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Mediation Arbitration Agreement

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MEDIATION ARBITRATION AGREEMENT

This Mediation Arbitration Agreement (Agreement) is made and entered into as of Day: Month: Year: , by and between Party A Name: (Entity Type: ) with principal place of business at ; and Party B Name: (Entity Type: ) with principal place of business at . Party A and Party B are collectively referred to herein as the Parties.

RECITALS

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

WHEREAS, the Parties desire to resolve the dispute by first submitting the dispute to mediation and, if the dispute is not resolved in mediation within the time provided in this Agreement, then by final and binding arbitration in accordance with the terms set forth below; and

WHEREAS, the Parties intend that this Agreement provide a streamlined, enforceable process for resolution of claims, including the allocation of fees and the confidentiality of proceedings.

NOW, THEREFORE

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

1. DEFINITIONS

For the purposes of this Agreement, the following terms have the meanings set forth below: "Mediation" means the non-binding process described in Section 2. "Arbitration" means the binding process described in Section 3. "Award" means any written decision rendered by the Arbitrator.

2. MEDIATION

2.1 Commencement. Either Party may initiate mediation by delivering written notice to the other Party at the notice address set forth in Section 11. Mediation shall commence no later than days after such notice unless the Parties agree otherwise in writing.

2.2 Mediator Selection. The Parties shall attempt to agree upon a single mediator within days of initiation. If the Parties are unable to agree, each Party shall propose one mediator and the two proposed mediators shall select a mediator by majority. The Parties may instead designate the mediator by name here:

2.3 Mediation Procedure. Mediation shall be conducted in private, with the mediator determining the procedure consistent with the objective of reaching voluntary settlement. Statements made and documents produced solely for the purpose of mediation shall be confidential and inadmissible in any subsequent arbitration or court proceeding, except as provided in Section 6.

3. ARBITRATION

3.1 Agreement to Arbitrate. If mediation does not result in settlement within days of the mediator's appointment, then either Party may submit the dispute to binding arbitration as the exclusive remedy for resolution of all claims arising out of or relating to the dispute, except for requests for interim injunctive relief as set forth in Section 7.

3.2 Number of Arbitrators. The arbitration shall be conducted by arbitrator(s) selected pursuant to Section 4.

3.3 Procedural Rules. The arbitration shall be conducted under the procedural rules agreed by the Parties: . To the extent not specified by those rules, the Arbitrator shall have authority to allocate procedures to ensure a fair and efficient process.

4. SELECTION OF ARBITRATOR

4.1 Appointment Method. Within days after demand for arbitration, the Parties shall agree upon an arbitrator. If the Parties cannot agree, each Party shall nominate one candidate and the two nominees shall jointly appoint the arbitrator. If they cannot agree on an appointment within days, the Parties agree that the appointment shall be made by the organization specified in Section 3.3 or, if none, by a retired judge mutually acceptable to the Parties.

5. PROCEDURE, DISCOVERY, AND HEARING

5.1 Limited Discovery. The Parties agree that discovery in arbitration shall be limited to document production reasonably calculated to lead to admissible evidence, up to and up to interrogatories per Party, unless the Arbitrator orders additional discovery for good cause shown.

5.2 Hearings. The Arbitrator shall set a hearing schedule and may permit telephonic or video testimony where appropriate. The Arbitrator shall apply rules of evidence as the Arbitrator deems appropriate for a fair and efficient proceeding.

6. CONFIDENTIALITY

Except as required by law or to confirm or enforce an award, the Parties, the mediator, the Arbitrator, and their representatives shall keep confidential all materials, statements, offers, and positions exchanged or made in connection with the mediation or arbitration, including the existence of the proceedings, the content of any settlement discussions, and the Award. Notwithstanding the foregoing, a Party may disclose information (a) as reasonably necessary to enforce or challenge an Award, (b) to obtain interim injunctive relief, or (c) as required by applicable law, provided the disclosing Party uses reasonable efforts to limit disclosure and to seek confidential treatment.

7. INTERIM RELIEF

Nothing in this Agreement shall prevent a Party from seeking temporary or preliminary injunctive relief from a court of competent jurisdiction where such relief is necessary to preserve the status quo, to prevent irreparable harm, or to protect property rights pending the appointment of an Arbitrator. Any request for emergency relief shall be lodged with the Arbitrator at the earliest practicable time and the Parties shall cooperate to provide notice.

