Legal Mediation Waiver

LEGAL MEDIATION WAIVER

This Mediation Waiver (the "Waiver") is made and entered into as of Effective Date: by and between Party A Name: and Party B Name: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, the Parties are parties to a certain agreement dated (the "Underlying Agreement"), and disputes have arisen between them relating to the subject matter of that Underlying Agreement;

WHEREAS, the Underlying Agreement may require or contemplate mediation as a condition precedent to arbitration or litigation for certain disputes; and

WHEREAS, the Parties desire to waive any requirement to mediate prior to initiating arbitration or litigation with respect to the dispute described below and to set forth the terms and scope of that waiver in writing.

Description of Dispute (briefly state the dispute for which mediation is waived):

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Mediation" means any non‑binding procedure by which a neutral third party assists the Parties in attempting to resolve a dispute, including private mediation, court‑annexed mediation, and any program described as mediation in the Underlying Agreement.

1.2 "Dispute" means the controversy described in the Description of Dispute field above and any claims, counterclaims, causes of action, or defenses arising out of or relating to the same operative facts.

2. WAIVER OF MEDIATION

2.1 Scope of Waiver. Each Party knowingly and voluntarily, on behalf of itself and its successors and assigns, irrevocably waives any right to require or pursue Mediation as a condition precedent to initiating arbitration or litigation with respect to the Dispute, except as otherwise provided in this Waiver.

2.2 Applicability. The Parties elect (select one): To waive mediation for all disputes arising under the Underlying Agreement To waive mediation only for the Dispute described in this Waiver

3. VOLUNTARY AND INFORMED CONSENT

3.1 Each Party represents and warrants that: (a) it has read and understands this Waiver in its entirety; (b) it has had the opportunity to seek the advice of independent legal counsel of its choice; and (c) it executes this Waiver voluntarily and without coercion.

3.2 Acknowledgment of Advice of Counsel. The Parties indicate their acknowledgment by checking the applicable statement(s) below:

Party A represents it has consulted with legal counsel regarding this Waiver.
Party B represents it has consulted with legal counsel regarding this Waiver.

4. EFFECT ON OTHER RIGHTS

4.1 This Waiver is limited to the right to require mediation as a condition precedent and does not constitute a release of claims, an admission of liability, or a waiver of any defenses, limitations, or affirmative claims the Parties may have under applicable law or the Underlying Agreement.

4.2 If any provision of this Waiver is held to be invalid or unenforceable with respect to a particular dispute, such invalidity shall not affect the enforceability of the remaining provisions or the application of such provision to other disputes.

5. NOTICES

All notices required or permitted under this Waiver shall be in writing and delivered to the addresses indicated below. Notices are effective upon receipt when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested.

6. AMENDMENT; WAIVER; COUNTERPARTS

6.1 This Waiver may be amended or modified only by a written instrument signed by both Parties. No waiver of any provision of this Waiver shall be effective unless in writing and signed by the Party against whom the waiver is asserted.

6.2 This Waiver 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 or electronic signatures shall be binding for all purposes.

7. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

7.1 Governing Law. This Waiver shall be governed by and construed in accordance with the laws of the State of without regard to choice‑of‑law principles.

7.2 Severability. If any provision of this Waiver is determined to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect.

7.3 Entire Agreement. This Waiver 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, relating to waiver of mediation for the Dispute described herein.

8. REPRESENTATIONS AND REMEDIES

8.1 Each Party acknowledges that the waiver contained in this Waiver is a material inducement to the other Party and that monetary damages may be inadequate to remedy any breach of this Waiver. Accordingly, each Party agrees that the other Party shall be entitled to seek injunctive and other equitable relief to enforce this Waiver, in addition to any other available remedy at law or equity.

9. MISCELLANEOUS

9.1 Binding Effect. This Waiver shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

9.2 Construction. The headings in this Waiver are for convenience only and shall not affect its interpretation. The Parties acknowledge that they have participated in the drafting of this Waiver and that ambiguities shall not be construed against either Party.

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