Section 21: SETTLEMENT OF DISPUTES

)If a difference or dispute arises with regard to the interpretation application or execution of the provisions of this Agreement or the rights and obligations of the parties, and if the pa ties fail to settle the same by mutual agreement, the difference ordis pute shall be submitted to arbitration. Arbitration proceedings shall be instituted by a notice in writing given by the com plainant to the respondent. Each Party shall appoint an arbi trator and the two arbitrators before proceeding to arbitration shall appoint a third arbitrator who shall be Chairman of the Arbitration Board. (ii) If one Party fails toappoint its arbitrator within one month of the commencement ofarbitration proceedings, or if the two arbitrators fail to agree on the appointment of the third arbitra tor within two months of the commencement of proceedings, then there shall be designated a Sole Arbitrator in the first case and a third arbitrator in the second case by the President of the International Chamber of Commorce, from among a number of. candidates who will be agreed upon by the Parties. Such candidates shall be independent persons, not nationals of either Sierra Leone or the United States of America and notnot closely connected with the intorests of the said two countries. A list of such candidates shall be drawn up and agreed upon between the Parties within two months afterthe Efective Date. The list shall thereafter be reviewed and modified as recessary at the beginning of each calendar year. (iüi) In the event of death, disability, or resignation of any arbitrator or his failure to enter upon or to continue his function as arbitrator, notice in writing of such occurrence shall be given by the more diligent party to the other, and a successor shall be appointed in the same manner as in respect of the arbitrator whom he is to replace. (iv) The place of arbitration shall be in Sierra Leone, or in such other country as shall be agroed by the arbitrators, and the procedure of arbitration shall be determined bythe Parties, or failing agreement of the Parties, by the Arbitration Board or Sole Arbitrator. In arriving at the award, arbitrators shall have regard in the first place to the laws of Sierra Leone but they shall not be precluded from relying on principles of law gene rally recognised as well as on consideration of equity. (v) Where the arbitration is referred to a Board, the award may be given by a majority. The award of an Arbitration Board or a No. 2 trplorao ,Mining dnd Processing f Minerul 1982 21 Sole Arbitrator shall be final and binding, and the Parties shall comply with it in good faith. (vi) Pending the issue of an award, the operations which have given rise to arbitration need not be discontinued. In case the award recognises that the complainant was justified, provision be made as necessary in favour of the complainant. (vii) The costs of arbitration proceeds shall be awarded at the sole discretion of the Arbitration Board or Sole Arbitrator. (vii)The provisions of this Agreement relating to arbitration shall continue in force notwithstanding the termination of the Agreement. INTERPRETATION The Agreement and any oil Exploration licence or mining lease issued hereunder shall be governed by and construed in accordance with the laws of Sierra Leone. This Agreement and the performance of the obligations here under are subject toexisting and future laws and regulations of Sierra Leone. PERIODIC REVIEW Four years after the commencement of commercial production and periodically thereafter, the Parties to the present Agreement will jointly review the Agreement's terms and compare them with arrange ments in effect in other producing areas in West Africa. In the event that the sum of fiscal and other arrangements contained in the present Agreement are found to be less favourable to theGovernment than the sum of those provided for in such other oil producing areas, the Government and the Companies shall further consult with a view to determining what adjustments in the terms of the present agreement may be appropriate in order to establish an approximate parity of conditions with arrangements in the aforesaid other producing arcas. Any amendment, modification or alteration of this Agreement shall be in writing executed by the Government and the Companies.