12. EXPERT DETERMINATION

12.1 Good faith discussion: If a dispute, difference or claim arising out of or in connection with this agreement, or the subject matter of this agreement, including any dispute as to its existence or validity and disputes arising from the Project Steering Group (including a failure by the Project Steering Group to agree on a matter arising out of or in connection with this agreement) ("Dispute") arises, either party may, by 5 Business Days’ written notice to the other party, require Meridian’s General Manager Markets and Production (or a person in an equivalent position) and Genesis’ General Manager - Production (or a person in an equivalent position) to meet in good faith to attempt to resolve the Dispute.

12.2 Further discussion: If a Dispute remains unresolved 10 Business Days after the giving of notice in accordance with clause 12.1, either party may, by further notice to the other party, require the matter to be referred to the parties’ respective Chief Executives, and those persons will use their best endeavours to resolve the dispute within 10 Business Days of receipt of the notice, or such longer period as the parties agree.

12.3 Determination: If:

(a) the Dispute is unresolved within 20 Business Days after the process in clause 12.2 has commenced; or

(b) neither party commences the process in clause 12.2 within 5 Business Days after expiry of the 10 Business Days referred to in clause 12.2,

either party may by written notice stating the subject matter and details of the Dispute to the other party require the Dispute to be determined by a single expert. The referral to expert determination will be commenced by a party giving notice to the other party stating the subject matter and details of the Dispute and requiring the Dispute to be referred to the determination of an expert to be appointed by the parties. Failing agreement within 10 Business Days after the date of giving the notice, the expert will be appointed at the request of a party by the president or the vice-president for the time being of the Institute of Professional Engineers New Zealand or the nominee of such president or vice-president. The guidelines which will govern the proceedings for determining the Dispute will be set by the parties. Failing agreement on the guidelines within 10 Business Days after the appointment of the expert, a party may request the expert to set the guidelines which will govern the proceedings for determining the Dispute.

12.4 Decision: The expert will determine the Dispute and deliver to each party a written decision. The decision must specify brief reasons for the decision. The decision will be final and binding on the parties.

12.5 Confidentiality: The parties and the expert will keep confidential and will not disclose to anyone not involved in the expert determination any information contained in the decision unless such disclosure is required by law, is necessary to comply with the listing rules of any recognised stock exchange, or is made in any subsequent proceedings to enforce the expert’s decision.

12.6 Arbitration statutes not to apply: Referral of the Dispute to the expert will not be an arbitration agreement for the purposes of the Arbitration Act 1996 and the provisions of that Act will not apply to or govern such referral.

12.7 Costs: The parties will bear their own costs (including legal costs) and an equal share of the costs and expenses of the expert.