Extract to table

3, which designates the State of Illinois as the governing law jurisdiction and provides that any disputes arising out of or related to the MSA shall be resolved in the courts located in Chicago, Illinois

4(b) of the MSA provides that all surcharge components must be calculated in accordance with the methodology set forth in Exhibit C to the MSA (the "Surcharge Methodology")

4(c) of the MSA provides, in relevant part: "In no event shall the aggregate monthly surcharge exceed 12% of the applicable Base Price for the relevant product category without prior written consent of Buyer

4(d), Buyer must notify Seller of any disputed surcharge within thirty (30) calendar days of receipt of the Surcharge Notice

If the parties are unable to resolve the dispute within thirty (30) days of Buyer's notice, the dispute is escalated to senior officers of each party, who shall meet and confer in good faith for an additional period of thirty (30) days