Alternative Dispute Resolution Agreement

ALTERNATIVE DISPUTE RESOLUTION AGREEMENT

This Alternative Dispute Resolution Agreement (Agreement) is entered into as of Effective Date: by and between Party A Name: organized under the laws of State of Formation: , and Party B Name: organized under the laws of State of Formation: (each a "Party" and collectively the "Parties"). The Parties agree to resolve disputes between them as provided herein.

RECITALS

WHEREAS, the Parties have entered into contractual or other commercial relationships that may give rise to disputes concerning obligations, performance, interpretation or termination; and

WHEREAS, the Parties desire to establish a mutually agreed procedure for the prompt, economical, and fair resolution of any Claim (as defined below) without the expense and delay of litigation; and

WHEREAS, the Parties intend that disputes be resolved by negotiation, good faith mediation, and, if necessary, arbitration in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Claim" means any claim, dispute, controversy or cause of action arising out of or relating to this Agreement, any other agreement between the Parties, tort, statute, contract, fraud, misrepresentation, or any other legal theory, including claims for injunctive or declaratory relief.

1.2 "Arbitration" means the final and binding procedure described in Section 5 for resolving Claims by a neutral arbitrator or panel.

2. SCOPE OF AGREEMENT

2.1 Except as expressly provided otherwise in writing, all Claims between the Parties, whether arising before or after the Effective Date, shall be resolved exclusively in accordance with the procedures set forth in this Agreement.

2.2 This Agreement shall not apply to actions for provisional or injunctive relief sought in a court of competent jurisdiction where such relief is necessary to preserve the status quo or to prevent irreparable harm; provided, however, that any such court order shall not determine the merits of the underlying Claim, which shall remain subject to this Agreement.

3. NEGOTIATION

3.1 Before initiating Mediation or Arbitration, the Parties shall attempt to resolve any Claim by good faith negotiation. The initiating Party shall deliver written notice of the Claim to the other Party describing the nature and basis of the Claim and the relief sought. The Parties shall meet or confer promptly and shall continue negotiations for a period of not less than days following receipt of the notice unless extended by written agreement.

4. MEDIATION

4.1 If negotiation does not resolve the Claim within the negotiation period, the Parties will endeavor in good faith to resolve the Claim by non-binding mediation. Mediation shall be commenced by either Party giving a written request to the other Party. Unless otherwise agreed, mediation shall be conducted in , .

4.2 The Parties shall select a neutral mediator by mutual agreement within days of the mediation request. If the Parties cannot agree, each Party shall propose one candidate and the two candidates shall select a mediator within 14 days.

4.3 Costs of mediation, including mediator fees, shall be borne equally by the Parties unless otherwise agreed in writing.

5. ARBITRATION

5.1 The Parties agree that any Claim not resolved by negotiation or mediation shall be finally resolved by binding Arbitration unless the Parties affirmatively select non-binding arbitration by checking the non-binding box below: Non-binding arbitration Binding arbitration If both boxes are left unchecked, binding arbitration shall apply.

5.2 Arbitration Procedure. Arbitration shall be conducted before a single neutral arbitrator selected by the Parties within 30 days of the filing of a demand for arbitration. If the Parties cannot agree on an arbitrator within 30 days, each Party shall nominate one arbitrator within 10 days and the two nominated arbitrators shall appoint a third arbitrator to serve as the presiding arbitrator within 14 days. If the nominated arbitrators fail to appoint the presiding arbitrator, either Party may apply to a court of competent jurisdiction for appointment.

5.3 Rules and Conduct. The Arbitration shall be conducted in accordance with the procedural and evidentiary rules the Parties agree upon in writing, and, absent agreement, in accordance with generally accepted commercial arbitration practices. The arbitrator shall have authority to rule on jurisdictional objections, to grant interim and emergency relief, to determine discovery limited to matters reasonably calculated to lead to the discovery of admissible evidence, and to allocate costs and fees as set forth in Section 9.

6. ARBITRATION LOCATION, LANGUAGE, AND TIMING

6.1 Seat of Arbitration: The seat of Arbitration shall be City: , State: .

6.2 Language: The language of the Arbitration shall be .

7. DISCOVERY AND HEARING

7.1 The Parties shall be entitled to reasonable, limited discovery necessary to prepare their respective cases. The arbitrator shall manage discovery and may limit depositions, document requests, and expert disclosures to avoid unnecessary delay and expense.

7.2 Hearing. The arbitrator shall schedule a hearing promptly and shall render a written award within 30 days after the hearing is closed, unless additional time is necessary and agreed in writing by the Parties.

8. INTERIM RELIEF

8.1 Either Party may seek interim or provisional relief from a court of competent jurisdiction to preserve the status quo, protect property, or prevent irreparable harm, without waiving the right to compel Arbitration under this Agreement.

9. COSTS, ATTORNEYS' FEES AND AWARDS

9.1 Allocation of Costs. Unless otherwise ordered by the arbitrator for good cause, the administrative fees and arbitrator compensation shall be borne as determined by the arbitrator in the Award. The Parties may indicate a preferred allocation of attorneys' fees by selecting one of the following options:

Each Party bears its own attorneys' fees and costs The arbitrator may award reasonable attorneys' fees and costs to the prevailing Party

9.2 Finality and Enforcement. The arbitrator's award shall be final, binding, and enforceable in any court of competent jurisdiction. Judgment upon the award may be entered in any court having jurisdiction.

10. CONFIDENTIALITY

10.1 Except as necessary to enforce rights or awards or as required by law, the Parties, arbitrator, mediator, and any tribunal appointed in the course of resolving Claims shall maintain as confidential the existence, content, and outcome of any mediation or arbitration, including all submissions, testimony, and exhibits.

10.2 Notwithstanding the foregoing, information that is or becomes publicly available other than through a breach of this provision, or that is required to be disclosed by law, shall not be treated as confidential.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive laws of the State of , without regard to principles of conflicts of law, except to the extent that the Federal Arbitration Act applies to the enforcement of arbitration provisions.

12. NOTICES

Notices shall be in writing and shall be deemed given on the date of personal delivery, on the date of confirmed electronic transmission if transmitted during normal business hours, or three days after deposit with a nationally recognized overnight courier service. Either Party may change its notice address by written notice to the other Party in accordance with this Section.

13. AMENDMENT; WAIVER

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay in exercising any right hereunder shall operate as a waiver thereof.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired and shall remain in full force and effect.

15. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral, relating to such subject matter.

16. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile, electronic image, or other electronic means shall be deemed originals for all purposes.

17. ADDITIONAL PROVISIONS

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