(Swiss private-law multilateral; EN controls; FR/DE companions may be issued. Cross-refs: ECT-1 (Nature), ECT-2 (Governance/CB Secretariat), ECT-3 (Interfaces), ECT-4 (Legal/Compliance), ECT-5 (IP/Data), ECT-6 (Finance); GRF Bylaws Arts. 9, 13–16, 18–21. “CB” = each Party’s non-executive Privy Council; “CSR” = Council System of Record; “CRE” = Council Register Extract.)
7.0 Principles & Construction
(a) Continuity with accountability. Cooperation should not stall during disagreements; safety-critical and public-interest activities continue under RAP with CB conditions.
(b) Proportionality. Suspension/exit remedies scale with risk (sanctions, safety, privacy, capital).
(c) Auditability. Every notice, cure, decision and settlement under this Article receives a CRE and (where lawful) a Gazette summary.
(d) No JV/agency. Exit or dispute outcomes do not create partnership, joint venture, or agency between Parties.
7.1 Term & Renewal
7.1.1 Initial Term
The ECT enters into force on the Effective Date and runs for five (5) years.
7.1.2 Renewal
Automatic three-year renewals unless a Party gives six (6) months’ written notice of non-renewal (Annex ECT-X notices). Non-renewal does not extinguish accrued rights or obligations.
7.1.3 Mid-Term Review
At least once every 24 months, the Joint Committee conducts a mid-term review (performance, risk, finance, independence). Findings are filed in CSR (CRE) and may recommend amendments per thresholds in ECT-2.1.5.
7.1.4 Accession Alignment
New Parties acceding under §2.3 align to the then-current Term; probation (§2.3.2(d)) is unaffected.
7.1.5 Survival
On expiry or non-renewal, the following survive for the periods stated: confidentiality (5 years or longer by law/license), privacy/export-control duties, IP licenses granted (per license terms), payments/reconciliations due, audit rights (10 years), dispute resolution (7.3).
7.2 Suspension & Exit
7.2.1 Grounds for Interim Suspension
A Party may be interim-suspended (in whole or for a workstream) by ≥4/5 Joint Committee vote where there is credible evidence of:
- Sanctions/KYC/AML exposure or financing of unlawful activity;
- Material independence breach (donor/vendor capture) or undisclosed RPT;
- Serious security/privacy incident (Tier-R data or Tier-S/H model misuse);
- Export-control/dual-use violation risk;
- Persistent non-performance after written warnings (missed KPI/reporting cycles; refusal to observe CB conditions);
- Non-payment of undisputed sums > 60 days.
Effect. Suspended Parties lose access to Restricted resources and decision rights for the affected scope; safety-critical obligations continue under CB-set conditions.
7.2.2 Notice & Cure
Notice of Concern details facts, risk, and proposed conditions; it is CRE-logged. Standard cure period: 30 days (shorter where safety, sanctions, or export risks exist). The Joint Committee may lift, extend, or convert suspension to exit upon cure assessment.
7.2.3 Exit (For Cause)
Upon failure to cure, or for egregious breaches (sanctions, willful misconduct), the Joint Committee may terminate a Party’s participation (full or scoped) by ≥4/5 vote. Termination decision and reasons are CRE-logged and gazetted (lawful redactions).
7.2.4 Exit (For Convenience)
Any Party may withdraw without cause on six (6) months’ notice. The withdrawing Party cooperates in wind-down and remains liable for accrued commitments and lawful costs to the date of effect.
7.2.5 Wind-Down & Step-In
(a) Wind-Down Plan. For ongoing Tier-S/H operations (e.g., active DRF facilities, public alerts), Parties agree a Joint Wind-Down Plan (handover/transition, safety, communications, escrow) within 20 Business Days.
(b) Step-In. Where necessary to prevent material harm, the Joint Committee may appoint a step-in operator for the narrow purpose of completing or safely deactivating operations; CB conditions apply.
7.2.6 Financial Close-Out
Within 45 days of exit/suspension decision (or longer if agreed):
- reconcile payables/receivables and in-kind valuations;
- release or call escrows per conditions;
- settle neutral facilitation fees already earned and undisputed;
- produce a Close-Out Statement (CRE-logged).
7.2.7 Treatment of IP, Data & Marks
(a) IP & Data. Open/FRAND licenses remain in force; Shared/Restricted access ceases immediately; copies are returned or cryptographically destroyed, with deletion certificates filed in CSR.
(b) Marks. All mark use ceases; factual text acknowledgments may persist in historical documents.
