Alternative Dispute Resolution Contract

ALTERNATIVE DISPUTE RESOLUTION CONTRACT

This Alternative Dispute Resolution Contract ("Agreement") is made and entered into as of Effective Date: by and between Party A: , with principal address at ; and Party B: , with principal address at .

RECITALS

WHEREAS, Party A and Party B have a dispute arising from or related to the transaction(s), contract(s) or relationship described as: ; and

WHEREAS, the Parties desire to resolve their dispute without resort to court litigation and to define procedures for alternative dispute resolution; and

WHEREAS, the Parties intend that any resolution pursuant to this Agreement be final and enforceable as provided herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the Parties agree as follows:

1. DEFINITIONS

1.1 "Claim" means any claim, counterclaim, cross-claim, or third-party claim arising out of or in connection with the subject matter described above.

1.2 "Neutral" means the individual or panel selected by the Parties to conduct mediation, arbitration, or other ADR process under this Agreement.

2. SCOPE OF ADR

2.1 The Parties agree to submit all Claims arising out of or relating to the subject matter identified in this Agreement to the alternative dispute resolution process selected below, except for those Claims for which injunctive or other equitable relief is sought where immediate judicial relief is necessary to preserve the status quo.

2.2 The Parties may proceed with court action solely to obtain interim injunctive relief consistent with this Agreement. Any such application to a court shall not be deemed a waiver of this Agreement except as expressly provided in Section 10 (Waiver).

3. METHOD OF ADR

The Parties select the following ADR procedure (check all that apply):

4. SELECTION OF NEUTRAL

4.1 If the Parties have selected mediation, the Parties shall mutually agree upon a mediator within days of delivery of a written demand for mediation. If arbitration has been selected, the arbitrator or panel shall be selected in accordance with the procedure below.

4.2 If the Parties cannot agree on a Neutral within the time permitted, either Party may request that a neutral be appointed as provided in this Agreement by the following appointment mechanism:

5. RULES AND PROCEDURES

5.1 The ADR process shall proceed under the procedures agreed by the Parties in writing or, absent such agreement, under the neutral's reasonable procedures. The Parties agree that the neutral shall have authority to determine procedural and evidentiary matters consistent with the expedited and consensual nature of ADR.

5.2 The Parties agree that discovery for ADR shall be limited to the scope reasonably necessary for a fair hearing as determined by the neutral, unless otherwise agreed in writing.

6. ARBITRATION TERMS (IF APPLICABLE)

6.1 If binding arbitration is selected, the decision of the arbitrator shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrator shall issue a reasoned award including findings of fact and conclusions of law upon request of either Party.

6.2 Seat of arbitration (city, state): . Number of arbitrators: .

7. CONFIDENTIALITY

7.1 All communications, statements, settlement terms, offers, proposals, and documents prepared for or disclosed during the ADR process shall be confidential and may not be used or disclosed in any judicial or administrative proceeding, except (a) to enforce any settlement agreement or arbitral award; (b) as required by applicable law; or (c) by written agreement of the Parties.

7.2 The Parties agree that the Neutral shall not be compelled to testify or produce records concerning communications made during the ADR process except as required by law.

8. COSTS, ATTORNEYS' FEES AND EXPENSES

8.1 The Parties shall share the fees and costs of the Neutral as follows: .

8.2 Except as otherwise provided by statute or by agreement in writing, each Party shall bear its own attorneys' fees and costs. If the applicable law or arbitrator awards fees, the award shall be enforceable as part of any final award or judgment.

9. INTERIM RELIEF

9.1 Either Party may seek interim injunctive or equitable relief from a court of competent jurisdiction where such relief is necessary to preserve rights pending ADR. The Parties agree that seeking such relief shall not constitute a waiver of the obligation to arbitrate or mediate unless otherwise specified by the court or by written agreement.

10. ENFORCEMENT, JUDGMENT AND APPEAL

10.1 Judgment upon an award rendered by an arbitrator may be entered in any court having jurisdiction. The Parties expressly waive any right to appeal an arbitration award except as provided by applicable statute or by mutual written agreement.

11. LIMITATION OF REMEDIES

11.1 Except as otherwise required by law, the Parties agree that remedies shall be limited to those provided under applicable substantive law and that punitive or exemplary damages shall not be recoverable unless expressly allowed by statute.

12. NOTICES

12.1 Any notice required or permitted under this Agreement shall be in writing and delivered to the Party's address set forth above or to such other address as a Party may designate by written notice. Notices shall be deemed given upon personal delivery, confirmed electronic transmission, or three business days after deposit in the United States mail, postage prepaid.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive laws of the State of , without regard to its conflicts of law principles.

14. 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 and understandings, whether written or oral, relating to such subject matter.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law, and the Parties shall attempt in good faith to substitute for the invalid or unenforceable provision a valid and enforceable provision that most nearly effects the Parties' original intent.

16. AMENDMENT; WAIVER; COUNTERPARTS

16.1 This Agreement may be amended or modified only by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party.

16.2 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. Electronic signatures and facsimile or scanned signatures shall be valid and binding.

17. MISCELLANEOUS

17.1 The Parties agree to cooperate in good faith to schedule and complete the ADR process in a timely manner. Any deadlines set forth in this Agreement may be extended by mutual written agreement of the Parties.

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