8. FEES AND COSTS

The fees and expenses of the mediator and Arbitrator shall be borne as follows (select allocation): Unless the Arbitrator determines otherwise, each Party shall bear its own attorneys' fees, costs, and expenses, except where statute or contract authorizes fee-shifting and the Arbitrator awards fees accordingly.

9. AWARD; FINALITY; ENFORCEMENT

The Arbitrator shall issue a written Award setting forth the factual and legal basis for the disposition of all claims. The Award shall be final, binding, and enforceable in any court of competent jurisdiction. The Arbitrator may award costs, interest, and reasonable attorneys' fees to the prevailing Party if permitted by applicable law or contract.

10. LOCATION AND LANGUAGE

The seat of arbitration shall be: . The language of the proceedings shall be: .

11. NOTICES

Notices shall be in writing and shall be effective upon receipt when delivered by hand, electronic transmission (with confirmation), or certified mail to the addresses provided above or to such other address as a Party may designate by written notice in accordance with this Section.

12. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. To the extent that judicial intervention is necessary to enforce or vacate an Award, the Parties consent to the jurisdiction of the courts located in that State.

13. 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 agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect, and the invalid or unenforceable provision shall be construed in a manner consistent with the Parties' intent.

14. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Parties. No failure or delay by any Party in exercising any right under this Agreement shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

15. ADDITIONAL PROVISIONS

The Parties represent and warrant that each person signing this Agreement has the authority to bind the Party on whose behalf such person signs. The obligations of this Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.

Party A Printed Name:

By:

Date:

Party B Printed Name:

By:

Date:

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What a Mediation Arbitration Agreement Is and When It Applies

A Mediation Arbitration Agreement is a contractual clause or stand‑alone contract that sets a two‑step dispute resolution process: first mediation to seek negotiated settlement, then binding arbitration if mediation fails. It specifies procedures, selection of mediator/arbitrator, governing law, venue, discovery limits, confidentiality, allocation of fees, and enforcement of awards. In the United States these provisions are generally enforced under contract law and the Federal Arbitration Act when arbitration is invoked; parties may tailor scope and process but must avoid statutory exceptions for certain consumer, family, or probate matters.

Why Including a Mediation Arbitration Agreement Matters

Including a clear mediation‑first, arbitration‑second clause reduces litigation risk, shortens dispute timelines, preserves confidentiality, and creates a predictable framework for resolving disagreements while preserving enforceability under the Federal Arbitration Act and applicable state contract law.

Why Including a Mediation Arbitration Agreement Matters

Who Typically Uses a Mediation Arbitration Agreement

Many organizations and individuals add mediation‑first arbitration clauses to commercial contracts, employment agreements, service contracts, and professional engagement letters.

  • Commercial parties negotiating recurring services, supply, or distribution contracts seeking faster dispute resolution and lower litigation exposure.
  • Employers and HR departments adding alternative dispute resolution to employment agreements to limit courtroom exposure and streamline claims handling.
  • Professional services firms and clients using ADR clauses to protect confidential business information while ensuring finality of disputes.

Use is common across businesses of all sizes; drafting should consider enforceability limits for consumer and family law matters.

Primary Signers and Stakeholders

General Counsel

In-house or outside counsel reviews clauses for enforceability, selects governing law and arbitration rules, and negotiates fee allocation and discovery scope to align with organizational risk tolerance.

Contracting Officer

Business owners or contracting managers execute and manage the agreement, coordinate mediator/arbitrator appointments, and ensure company signatories have authority to bind the organization.

Core Elements to Include in a Professional Agreement

A well‑drafted Mediation Arbitration Agreement is concise but comprehensive; include sections that define scope, process, timing, costs, and enforceability to reduce later disputes over procedure.

Scope

Define covered disputes, claims excluded, and any monetary or non‑monetary limitations to avoid ambiguity.

Mediation Process

Specify mediator selection method, timing for mediation, venue, and whether mediation is confidential and non‑binding.

Arbitration Rules

Identify the arbitration provider or rules (e.g., AAA, JAMS, or ad hoc) and whether procedures are expedited.

