Legal Dispute Resolution Template

LEGAL DISPUTE RESOLUTION AGREEMENT

This Dispute Resolution Agreement ("Agreement") is made and entered into as of Effective Date: by and between Party A Name: , located at , and Party B Name: , located at . Each of the foregoing is a "Party" and collectively the "Parties."

RECITALS

WHEREAS, the Parties desire to establish an agreed procedure for the prompt, confidential and final resolution of any dispute, claim or controversy arising out of or relating to their contractual relationship or dealings (each a "Dispute"); and

WHEREAS, the Parties wish to avoid the expense, delay and uncertainty of court litigation and to provide for the fair allocation of costs and fees in the resolution of Disputes; and

WHEREAS, the Parties intend that this Agreement govern the procedure by which the Parties will resolve all Disputes between them unless otherwise mutually agreed in writing.

NOW, THEREFORE, in consideration of the mutual covenants set forth below and other good and valuable consideration, the Parties hereby agree as follows:

1. DEFINITIONS

For purposes of this Agreement, "Dispute" means any claim, controversy, or dispute arising out of or relating to the subject matter of the Parties' relationship, including contract interpretation, performance, breach, tort, statutory claims and equitable remedies. "Arbitration" refers to binding private arbitration conducted in accordance with Section 4 below. "Mediation" refers to a non-binding, confidential facilitated negotiation described in Section 3.

2. GOOD FAITH NEGOTIATION

Prior to initiating formal proceedings, the Parties shall attempt in good faith to resolve any Dispute through direct negotiation. The party asserting a claim shall provide written notice of the Dispute describing the nature of the claim, the relief sought and supporting facts.

3. MEDIATION

If the Parties are unable to resolve the Dispute within the negotiation period specified in Section 2, the Parties shall submit the Dispute to non-binding mediation conducted in good faith by a mutually agreed neutral mediator. The Parties shall share mediator fees and any facility costs equally unless the mediator determines otherwise.

Unless otherwise agreed, the mediation shall be commenced within days after the expiration of the negotiation period.

4. BINDING ARBITRATION

If mediation does not resolve the Dispute within sixty (60) days after commencement of mediation, the Dispute shall be finally resolved by binding arbitration administered in accordance with the terms set forth in this Section. Arbitration shall be the exclusive remedy for resolution of Disputes except for provisional relief as provided in Section 5.

Unless otherwise agreed, the Parties shall each appoint one arbitrator within days, and the appointed arbitrators shall select a presiding arbitrator within fourteen (14) days. If the Parties fail to appoint, an independent appointing authority selected by agreement or designated by the arbitrators shall select the arbitrator(s).

The arbitrator(s) shall apply the substantive law designated in Section 11 and shall have authority to award all relief that a court of competent jurisdiction could award, including injunctive relief, specific performance and monetary damages. The arbitrator(s) shall issue a written reasoned award and judgment on the award may be entered in any court of competent jurisdiction.

5. INTERIM RELIEF

Notwithstanding the agreement to arbitrate, either Party may seek emergency provisional remedies, including injunctive relief, in any court of competent jurisdiction to preserve the status quo, assets, or evidence pending appointment of the arbitrator(s). Any party seeking provisional relief shall promptly submit the dispute to arbitration for determination of the merits.

6. DISCOVERY AND PROCEDURES

The Parties agree that discovery in arbitration shall be limited and proportional to the needs of the case. Unless the Parties agree otherwise or the arbitrator orders otherwise, discovery shall be limited to document production reasonably necessary to prove each Party's claims or defenses and no more than and depositions limited to days each.

7. ATTORNEYS' FEES AND COSTS

The arbitrator shall have the authority to award reasonable attorneys' fees and costs to the prevailing Party if permitted by applicable law or contract. The Parties may also agree that fees and costs will be allocated as follows:

8. CONFIDENTIALITY

All mediation and arbitration proceedings, including any settlement discussions, shall be confidential and shall not be disclosed to any third party except as necessary to enforce an award or as required by law. The Parties shall maintain confidentiality of all documents produced in the course of these proceedings subject to any protective order issued by the arbitrator.

9. WAIVER OF JURY TRIAL AND CLASS ACTIONS

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY FOR ANY DISPUTE SUBJECT TO THIS AGREEMENT. THE PARTIES FURTHER AGREE THAT ALL DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS AND NOT AS CLASS, COLLECTIVE OR REPRESENTATIVE ACTIONS.

10. TIMELINESS

A Party asserting a claim must initiate mediation or arbitration within the applicable statute of limitations period; failure to timely commence proceedings shall be an affirmative defense and may result in dismissal.

11. GOVERNING LAW

This Agreement and any arbitration in which the substantive law is applied pursuant to this Agreement shall be governed by the laws of the State of without regard to its conflict of laws principles.

12. NOTICES

All notices under this Agreement shall be in writing and shall be deemed duly given when delivered in person, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth below or to such other address as a Party may designate by notice.

13. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. A waiver of any breach shall not constitute a waiver of any other or subsequent breach.

14. COUNTERPARTS; SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be binding and enforceable.

15. 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 negotiations, discussions, understandings and agreements. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16. REMEDIES

The remedies provided in this Agreement are cumulative and not exclusive of any remedies available at law or in equity. The prevailing Party in any arbitration or enforcement action shall be entitled to recover reasonable attorneys' fees and costs as awarded by the arbitrator or court.

17. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. No third party shall have any rights under this Agreement unless expressly stated herein.

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