Model ADR Provisions

Set forth below are model provisions for mediation and arbitration which may be used by parties as a guideline to providing for the submission of their dispute to CAMS. These clauses are intended to be illustrative only and not to constitute legal advice. Each party should consult such party’s own legal counsel in the drafting of contractual mediation or arbitration provisions.

MODEL ADR PROVISION – MEDIATION IN ADVANCE OF ARBITRATION

Resolution of Controversies

(a) lntent. It is the intention of the parties to bring all disputes between or among any of them to an early, efficient and final resolution. Therefore, it is hereby agreed that all disputes, claims and/or controversies arising out of this Agreement, including without limitation contract claims, quasi-contract claims, equitable claims, tort claims, statutory claims or any other kind of controversy, claim or dispute between or among the parties (hereinafter, “Disputes”), shall be resolved by submitting the same to mediation and, if necessary, to arbitration, as hereinafter provided. Nothing herein, however, shall preclude any party from applying to a court of competent jurisdiction for preliminary injunctive relief or a temporary restraining order or such other provisional remedy or relief as such party may deem appropriate under the circumstances.

(b) Mediation. Except in the case of an application for a provisional remedy as set forth above, the parties hereto shall first submit all Disputes to mediation in the following manner:

(i) Mediation shall be initiated by any party hereto by written request to the other part(y)(ies) for selection of a mediator, which request (the “Mediation Request”) shall identify the matters intended to be mediated. The party requesting mediation shall promptly submit a request to Comprehensive Arbitration & Mediation Services, Inc. (CAMS) for a list of available mediators. Upon receipt of such list from CAMS, a mediator shall be selected by the parties from the list provided. If the parties cannot agree upon a mediator provided by CAMS, they may then select a mediator from a roster provided by any other alternative dispute resolution service of their choice.

(ii) The mediation shall take place in a locale to be agreed upon by the parties. In the event the parties are unable to agree upon a locale, the mediation shall take place in a county where one of the parties resides, which county shall be designated by the mediator selected.

 (iii) The costs and expenses of the mediation, including the mediator’s fees, shall be shared by the parties to the mediation.

 (c) Arbitration. In the event that the parties cannot resolve the Dispute through mediation within sixty (60) days of the date of the Mediation Request, then the Dispute shall be resolved by arbitration in the following manner:

(i) The arbitration shall be submitted to CAMS with a request for a roster of neutrals to hear and decide the dispute. The rules under which the arbitration shall be conducted shall be those specified by the parties to the arbitration; provided, however, that in the event the parties cannot unanimously agree upon the rules to be applied, then, as a default, the arbitration will be conducted under the applicable published rules of the American Arbitration Association then in effect.

(iii) The arbitration shall be conducted in a locale to be agreed upon by the parties. In the event the parties are unable to unanimously agree upon a locale, the arbitration shall take place in a county where one of the parties resides, which county shall be designated by the arbitrator or arbitration panel selected.

(iv) Unless agreed otherwise by the parties, the arbitration shall be conducted by a single arbitrator selected by the parties from a roster of neutrals provided by CAMS. If the parties cannot agree upon an arbitrator or panel of arbitrators from the roster provided by CAMS, the parties shall thereafter select an arbitrator from a roster to be provided by any other alternative dispute resolution (ADR) service of their choice; provided, however, that if the parties cannot agree upon another ADR service, then and in such event, the Dispute shall be submitted to an arbitrator (or panel of arbitrators should the parties desire more than one arbitrator) to be designated by CAMS.

(v) The determination of the arbitrator(s) shall be binding upon all parties in accordance with the procedures of the rules established for the arbitration.