Multi-Step

1.      With Administered Arbitration

Negotiation Between Executives (A) The parties shall attempt to resolve any dispute arising out of or relating to this [Agreement][Contract] promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this contract. To initiate a negotiation, a party shall give the other party written notice of any dispute not resolved in the normal course of business. Within [30] days after delivery of the notice, the executives of both parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the dispute. All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence.

Mediation (B) If the dispute has not been resolved by negotiation as provided herein within [45] days after delivery of the initial notice of negotiation, [or if the parties failed to meet within [20] days,] the parties shall endeavor to settle the dispute by mediation under the International Institute for Conflict Prevention & Resolution (“CPR”) International Mediation Procedure [currently in effect OR in effect on the date of this Agreement] [as modified by the CPR Streamlined Mediator Selection Procedure], [provided, however, that if one party fails to participate in the negotiation as provided herein, the other party can initiate mediation prior to the expiration of the [45] days.] [Unless otherwise agreed, the parties will select a mediator from the CPR Panels of Distinguished Neutrals.]

Arbitration (C) Any dispute arising out of or relating to this Agreement [Contract], including the breach, termination or validity thereof, which has not been resolved by mediation as provided herein [within [45] days after initiation of the mediation procedure] [within [30] days after appointment of a mediator], shall be finally resolved by arbitration in accordance with the International Institute for Conflict Prevention and Resolution (“CPR”) Rules for Administered Arbitration of International Disputes [currently in effect OR in effect on the date of this Agreement], by [a sole arbitrator] [three arbitrators, of whom each party shall designate one, with the third arbitrator to be appointed by CPR] [three arbitrators, of whom each party shall designate one, with the third arbitrator to be designated by the two party-appointed arbitrators] [three arbitrators to be appointed in accordance with the screened appointment procedure provided in Rule 5.4] [three arbitrators, none of whom shall be designated by either party]; [provided, however, that if one party fails to participate in either the negotiation or mediation as agreed herein, the other party can commence arbitration prior to the expiration of the time periods set forth above.] Judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof. The seat of the arbitration shall be [city, country]. The language of the arbitration shall be [language].

2.      With Non-Administered Arbitration

Any dispute arising out of or relating to this Agreement, including the breach, termination, validity, interpretation and performance thereof (“Dispute”) shall be resolved in accordance with the procedures specified in this Article [XX], which shall be the sole and exclusive procedures for the resolution of any such dispute.

(A) Negotiation

The parties shall attempt to resolve any dispute arising out of or relating to this Agreement [Or: Contract] promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this contract. To initiate a negotiation, a party shall give the other party written notice of any dispute not resolved in the normal course of business. Within [30] days after delivery of the notice, the executives of both parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the dispute. All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence.

(B) Mediation

If the Dispute has not been resolved by negotiation in accordance with paragraph (A) within 50 days after delivery of the Notice, [or if the parties failed to confer within 40 days after delivery of the Notice], [or if the party receiving the Notice failed to submit to the other a written response within 20 days after delivery of the Notice], [or at any time if one party expressly refuses to participate in the negotiation in accordance with paragraph (A), then the parties shall endeavor to settle the Dispute by mediation under the CPR International Mediation Procedure then currently in effect [Or: in effect on the date of this Agreement] [as modified by the CPR Streamlined Mediator Selection Procedure]. [Unless otherwise agreed, the parties will select a mediator from the CPR Panels of Distinguished Neutrals {and, if they require it, shall notify CPR to initiate a selection process]}.

If the Dispute has not been resolved by mediation within 35 days after appointment of the mediator, or at any time if one party expressly refuses to participate in the negotiation or mediation in accordance with paragraphs (A) and (B), then either party may submit the Dispute to arbitration as the exclusive means of resolving it in accordance with paragraph (C). All communications during the negotiation and mediation pursuant to paragraphs (A) and (B) are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and any additional confidentiality and professional secrecy protections provided by applicable law.

 

 

(C) Arbitration

Any Dispute not resolved through negotiation or mediation in accordance with paragraphs (A) and (B) shall be finally resolved by arbitration in accordance with the CPR Rules for Non-Administered Arbitration of International Disputes then in effect [Or: in effect on the date of this Agreement by three arbitrators, one appointed by each of the parties, and the third arbitrator who shall act as chair of the Tribunal [Or: a sole arbitrator] [Or: three arbitrators not appointed by the parties. The arbitration shall be held in [city, country]. The arbitration proceedings shall be conducted in the [specify] language. Notwithstanding any other provision in this Agreement, the law governing this arbitration agreement and the arbitration proceedings shall be the arbitration law of the place of arbitration. Judgment upon the award may be entered by any court having jurisdiction thereof.

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Comment:

As is the case with any dispute resolution clause, this multi-step clause could include additional paragraphs, covering questions such as provisional remedies, interim relief, tolling of statute of limitations, issues of continued performance, and right of termination.

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