Arbitration Agreement Form

ARBITRATION AGREEMENT FORM

This Arbitration Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal place of business at , and Counterparty Name: with principal place of business at .

RECITALS

WHEREAS, the parties have entered into one or more agreements, transactions, or contractual relationships (each a "Underlying Agreement") in connection with which disputes may arise; and

WHEREAS, the parties desire to provide for the prompt, final and binding resolution of disputes arising out of or relating to the Underlying Agreement by arbitration, and to define procedures for selection of arbitrator(s), scope of arbitration and allocation of fees and costs;

WHEREAS, the parties intend that this Agreement govern the resolution of all disputes that would otherwise be litigated in court, except as expressly provided herein.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1. Definitions

1.1 "Claim" means any dispute, controversy or claim between the parties arising out of or relating to the Underlying Agreement, including tort, contract, statutory and equitable claims, and including claims arising after termination of the Underlying Agreement.

1.2 "Arbitration Administrator" means the agreed-upon arbitration administrator or, if none is selected in writing by the parties, the default procedure described in Section 5.

2. Agreement to Arbitrate

2.1 Except as set forth in Section 2.2, the parties irrevocably agree that all Claims shall be submitted to final and binding arbitration and that the courts shall not have jurisdiction to hear such Claims, except to the extent necessary to compel arbitration, confirm, vacate or enter judgment on an arbitration award, or to obtain provisional relief.

2.2 This Agreement does not preclude either party from seeking provisional or injunctive relief from a court of competent jurisdiction to preserve the status quo or to protect trade secrets or intellectual property rights pending appointment of an arbitrator.

3. Scope of Arbitration

3.1 The parties intend that the arbitration shall cover the broadest scope permitted by law, including Claims based on contract, statute, tort, fraud, misrepresentation, and any other theory, except for Claims that a court must determine as a threshold matter, such as the existence or validity of this Agreement.

3.2 The parties knowingly and voluntarily waive any right to adjudicate Claims in court, including any right to a jury trial, to the extent permitted by law.

4. Arbitration Procedure

4.1 Number of Arbitrators: The arbitration shall be conducted by: Single arbitrator Three arbitrators

4.2 Selection: If a single arbitrator is selected, the parties shall attempt to agree upon a mutually acceptable arbitrator within 14 days of a demand for arbitration. If the parties cannot agree, each party shall submit one name and the party receiving such submission shall strike one name and return the remainder; the remaining name shall be appointed. If three arbitrators are selected, each party shall appoint one arbitrator and the two appointed arbitrators shall appoint a third.

4.3 Administrator and Rules: The arbitration shall be administered by the Arbitration Administrator selected by the parties. If no administrator is designated, the arbitration shall be conducted under commonly accepted commercial arbitration rules for domestic disputes. The arbitrator shall have authority to determine the applicable rules and to resolve procedural motions.

5. Location, Governing Law and Language

5.1 Seat of Arbitration (City, State or other agreed forum):

5.2 Governing Law: This Agreement shall be governed by and construed in accordance with the substantive laws of the State of without regard to its choice of law principles.

5.3 Language: The arbitration shall be conducted in the English language unless otherwise agreed in writing by the parties.

6. Discovery and Hearings

6.1 The arbitrator shall have authority to order and manage discovery reasonably necessary for resolution of the Claims, including document production, limited written discovery and depositions when justified by the complexity or amount in dispute. Discovery shall be proportionate to the needs of the case.

6.2 The arbitrator shall conduct hearings in a manner consistent with fundamental fairness and due process. The arbitrator may rule on evidentiary matters, issue orders to ensure efficient resolution, and set schedules for briefing and hearings.

7. Interim Relief and Provisional Remedies

7.1 Either party may seek interim or provisional injunctive relief from any court of competent jurisdiction to preserve the status quo, maintain evidence, or protect intellectual property rights. The arbitrator shall have authority to grant interim relief where permitted by law.

8. Confidentiality

8.1 Except to the extent necessary to prepare for or conduct the arbitration, to enforce an award, or to satisfy public reporting obligations, the parties, arbitrator and Arbitration Administrator shall maintain the confidentiality of all arbitration proceedings, testimony, documents produced in discovery, and the award.

9. Costs, Fees and Awards

9.1 The arbitrator shall have the authority to allocate the costs and fees of the arbitration, including reasonable attorneys' fees and costs, as provided by law or contract. Absent an award to the contrary, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

9.2 The arbitrator's award shall be in writing and shall state the factual and legal bases for the decision to the extent required by applicable law. The award shall be final and binding and may be entered as a judgment in any court having jurisdiction.

10. Class and Representative Actions

10.1 The parties agree that all Claims must be brought individually. To the fullest extent permitted by law, the arbitrator has no authority to preside over any class, collective, or representative proceeding, and the parties expressly waive the right to participate in any such proceeding.

11. Enforcement; Judgment

11.1 The parties acknowledge that an arbitration award may be entered as a judgment in any court of competent jurisdiction. Each party waives any defenses of lack of jurisdiction or forum non conveniens to the extent necessary to permit enforcement of an award.

12. Notices

Notices must be in writing and delivered by certified mail (return receipt requested), nationally recognized overnight courier, or by hand to the notice addresses set forth above. Notice is effective upon receipt.

13. Amendments; Waiver

13.1 This Agreement may be amended only by a written instrument signed by both parties. Any waiver of any provision or right under this Agreement must be in writing and signed by the party waiving such provision.

14. Entire Agreement; Severability

14.1 This Agreement constitutes the entire agreement between the parties with respect to arbitration of Claims and supersedes any prior agreements, whether oral or written, regarding arbitration.

14.2 If any provision of this Agreement is found to be invalid or unenforceable, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect. If a court or arbitrator determines that a class action waiver is unenforceable, the parties agree that the remaining provisions shall be enforced to the greatest extent permitted by law.

15. Counterparts; Electronic Execution

15.1 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Execution and delivery by electronic signature shall have the same force and effect as an original signature.

Optional Administrative Details

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