This excerpt taken from the NTRS 10-K filed Feb 28, 2008.


23.1 Dispute Managers. All disputes relating to the performance of Services or otherwise relating to this Agreement (a “Dispute”) shall initially be referred to the Relationship Managers. If the Relationship Managers are unable to resolve a Dispute within 4 business days after referral to them, the parties shall submit such Dispute to the Management Committee.

23.2 Management Committee. The Management Committee shall meet at least quarterly (or at such other time as either party may designate in a notice to the other party) in person, by conference call, or video conference for the purpose of resolving Disputes that have been submitted to them under this Agreement. The Management Committee shall consider Disputes in the order such Disputes are submitted to it. In the event the Management Committee is unable to resolve a Dispute within 5 business days of the meeting date during which such Dispute was considered, the Management Committee shall notify senior management of each party of such Dispute pursuant to Section 23.3.

23.3 Management Oversight. Either party may, upon notice and within 15 days of receipt of a notice from the Management Committee of an unresolved Dispute pursuant to Section 23.2, elect to utilize a non-binding resolution procedure whereby each presents its case at a hearing (“Hearing”) before a panel consisting of 2 senior executives of each party and, if such executives can agree upon such an individual, a mutually acceptable neutral advisor. If either party elects to use the procedure set forth in this Section 23.3, the other party shall participate. The Hearing will occur no more than ten days after a party serves notice to use the procedure set forth in this Section 23.3. Each party may be represented at the Hearing by lawyers. If the matter cannot be resolved at such Hearing by such senior executives, the neutral advisor, if one has been agreed upon, may be asked by either party to assist such senior executives in evaluating the strengths and weaknesses of each party’s position on the Dispute’s merits. Within thirty (30) days after the Hearing, such senior executives shall meet and try again to resolve the Dispute. If the Dispute cannot be resolved at such meeting, such senior executives shall inform their



respective senior management and each party may, but shall not be obligated to, submit to binding arbitration regarding the Dispute as provided for in Section 23.4. The proceedings occurring pursuant to this Section 23.3 will be without prejudice to either party’s legal position with respect to the Dispute. Except as set forth in Section 23.4, no arbitration or litigation may commence concerning the Dispute until 10 business days have elapsed from the last day of the Hearing. The parties shall each bear their respective costs incurred in connection with the procedure set forth in this Section 23.3, except that they shall share equally the fees and expenses of the neutral advisor, if any, and the Hearing facility cost.

23.4 Arbitration. If a Dispute is not resolved pursuant to Section 23.3, the parties may agree, but shall not be obligated, within 60 business days after the completion of the procedures set forth in Section 23.1, Section 23.2, and Section 23.3, as appropriate, upon notice, to submit the Dispute to formal binding arbitration in accordance with this Section 23.4. If a party commences litigation regarding such Dispute, no arbitration may be commenced by the other party regarding such Dispute. If the parties agree to formal binding arbitration, the following procedures shall apply:

(1) The arbitration shall be held in Chicago, Illinois before a panel of 3 arbitrators. Either Northern Trust or Fiserv may, by notice to the other party, request arbitration by serving on the other party a statement of dispute, controversy, or claim and the facts relating or giving rise thereto, in reasonable detail, and the name of the arbitrator selected by it.

(2) Within 30 days after receipt of such notice pursuant to clause (1), the other party shall (a) deny the request for arbitration, or (b) name its arbitrator. The two arbitrators named by the parties shall, within 10 days after the date of such notice, select the third arbitrator.

(3) The arbitration shall be governed by the Commercial Arbitration Rules of the American Arbitration Association, as may be amended from time to time, except as expressly provided in this Section 23.4; provided, however, that the arbitration shall be administered by any organization agreed upon by the parties. The arbitrators may not amend or disregard any provision of this Section 23.4.

(4) The arbitrators shall allow such discovery regarding a Dispute as is appropriate for the purposes of arbitration in accomplishing fair, speedy, and cost-effective resolution of disputes. The arbitrators shall reference the rules of evidence of the Federal Rules of Evidence then in effect in setting the scope and direction of such discovery. In resolving a Dispute, the arbitrators shall not be required to make findings of fact or render opinions of law.

(5) The decision of and award rendered by the arbitrators shall be final and binding on the parties. Judgment on the award may be entered and enforced by any court of competent jurisdiction. The arbitrators shall have no authority to award damages in excess of or in contravention of Article 25.



Except (a) for an action to seek injunctive relief to prevent a stay or breach of Article 10, Article 17, or Section 23.6; or (b) any action necessary to enforce the arbitrators’ award, if submitted to arbitration, the provisions of this Section 23.4 are a complete defense to any suit, action, or other proceeding instituted in any court or before any administrative tribunal with respect to any Dispute.

23.5 Critical Disputes. In the event either party determines in good faith that the resolution of a Dispute is critical to its business, such party may at any time proceed directly to the stage described in Section 23.3 prior to the commencement of an arbitration or litigation in respect of such Dispute.

23.6 Continuity of Services. Northern Trust and Fiserv each acknowledges that the provision of Services is critical to their respective business and operations. Accordingly, in the event of a Dispute pursuant to which Northern Trust believes in good faith it is entitled to withhold payment and during the pendency of an arbitration pursuant to Section 23.4 or litigation, Fiserv shall continue to provide Services, and Northern Trust shall continue to pay any undisputed amounts to Fiserv, in accordance with Section 14.1.

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