Legal MDR Confirmation

LEGAL MDR CONFIRMATION

This Legal MDR Confirmation (the "Confirmation") is entered into as of by and between Party A: and Party B: .

Recitals

WHEREAS, Party A and Party B are parties to a commercial agreement titled dated (the "Agreement");

WHEREAS, a dispute has arisen between the parties concerning: ;

WHEREAS, the Agreement contemplates mandatory dispute resolution procedures ("MDR") and the parties desire to confirm the procedures, mediator appointment mechanism, confidentiality, timelines and cost allocation by written confirmation.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

For purposes of this Confirmation, the following terms shall have the meanings set forth below: "MDR" means the mandatory dispute resolution process described in Section 3 below; "Mediator" means the individual or panel agreed or appointed pursuant to Section 3; and "Dispute" means the matter described in the Recitals above and any closely related claims, counterclaims or defenses.

2. Election and Scope of MDR

The parties hereby irrevocably elect to resolve the Dispute through MDR as set forth in this Confirmation. The MDR shall apply to all claims, counterclaims and remedies arising out of or related to the Dispute, including but not limited to claims for breach of contract, equitable relief and costs.

3. Mediator Selection and Procedures

3.1 Notice of MDR. A party initiating MDR shall serve written notice of initiation on the other party in accordance with the Notices section below. The recipient shall have days to respond and to propose a Mediator.

3.2 Mediator Appointment. If the parties cannot agree on a Mediator within days after service of the response, the Mediator shall be appointed by the following mechanism:

3.3 Procedure. Within days of Mediator appointment, the parties shall exchange concise written statements of position and supporting documents. A hearing, if requested by either party, shall occur within days of the exchange, unless the Mediator orders otherwise. The place of any in-person session will be: .

4. Binding or Non-Binding Outcome

The parties shall select the nature of the MDR outcome by checking one of the following options. The parties acknowledge that only one box should be checked and that selection is material to the parties' rights.

Mediator's written determination shall be final and binding on the parties and enforceable in any court of competent jurisdiction, subject only to judicial review on grounds of misconduct or manifest excess of authority.

Mediator's recommendation shall be non-binding; the parties retain all rights to accept or reject the recommendation and to pursue further legal remedies thereafter.

5. Confidentiality

All communications, documents, offers, settlement discussions and positions made in the course of the MDR, whether oral or written, shall be confidential and privileged to the fullest extent permitted by law. Such materials shall not be disclosed to third parties or used in any subsequent litigation except (a) to enforce a settlement agreement reached through MDR, (b) to enforce a binding determination where the parties selected a binding outcome, or (c) as required by applicable law.

6. Costs, Fees and Security

Unless otherwise agreed, the Mediator's fees, administrative costs and reasonable travel expenses shall be allocated as follows:

7. Interim Relief; Preservation of Rights

Nothing in this Confirmation shall prevent any party from seeking provisional or interim equitable relief from a court of competent jurisdiction where such relief is necessary to preserve the status quo, prevent irreparable harm or maintain jurisdictional or evidentiary rights. Initiation of MDR shall toll any contractual MDR deadlines for the period of active MDR.

8. Tolling of Limitations

The parties agree that the running of any statute of limitations applicable to the Dispute shall be tolled for the period commencing on the effective date of this Confirmation and ending thirty (30) days after the termination of MDR, unless the parties otherwise agree in writing.

9. Notices

All notices required or permitted under this Confirmation shall be in writing and delivered to the addresses set forth below. Notices shall be deemed given upon delivery by hand, courier, nationally recognized overnight service, or three (3) days after deposit in the United States mail, postage prepaid.

10. Governing Law; Venue

This Confirmation shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. Any judicial proceedings to enforce or interpret this Confirmation shall be brought exclusively in the state or federal courts located in the county of .

11. Miscellaneous

Entire Agreement: This Confirmation, together with the Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

Amendments and Waiver: No amendment, modification or waiver of any provision of this Confirmation shall be effective unless in writing and signed by both parties. Failure or delay by either party to exercise any right shall not operate as a waiver.

Severability: If any provision of this Confirmation is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the parties' intent as nearly as possible.

Counterparts: This Confirmation 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. Signatures transmitted by electronic means shall be effective to bind the signatory.

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