Legal ADR Consent Form

LEGAL ADR CONSENT FORM

This Legal ADR Consent Form ("Agreement") is entered into as of Effective Date: by and between Party A: and Party B: . Each of the foregoing is a "Party" and collectively the "Parties."

RECITALS

WHEREAS, a dispute has arisen between the Parties concerning the matter described as:

WHEREAS, the Parties desire to resolve the Covered Disputes (as defined below) by alternative dispute resolution procedures rather than by litigation, subject to the terms and conditions set forth in this Agreement.

WHEREAS, each Party represents that it has the authority to enter into this Agreement and that it is executing this Agreement voluntarily, after having had the opportunity to consult with counsel of its choosing.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the Parties agree as follows:

1. AGREEMENT TO SUBMIT TO ADR

1.1 Method of ADR. The Parties agree to submit Covered Disputes to the following procedure(s) (select one or both): Mediation Arbitration If both are selected, mediation shall be attempted prior to arbitration unless the Parties agree otherwise in writing.

1.2 Binding Nature. If Arbitration is selected and the Parties have indicated Binding Arbitration by checking below, the Parties agree that any award rendered by the arbitrator shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Binding Arbitration

1.3 Stay of Litigation. Upon the execution of this Agreement, each Party shall promptly move to stay or dismiss any pending litigation asserting Covered Disputes and shall refrain from initiating any new litigation related to the Covered Disputes except as provided in Section 6 (Emergency Relief).

2. SCOPE OF COVERED DISPUTES

2.1 Covered Disputes means all claims, counterclaims, disputes, or controversies between the Parties arising out of or relating to the subject matter described above, including but not limited to claims for breach of contract, tort, statutory and equitable relief, and any other claim arising from the Parties' relationship, whether arising before or after the Effective Date, except as expressly excluded in Section 2.2.

2.2 Exclusions. The following matters are excluded from this Agreement and may be pursued in court: (a) claims for injunctive or other emergency equitable relief to prevent irreparable harm where immediate relief is required and the arbitrator or mediator cannot provide such relief in time; (b) statutory claims that by law cannot be subject to arbitration; and (c) any claims the Parties expressly agree in writing to exclude.

3. NEUTRAL SELECTION AND PROCEDURES

3.1 Selection Process. The Parties shall attempt to agree upon a neutral within calendar days after the initiation of the ADR process. If the Parties cannot agree, the neutral shall be appointed by a court of competent jurisdiction or by a neutral appointment mechanism mutually agreed in writing.

3.2 Applicable Rules. The ADR proceeding shall be conducted in accordance with the Parties' written agreement as to rules. In the absence of such agreement, the neutral shall establish reasonable procedures designed to provide a fair and efficient resolution, including procedures for limited document and witness discovery.

4. CONFIDENTIALITY

4.1 Confidential Proceedings. Except as required by law or to enforce an award or settlement, the Parties, their representatives, and the neutral shall maintain the confidentiality of all materials, statements, and offers made solely for the purposes of the ADR process, and such materials shall not be admissible in evidence in any proceeding without the written consent of the Parties.

4.2 Exceptions. Confidentiality shall not apply to information that is or becomes generally available to the public other than through a breach of this Agreement, or to documents or communications independently obtained or created outside the ADR process.

5. FEES, COSTS AND ATTORNEYS' FEES

5.1 Appointment and Administrative Fees. Unless the Parties agree otherwise in writing, the Parties shall share the fees and costs of the neutral equally. Each Party shall bear its own attorneys' fees and costs unless the arbitrator determines that an award of attorneys' fees and costs is warranted by statute, contract, or equitable considerations.

5.2 Allocation of Costs. The arbitrator or mediator may, in the award or settlement terms, allocate fees and costs among the Parties in accordance with the applicable law or the equities of the case.

6. EMERGENCY RELIEF

6.1 Nothing in this Agreement prevents any Party from seeking provisional or emergency relief from a court of competent jurisdiction where such relief is necessary to preserve the status quo or to prevent irreparable harm. A Party seeking such relief shall, if feasible, notify the other Party prior to filing.

7. REMEDIES, JUDGMENT AND ENFORCEMENT

7.1 Award and Entry. In the event of arbitration, the arbitrator shall issue a written award setting forth the reasons, findings, and the relief granted, if any. Judgment upon the award may be entered in any court of competent jurisdiction.

7.2 Remedies Preserved. Except as expressly limited by mutual agreement, the Parties retain the right to seek all remedies available under law or equity consistent with the terms of this Agreement.

8. WAIVER OF JURY TRIAL AND CLASS ACTIONS

8.1 Jury Trial Waiver. To the fullest extent permitted by law, each Party knowingly and voluntarily waives any right to a jury trial for any claim that is subject to arbitration under this Agreement.

8.2 Class Action Waiver. The Parties agree that any arbitration shall be conducted solely on an individual basis and that class, collective, or representative actions are waived and are not permitted.

9. NOTICES

Notices shall be given in writing and shall be effective upon personal delivery, or three (3) business days after deposit with the postal service by certified mail, or upon confirmation of delivery if sent by nationally recognized overnight courier, to the addresses provided above or to such other address as a Party designates by written notice.

10. AMENDMENT, WAIVER, SEVERABILITY

10.1 Amendment. This Agreement may be amended or modified only by a written instrument signed by both Parties.

10.2 Waiver. The failure of a Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or of the right thereafter to enforce that or any other provision.

10.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, the remainder of this Agreement shall remain in full force and effect and shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein, provided that the essential terms and conditions of this Agreement for each Party remain valid, binding and enforceable.

11. GOVERNING LAW

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

12. 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, understandings, negotiations and discussions, whether oral or written, relating to such subject matter.

13. COUNTERPARTS

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. Facsimile and electronically transmitted copies of signatures shall be effective as originals.

14. REPRESENTATIONS AND AUTHORITY

Each Party represents and warrants that it has read and understands this Agreement, that it has had the opportunity to consult with independent counsel, and that the person signing below has authority to bind the Party to the terms of this Agreement.

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