subject to further dispute resolution. <br />38 <br />