Governing Law

State the law that will interpret the agreement and the seat or location for arbitration proceedings.

Fees & Costs

Allocate payment of mediator/arbitrator fees, administrative costs, and permit recovery of attorneys’ fees if intended.

Awards & Enforcement

Confirm that arbitration awards are final and binding and include provisions for entry of judgment under applicable law.

Essential Information to Capture in the Agreement

Party Names: Legal entity names
Addresses: Street, city, state, ZIP
Effective Date: MM/DD/YYYY
Dispute Scope: Covered claims
Arbitration Rules: Provider or ad hoc
Signatures: Printed name and date

Stepwise Process to Prepare and Execute the Agreement

Follow these practical steps to create, review, and finalize a Mediation Arbitration Agreement so it is enforceable and tailored to your needs.

  • 01
    Draft Terms: Define scope, mediator/arbitrator, and timelines.
  • 02
    Legal Review: Confirm enforceability and exception exposure.
  • 03
    Negotiate: Resolve fee allocation and discovery limits.
  • 04
    Execute: Have authorized signers sign and date.

How to Configure a Digital Workflow for This Agreement

Set up an online workflow for consistent distribution, signing, and recordkeeping to reduce manual errors and speed execution.

Field Configuration
Platform ESign provider | template and audit trail
Authentication Email link | SMS code or KBA
Template Fields Pre‑placed signature, date, and party name fields
Retention Export signed PDF and retain per policy

Routing and Submission Flow for Signed Agreements

A typical submission flow ensures each party receives copies and the organization retains an audit record for enforcement and compliance.

  • Initiate: Sender uploads and assigns signers.
  • Sign: Parties authenticate and sign electronically.
  • Mediation: Attempt settlement per agreed timeline.
  • Arbitration: Invoke arbitration if mediation fails.

Technical and Security Considerations for eSubmission

Choose a platform that supports reliable audit trails, identity authentication, and secure document storage.

  • Authentication: Email, SMS code, or KBA
  • Encryption: TLS in transit, AES‑256 at rest
  • Integrations: CRM and document storage

Keep signed copies, audit logs, and any RON or notarization records to support enforcement and compliance.

Consequences and Risks of a Defective Clause

Unenforceable Clause: Court may refuse arbitration
Increased Costs: Litigation and delay expenses
Waiver Risk: Prior conduct can waive arbitration rights
Consumer Exceptions: Certain consumer protections may void clause
Confidentiality Gaps: Poor drafting can allow disclosure
Award Challenges: Improper procedure can lead to vacated awards

Common Drafting Errors to Avoid

  • Using vague dispute scope language that creates ambiguity and litigation
  • Failing to designate arbitration rules or provider, which causes procedural fights
  • Omitting fee allocation details leading to unexpected cost disputes
  • Not confirming signatory authority for organizational parties

Practical Tips for Clear, Enforceable Clauses

Adopt these drafting and execution practices to reduce enforceability risk and speed resolution.

Be Specific
Define covered claims, procedures, and timelines to avoid interpretive disputes.
Designate Rules
Name the arbitration provider or clearly state ad hoc procedures.
Address Costs
Include fee allocation and potential fee shifting for meritless claims.
Confirm Authority
Obtain signatory title and, for organizations, required internal approvals.

eSignature Vendor Comparison for Executing Mediation Arbitration Agreements

Select an eSignature provider that supports enforceable signatures, audit trails, and secure storage; the table compares common features and starting prices.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7‑day free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Real‑World Examples of Mediation Arbitration Agreements

These short vignettes show how organizations use mediation followed by arbitration to resolve disputes efficiently.

Commercial Vendor Contract

A software vendor added mediation then arbitration to reduce litigation risk.

  • Parties agreed to AAA rules.
  • The clause led to a negotiated settlement in mediation, avoiding costly arbitration and preserving the client relationship.

Construction Subcontract

A contractor included staged ADR with compressed timelines.

  • Disputes required expert panel appointment.
  • The expedited process resolved schedule and payment disputes in under 90 days, maintaining project continuity.

Frequently Asked Questions About Mediation Arbitration Agreements

Answers to common legal and practical questions when drafting, signing, or enforcing mediation‑first arbitration clauses.


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