Model Agreement for pre-existing or future contracts
AGREEMENT dated ____________________ between X Corporation and Y Corporation. X Corporation and Y Corporation have entered into business agreements in the past and may well enter into further agreements hereafter. These agreements have taken the form of purchase orders, sales orders, negotiated contracts, or ___________________ ("Business Agreements"). Such agreements may lead to disputes that are not resolved by the regularly responsible persons in the normal course of business. Both companies agree to resolve any future dispute arising out of or relating to any past or future agreement between them (the "Dispute") in accordance with the procedures specified below.
Negotiation
The parties will attempt in good faith to resolve through negotiation any dispute, claim or controversy (hereafter "Dispute") arising out of or relating to this Contract. Either party may initiate negotiations by providing written notice in letter form to the other party, setting forth the subject of the dispute and the relief requested. The recipient of such notice shall respond within five days with a written statement of its position on, and recommended solution to, the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority (or the Presidents of each company) will meet at a mutually agreeable time and place within ten days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute.
Mediation
In the event that the Dispute is not resolved by these negotiations, it shall be submitted to ADR CENTER S.p.A. for an attempt at amicable settlement in accordance with ADR Center S.p.A. International Mediation Rules (the MEDAL Rules).
Arbitration
In the event that the dispute is not resolved within _____ days after ADR Center is first notified of a request to mediate, the Dispute shall be resolved by one or more arbitrators, appointed by ADR CENTER, in accordance with the United Nations Commission on International Trade Law (UNCITRAL) International Arbitration Rules in force at the time of the arbitration. The number of arbitrators shall be one/three. The governing law of the contract shall be the substantive law of ....The language to be used in the arbitral proceedings shall be....The place of arbitration shall be.... The mediation and arbitration shall be administered by ADR Center.
Statute of limitations
The statute of limitations of the State of __________________ applicable to the commencement of a lawsuit shall apply to the commencement of an arbitration hereunder, except that no defenses shall be available based upon the passage of time during any negotiation or mediation called for by the preceding sections of this Agreement.
Provisional Judicial Relief (Optional)
A party may file a complaint at any time before an arbitrator(s) (has) (have) been selected to seek a preliminary injunction or other provisional judicial relief, if in its sole judgment such action is necessary. Despite such action the parties will continue to participate in the procedures specified in this Agreement.
Termination of Business Agreement
This Agreement shall not be deemed a waiver of any right of termination under the Business Agreement out of which the Dispute arose. Unless either party has such a right and has exercised the same, each party shall continue to perform its obligations under such agreement pending resolution of the Dispute.
Governing Law
The law governing the Business Agreement shall govern this Agreement.
Governing Agreement
In the event of a conflict between the provisions of this Agreement and the dispute resolution provisions specified in any Business Agreement entered into before [or after] this Agreement, the provisions of this Agreement shall govern.
Termination of Agreement
This Agreement may be terminated by either party on written notice to the other party as to Business Agreements entered into after such notice is given. Such termination shall not affect any Dispute under any Business Agreement between the parties entered into at any time before such notice was given.
Note: This form as drafted covers all disputes between the parties. The form may be modified to limit the negotiation, mediation or arbitration coverage to specified types of disputes, or to carve out certain types of disputes. The form also may be modified to cover only disputes arising out of future agreements between the parties.