Business Conflict Resolution Guidance

Business Conflict Resolution Guidance

Company A Name:     Company B Name:

Effective Date:

WHEREAS

WHEREAS, Company A and Company B have entered into commercial dealings that may give rise to disputes concerning performance, interpretation, payments, or operational coordination; and

WHEREAS, the parties desire to adopt a mutually agreed procedure to guide the identification, escalation, and resolution of business conflicts with the objective of preserving commercial relationships and minimizing disruption; and

WHEREAS, the parties agree that the procedures set forth in this Guidance will be a governing framework for dispute handling between them unless a different contractual dispute resolution process is expressly agreed in writing.

SCOPE OF WORK

ROLES AND RESPONSIBILITIES

Each party shall designate a primary contact responsible for receiving notices and for participating in escalation discussions. Designated contacts shall use reasonable commercial efforts to resolve disputes within the timelines set forth below.

DISPUTE RESOLUTION PROCEDURE

1. Notice: A party alleging a dispute shall provide written notice to the other party describing the nature of the dispute, the contractual provisions at issue, the relief sought, and a proposed schedule for resolution. Notices shall be provided to the designated primary contacts identified above.

2. Escalation and Negotiation: Following receipt of notice, the parties shall meet in good faith (in person or by teleconference) within calendar days to attempt resolution through direct negotiation. The parties shall exchange relevant documentation and positions in advance as reasonably requested.

3. Mediation: If negotiation does not resolve the dispute within calendar days from notice, the parties agree to submit the dispute to non-binding mediation unless otherwise agreed in writing. Opt for mediation Mediation communications are confidential

4. Arbitration: If mediation is not selected or fails to resolve the dispute within the agreed period, the parties may proceed to binding arbitration if both parties check the arbitration box below. Arbitration, if elected, shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Elect binding arbitration Limited discovery permitted

If arbitration is elected, Seat (jurisdiction): ; Number of arbitrators: .

5. Emergency Relief: Nothing in this Guidance precludes either party from seeking provisional or injunctive relief in a court of competent jurisdiction where such relief is necessary to protect a party’s rights pending resolution of the dispute.

PAYMENT TERMS

All invoices not paid within the agreed payment terms shall accrue the stated late fee, and the non-prevailing party in a dispute may be responsible for reasonable collection costs and attorneys' fees if provided for in a controlling agreement between the parties.

TERM AND TERMINATION

This Guidance commences on the Start Date set forth below and continues until the End Date, unless earlier terminated as permitted herein.

CONFIDENTIALITY

Each party shall maintain as confidential and shall not disclose Confidential Information of the other party except to its employees, advisors, or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information does not include information that is (i) in the public domain through no breach by the receiving party; (ii) rightfully received from a third party without restriction; or (iii) independently developed without reference to the disclosing party’s Confidential Information.

GOVERNING LAW

This Guidance shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Guidance, together with any written and signed appendices or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

If any provision of this Guidance is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The waiver by either party of a breach of any provision shall not constitute a waiver of any other breach.

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