Alternative Dispute Resolution Document

ALTERNATIVE DISPUTE RESOLUTION AGREEMENT

This Alternative Dispute Resolution Agreement (the Agreement) is entered into on this day: month: year: by and between Party A: with principal address: and Party B: with principal address: (each a Party and together the Parties).

RECITALS

WHEREAS, disputes may arise between the Parties relating to contracts, transactions, services, or other matters; and

WHEREAS, the Parties desire to establish procedures for the prompt, economical and confidential resolution of disputes by alternative dispute resolution methods and to limit the burden and expense of litigation; and

WHEREAS, the Parties intend that this Agreement govern the resolution of disputes arising out of or relating to their relationship, to the extent the Parties do not otherwise agree in writing.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

"Dispute" means any controversy, claim, or dispute arising out of or relating to the Parties' relationship, whether based in contract, tort, statute, fraud, misrepresentation, or otherwise, including disputes arising after termination of any agreement between the Parties.

"ADR Proceeding" means any non-judicial procedure selected under this Agreement including mediation, arbitration, or other agreed dispute resolution mechanisms.

2. SCOPE OF AGREEMENT

Except as otherwise provided in this Agreement, all Disputes between the Parties shall be resolved exclusively by the procedures set forth herein, notwithstanding the availability of other remedies at law or equity. This Agreement applies to both contractual and non-contractual claims.

3. INITIAL NEGOTIATION; MEDIATION

Prior to initiating arbitration or litigation, the Parties shall attempt in good faith to resolve any Dispute through direct negotiation between senior representatives of each Party for a period of thirty (30) days following written notice of the Dispute. If the Dispute is not resolved by negotiation, the Parties shall submit the Dispute to non-binding mediation conducted by a neutral mediator selected under Section 4 below, unless the Parties mutually agree in writing to waive mediation.

4. SELECTION OF NEUTRAL

The neutral(s) for mediation or arbitration shall be selected as follows: the Parties will endeavor to agree upon a single neutral. If the Parties cannot agree within fifteen (15) days after a written request for selection, each Party shall nominate one neutral and the two nominees shall select a third neutral by majority agreement. If the nominees cannot agree, the neutral shall be appointed by an independent appointing authority agreed to by the Parties or, if no authority is agreed, by the court of competent jurisdiction.

5. ARBITRATION

If mediation does not resolve the Dispute within sixty (60) days after the commencement of mediation, the Parties shall submit the Dispute to binding arbitration unless the Parties mutually agree otherwise in writing. The arbitration shall be conducted by a single arbitrator unless the Parties agree to a panel. The arbitration shall be conducted under rules agreed by the Parties, or, absent agreement, under generally accepted commercial arbitration procedures applicable at the time of the request for arbitration.

The arbitrator shall have the power to determine jurisdictional issues, to award all remedies available under general law and equity, and to award costs and reasonable attorneys' fees to the prevailing Party if the arbitrator determines such an award is appropriate. The arbitrator's award shall be final and binding on the Parties and judgment on the award may be entered in any court having jurisdiction.

6. CONFIDENTIALITY

All communications, documents, and materials exchanged or presented in the course of the ADR Proceedings, including mediation statements and settlement offers, shall be confidential to the fullest extent permitted by law and shall not be disclosed to third parties or used in subsequent proceedings except (i) as necessary to confirm or enforce an award or settlement; (ii) as required by law; or (iii) with the express, written consent of the Parties. The Parties agree to instruct the neutral to preserve confidentiality.

7. COSTS AND FEES

Unless otherwise agreed in writing or awarded by the arbitrator, the Parties shall share equally the fees and expenses of the neutral. Each Party shall bear its own attorneys' fees and costs, provided that an arbitrator may, in the arbitrator's discretion, award fees and costs to the prevailing Party where permitted by applicable law or contract.

8. INTERIM RELIEF

Nothing in this Agreement shall prevent any Party from seeking provisional remedies, injunctive or equitable relief, or interim measures in a court of competent jurisdiction where such relief is necessary to preserve the status quo, prevent irreparable harm, or protect a Party's rights pending the appointment of the neutral. A Party seeking such relief shall, to the extent practicable, notify the other Party prior to seeking court relief.

9. VENUE AND GOVERNING LAW

Unless otherwise agreed in writing, the seat of any arbitration shall be . This Agreement and any ADR Proceeding shall be governed by the substantive laws of without regard to conflict of laws principles.

10. NOTICES

Party A - Notice Contact

Party B - Notice Contact

11. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right hereunder shall operate as a waiver of such right, and no single or partial exercise of any right shall preclude other or further exercise of that right.

12. ENTIRE AGREEMENT; SEVERABILITY

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. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the Parties shall substitute for the invalid provision a valid provision that most nearly effects the Parties' intent.

13. 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 delivered by electronic means, including scanned signatures or electronic signature platforms, shall be binding and given the same effect as original signatures.

14. ADDITIONAL PROVISIONS

The Parties acknowledge that they have read and understand this Agreement, have had the opportunity to seek independent legal counsel, and enter into this Agreement voluntarily. Any procedural timelines set forth may be extended by written agreement of the Parties.

Optional selections (check any that apply):

Binding arbitration required after mediation
Non-binding mediation only (no arbitration)
Enhanced confidentiality protections apply as specified by separate agreement

15. STATEMENT OF DISPUTE (OPTIONAL)

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