This excerpt taken from the MRVL 10-Q filed Sep 8, 2005.
Indemnifying Party) in writing within ten (10) business days of the event giving rise to such Indemnified Partys claim for indemnification, specifying in reasonable detail the basis of such claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. The Indemnified Party shall thereupon give the Indemnifying Party reasonable access to the books, records and assets of the Indemnified Party which evidence or support such claim or the act, omission or occurrence giving rise to such claim and the right, upon prior notice during normal business hours, to interview any Representative of the Indemnified Party related thereto. If the Indemnifying Party disputes its liability with respect to any such claim, the Indemnifying Party and the Indemnified Party shall proceed to negotiate a resolution of such dispute. If (i) such dispute involves only monetary Damages (as opposed to any form of injunctive or other equitable relief), and (ii) the parties are not able to negotiate a resolution of such dispute within fourteen (14) days of the service of notice as referenced above the following procedures shall be followed:
(a) Within thirty (30) days following the service of such notice, each of the parties shall prepare and circulate to the other party (pursuant to Section 10.4 hereof) a memorandum or other form of statement setting out its position on the matter in dispute and its reasons for adopting such position. Each memorandum or statement shall be considered by the designated senior officers of each of Buyer and Seller who shall endeavor to resolve the dispute. If the designated senior officers of each of Buyer and Seller agree upon a resolution or disposition of the matter, they shall each sign a statement which sets out the terms of their agreement.
(b) If the designated senior officers of each of Buyer and Seller are unable to resolve such dispute within thirty (30) days of its referral to them under Section 9.3(a), Buyer and Seller shall mutually agree on one mediator not affiliated with either party to conduct non-binding mediation of the rights of the respective parties with respect to such dispute. The parties shall cooperate with one another in selecting a mediator and in scheduling mediation proceedings, shall act in good faith in such mediation, shall bear their own respective expenses in connection with such mediation (except that the parties shall share equally in the out-of-pocket cost of the mediation itself), and shall use good faith efforts to cause such mediation to be completed within thirty (30) days after the date on which the dispute was submitted to mediation, provided that such mediation may be terminated by either party in its sole discretion at any time more than forty five (45) days after the date on which the dispute was submitted to mediation.
(c) In the event that (A) the dispute is not a dispute described in clause (i) above or (B) resolution of the dispute is not agreed upon after completion of such mediation, either party may submit the dispute to a court of competent jurisdiction.