,,;)4 ...

21.3 Severability. If anyone or more of the provisions contained in this Agreement

or in any other. document delivered pursuant hereto. shall for any reason, be held
to be invalid, illegal or unenforceable in any material respect, such invalidity,
illegality, or unenforceability shall not affect any other provision of this
Agreement or any other such document. In the event of such partial invalidity,
the Parties agree to - in good faith _replace any such legally invalid or
unenforceable provision with valid and enforceable provisions.

ARTICLE 22 - SETTLEMENT OF DISPUTES

22.1 Amicable Settlement. The Parties agree that if any difference, dispute, conflict or
controversy (a "Dispute"), arises out of or in connection with this Agreement or its
performance, including without limitation any dispute regarding its existence,
validity, termination of rights or obligations of any Party, the Parties will attempt
for a period of thirty (30) days after the receipt by one Party of a notice from the
other Party of the existence of the Dispute to settle the Dispute by amicable
settlement between the Parties. -

22.2 Referral to
Arbitration. If the Parties are unable to reach agreement to settle
the Dispute within the thirty (30) days, then either Party may submit the Dispute-
to a Board of Arbitration under the applicable rules of the Indonesian National
Board of Arbitration (BANI) (the "BANI Rules"). The arbitration will be
conducted in the English language in Jakarta. Any notice of arbitration, response
or other communication given to or by a Party to the arbitration must be given and
deemed received as provided in>the BANI Rules.

22.3 Appointments. The Board of Arbitration will consist of three (3) arbitrators
-appointed in accordance with the BANI Rules. -

22.4 Procedures. The Board of Arbitration appointed must conduct the arbitration in
accordance with this Agreement, the BANI Rules _and the prevailing laws and
regulations relating to arbitration ("Arbitration Laws and Regulations").
Where this Agreement, the BANI Rules, or the Arbitration -Laws and
Regulations are silent as to the conduct of the arbitration proceedings, the Board
of Arbitration must decide as to how the proceedings will be conducted.

22.5 Arbitration Exclusive Remedy. No Party will be entitled to commence or file

any action in a court of law relating to any Dispute until the matter will have been
determined by the Board of Arbitration and then only for the enforcement of the
arbitration award. -

22.6 Award Binding. Except as otherwise permitted in the Arbitration Laws and
Regulations, any decision of the Board of Arbitration in any matter within this
Article will be final, binding and incontestable and may be used as a basis for
enforcement thereon in Indonesia or elsewhere. The Board of Arbitration will be
entitled to include in its decision a determination as to the payment of the cost

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 and expenses of the arbitrators, the administrative costs of the arbitration, the
legal fees incurred by the Parties, the cost and expenses of witnesses and all
other costs and expenses necessarily incurred in the opinion of the Board of
Arbitration in order toproperlysettle the Dispute.

22.7 Decision. The Parties expressly agree (i) that the decisions must be made based
on majority votes of the arbitrators, (ii) that the Board of Arbitration must state
the reasons for its decisions in writing and must make the decisions entirely on
the basis of Applicable Laws and not on the basis ofthe principle of ex aequo et
bono, and (iii) that the mandate of the Board of Arbitration duly constituted in
this Agreement will remain in effect until a final arbitration award has been
issued by-the Board of Arbitration.

ARTICLE 23 - MISCELLANEOUS

23.1 Benefit of Contract. This Agreement shall be binding on and ensure to the
benefit of each Party and its successors and permitted assigns. No person other
than the Parties, MCC and the Government, has or is intended to have any right,
power or remedy or derives or is intended to derive any benefit under this
Agreement.

23.2 Exclusivity. Each Party recognizes that the cooperation described in this
Agreement is not exclusive and that each Party may enter into a similar
cooperation with other third parties.

23.3 Governing Law. All questions arising out of this Agreement as to its validity,
interpretation or the performance or breach of any of its 'provisions, shall be
construed and interpreted under the laws ofthe Republic of Indonesia. .

23.4 Conflicting Provisions. Each Attachment to this Agreement is incorporated

herein and constitutes all integral part of this Agreement. In the event of a
conflict between this Agreement and any Attachment, this Agreemerit shall
prevail. In the event that any provision of this Agreement is in conflict with
provisions of the Compact, provisions of the Compact shall prevail.

23.5 Entire Agreement and Variation. The Agreement embodies the entire
agreement between MeA-Indonesia and Implementer with respect to the
performance of the Partnership Grant Project and supersedes all prior oral and
written understandings and agreements .made between the Parties prior to
signing date of this Agreement. No modification to this Agreement shall be
effective unless set out in writing by duly authorised representatives of the
Parties. ... .

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