agents, employees, representatives, or contractors shall not use such materials and
documents for any purpose other than performance of the Services, without Owner's prior
written approval. All such materials and documents, together with any materials and
documents furnished to Operator, its agents, employees, representatives, or contractors by
Owner, shall be delivered to Owner upon expiration or termination of this Agreement and
before final payment is made to Operator.
Section 12.3 - Review By Owner. All materials and documents referred to in
Section 12.2 hereof shall be available for review by Owner (including its agents or
advisors) at all reasonable times during development and promptly upon completion. All
such materials and documents required to be submitted for approval by Owner shall be
prepared and processed in accordance with this Agreement. However, Owner's approval
of materials and documents submitted by Operator shall not relieve Operator of its
responsibility for the correctness thereof or of its obligation to meet all requirements of
this Agreement.
Section 12.4 - Proprietary Information. Where materials or documents prepared
or developed by Operator or its agents, employees, representatives or contractors contain
proprietary information, systems, techniques, or know-how acquired from third parties by
Operator or others acting on its behalf, such persons or entities shall retain all rights to
use or dispose of such information, provided, however, that Owner shall have the right to
the same to the extent necessary for operation or maintenance of the Project and to
disclosure pursuant to Law.
ARTICLE 13
RESOLUTION OF DISPUTES
Section 13.1 - Resolution Through Discussions. If any dispute or difference of
any kind (a “Dispute") arises between Owner and Operator in connection with, or arising
out of, this Agreement, the Owner and Operator shall attempt to settle such Dispute in the
first instance through discussions. The designated representatives of Owner and Operator
shall promptly confer and exert their best efforts in good faith to reach a reasonable and
equitable resolution of such Dispute.
Section 13.2 — Choice of Law and Forum.
(a) This Agreement is executed and intended to be performed in Nashua, New
Hampshire and the laws of New Hampshire shall govern its construction, interpretation
and effect.
(b) For any judicial proceeding arising from or related to any Dispute, each of
the parties irrevocably consents and agrees that any legal action or proceedings with
respect to this Agreement shall be brought in a court of competent jurisdiction in New
Hampshire, and that, by execution of this Agreement, each party (i) accepts the exclusive
jurisdiction of the aforesaid court, (ii) irrevocably agrees to be bound by any final
judgment (after any and all appeals) of any such court, (iii) irrevocably waives, to the
fullest extent permitted by law, any objection which it may now or hereafter have to the
laying of venue of any suit, action, or proceedings with respect to this Agreement brought
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