Legal EDR Form

Legal EDR Form

This Early Dispute Resolution Agreement (the "Agreement") is entered into as of by and between Party A Name: with principal address and Party B Name: with principal address (each a "Party" and together the "Parties").

RECITALS

WHEREAS, a dispute has arisen between the Parties concerning the matters described in Dispute Summary below; and

WHEREAS, the Parties desire to resolve disputes promptly and cooperatively through an agreed early dispute resolution process intended to conserve resources and preserve commercial relationships; and

WHEREAS, the Parties intend that certain communications and procedures described in this Agreement shall be confidential and privileged to the maximum extent permitted by law.

NOW, THEREFORE

In consideration of the mutual covenants set forth below, the Parties agree as follows:

1. DEFINITIONS

1.1 "Dispute" means any claim, controversy, or dispute arising out of or relating to the matters identified in the Dispute Summary or arising from the Parties' relationship under any agreement between them.

1.2 "Neutral" means the individual or entity agreed by the Parties to conduct the Early Dispute Resolution Procedure described in this Agreement.

2. SCOPE OF EDR

2.1 Covered Matters. The Parties agree to submit to the procedures in this Agreement all Disputes except as expressly excluded below. Excluded matters include claims for injunctive relief necessary to avoid imminent and irreparable harm and claims that, by law, may not be subject to private dispute resolution.

3. NOTICE AND INITIATION

3.1 Notice. A Party initiating EDR shall deliver written Notice of Dispute to the other Party by hand, certified mail, courier, or email to the contact information set forth in the Notices section. Notice shall state the nature of the claim, the relief sought, and a concise statement of facts.

4. EDR PROCEDURE

4.1 Response. Within days after receipt of Notice, the recipient shall provide a written Response describing its position and any proposed resolution.

4.2 Selection of Neutral. The Parties shall select a Neutral by mutual agreement within days of the Response. If the Parties cannot agree, the Neutral shall be selected by the following method:

Mutual agreement on a single Neutral
Strike list procedure (each Party strikes names from a proposed list until one remains)
Request appointment from a recognized neutral selection organization

4.3 Early Conference. Within days of selection, the Neutral shall conduct an in-person or virtual conference to explore settlement. The Neutral may request written submissions, limited discovery, and evidence summaries as reasonably necessary to evaluate the dispute.

4.4 Outcome. The Neutral's recommendations shall be non-binding unless the Parties affirmatively agree in writing that the process will be binding and enforceable as arbitration. Selection of binding outcome must be indicated in the Binding Election field.

The Parties agree that the EDR decision will be binding and enforceable as arbitration.
The Parties agree that the EDR process and any recommendations will be non-binding.

5. PRESERVATION OF RIGHTS; INTERIM RELIEF

5.1 Preservation. Submission to EDR does not operate as a waiver of any Party's rights to seek interim or provisional relief from a court of competent jurisdiction where such relief is necessary to preserve rights, assets, or prevent irreparable harm.

6. COSTS AND FEES

6.1 Allocation. Unless otherwise agreed, fees and expenses of the Neutral shall be borne by the Parties as follows: Party A shall pay and Party B shall pay of Neutral fees. Each Party shall bear its own attorneys' fees and costs unless a binding agreement or applicable law provides otherwise.

7. CONFIDENTIALITY

7.1 Confidentiality. All communications, written submissions, settlement proposals, and information exchanged solely for the purpose of EDR shall be confidential and shall not be admissible or disclosed in any judicial or administrative proceeding, except (a) to enforce this Agreement or a settlement reached hereunder, (b) as required by law or court order, or (c) by written agreement of the Parties. The Parties acknowledge that confidentiality protections do not apply to information otherwise lawfully obtained outside the EDR process.

8. NOTICES

9. GOVERNING LAW; VENUE

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

10. ENTIRE AGREEMENT; SEVERABILITY

10.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning EDR for the subject Dispute and supersedes all prior negotiations and agreements related to the subject matter hereof.

10.2 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendments. No modification or amendment of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

11.2 Waiver. The failure of a Party to enforce any provision of this Agreement shall not constitute a waiver of that Party's right to enforce the provision in the future.

11.3 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.

CERTIFICATION

Each Party represents and warrants that it has the full right, authority, and capacity to enter into this Agreement and to perform its obligations hereunder, and that the person signing on its behalf is duly authorized to bind the Party.

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