Either Party may initiate alternative dispute resolution procedures by sending written notice to the other Party specifically stating the complaining Party's claim and requesting dispute resolution. The Party receiving the notice ("receiving Party") shall reply with designation of a person to settle the dispute and shall list two (2) alternative dates (both of which must be within fourteen days after receipt of the complaint) for meeting at the receiving Party's offices, or at a mutually agreeable location. The parties’ authorized representatives shall meet as they may mutually agree to be advantageous for resolution of the dispute and may, if they so agree, employ a neutral mediator to attempt to resolve the dispute in accordance with the CPR Mediation Procedure; provided, however, that if the dispute has not been resolved within ninety (90) days after the date when the receiving party received the notice invoking the dispute resolution procedures, then the complaining party may require that the controversy be settled by arbitration in accordance with the CPR Institute for Dispute Resolution Rules for Non-Administered Arbitration by three arbitrators who shall be neutral, independent, and generally knowledgeable about the type of transaction which gave rise to the dispute. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. § 1-16; provided, however, that the arbitrators shall include in their report/award a list of findings, with supporting evidentiary references, upon which they have relied in making their decision. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of arbitration shall be Houston, Texas. Notwithstanding anything herein and regardless of any CPR procedures or rules, it is expressly agreed that the following shall apply and control over any other provision in these guidelines: (a) All offers, conduct, views, opinions, and statements, whether written oral, made in the course of negotiation by any of the Parties, their employees, agents, experts, attorneys, and representatives are confidential, made for compromise and settlement, protected from disclosure under Federal and State Rules of Evidence and Procedure, and inadmissible and not discoverable for any purpose, including impeachment, in litigation or legal proceedings between the Parties, and shall not be disclosed to anyone who is not an agent, employee, expert, or representative of the Parties; provided, however, that evidence otherwise discoverable or admissible is not excluded from discovery or admission as a result of presentation or use in negotiation or mediation. (b) Except to the extent that the parties may agree upon selection of one or more arbitrators, the CPR shall select arbitrators from a panel reviewed by the parties. Parties shall be entitled to exercise peremptory strikes against one-third of the panel and may challenge other candidates for lack of neutrality or lack of qualification. Challenges shall be resolved in accordance with CPR rules. (c) Parties shall have at least twenty days following close of the arbitration hearing within which to submit a brief (not to exceed eighteen pages in length) and ten days from date of receipt of the opponent’s brief within which to respond thereto (response not to exceed ten pages in length). (d) Arbitrators shall not award punitive damages or attorneys’ fees (except attorneys’ fees specifically authorized in Agreement). (e) The fees and expenses of the mediator and arbitrators shall be shared equally by the parties. (f) The Parties may, by written agreement (signed by both Parties), alter any time deadline or location(s) for meeting(s), or procedure outlined herein or in the CPR rules. (g) Time is of the essence for purposes of the provisions of these dispute resolutions procedures.