(c) Joint Work. Jointly created Foreground IP follows ECT-5.1 and related JOEA terms; pending publications proceed unless safety/privacy law bars release.
7.2.8 Communications
Public statements on suspension/exit are coordinated; neutral facts only; Gazette summaries are the authoritative notices.
7.3 Dispute Resolution (Swiss Rules; Seat Geneva; EN)
7.3.1 Multi-Tier Escalation (Good-Faith)
- Operational Leads → attempt resolution within 10 Business Days.
- Joint Committee → docket and decide within 14 Business Days (or next scheduled meeting).
- CB Chairs/Legal → confer and issue a non-binding Council Opinion within 14 Business Days.
Performance continues during escalation (except where unsafe or unlawful); RAP measures may be invoked for continuity.
7.3.2 Expert Determination (Optional)
For narrow technical questions (e.g., model calibration metrics, data quality thresholds), Parties may agree to expert determination by a jointly appointed expert. Determination is binding unless manifest error; it does not preclude later mediation/arbitration on non-technical issues.
7.3.3 Mediation
Unresolved disputes proceed to mediation under the Swiss Rules of Mediation of the Swiss Arbitration Centre. Venue (physical or virtual) and mediator are agreed within 10 Business Days; mediation lasts up to 30 days unless extended by consent.
7.3.4 Arbitration
If unresolved after mediation (or if mediation is waived by both Parties), disputes are finally settled by arbitration under the Swiss Rules of International Arbitration administered by the Swiss Arbitration Centre:
(a) Seat: Geneva, Switzerland.
(b) Language: English.
(c) Tribunal: three arbitrators; one arbitrator for disputes with an amount in controversy ≤ CHF 2,000,000, or if Parties agree.
(d) Expedited Procedure: applies as per Art. 42 Swiss Rules (including documents-only) unless Parties opt out.
(e) Emergency Relief: Parties may seek emergency arbitrator measures; nothing bars interim measures from Geneva courts.
(f) Consolidation & Joinder: permitted per Swiss Rules to avoid inconsistent awards; Nexus Entities to this ECT may be joined where necessary and lawful.
(g) Evidence: the tribunal may apply or be guided by the IBA Rules on the Taking of Evidence.
(h) Confidentiality: proceedings are confidential; awards may be summarized in the Gazette with lawful redactions where public interest requires.
(i) Costs: tribunal allocates costs by outcome and conduct; frivolous claims/defenses may attract adverse costs.
7.3.5 Governing Law & Remedies
(a) Law: Swiss substantive law applies (excluding conflict-of-laws rules and CISG).
(b) Remedies: specific performance and injunctive relief are available where appropriate; punitive/exemplary damages are excluded to the extent permitted by law.
(c) Limitation: contractual claims must be brought within three (3) years of the claimant’s knowledge (long-stop ten (10) years) from the CRE-recorded act/omission, unless mandatory law provides otherwise.
7.3.6 Notices & Service
Arbitration notices are valid if sent to the addresses/emails and legal representatives designated in Annex ECT-X; QES/AES is acceptable. Service is deemed received on the earlier of system receipt or two Business Days after transmission.
7.3.7 Without Prejudice; No Waiver
Negotiations and mediation communications are without prejudice. Failure to exercise a right is not a waiver.
7.4 Force Majeure, Change of Law & Hardship
(a) Force Majeure. A Party is not liable for failure caused by events beyond reasonable control (e.g., natural disaster, war, sanctions changes, catastrophic outages), provided it notifies within 5 Business Days, uses reasonable efforts to mitigate, and resumes promptly.
(b) Change of Law. If performance would become unlawful, the affected Party suspends the impacted obligation and proposes compliant alternatives; if none exist, the obligation is excused and the Parties negotiate equitable adjustments.
(c) Hardship. Where performance becomes excessively onerous due to unforeseeable events, Parties negotiate in good faith; failing agreement, either may request the tribunal (7.3.4) to adapt or terminate the affected obligation on equitable terms.
7.5 Transitional & Records
All suspension/exit/dispute artifacts (notices, cure plans, opinions, awards, wind-down packs, deletion certificates) are filed in CSR with CRE IDs; public-interest summaries are gazetted with lawful redactions.
Design result: Predictable terms, disciplined suspension/exit mechanics, and a robust Swiss Rules dispute system—anchored in Geneva, enforceable under Swiss law, and wired to the CB/CSR/Gazette control layer—so cooperation stays lawful, safe, and auditable even under stress.