Arbitration Agreement - Template, Sample Form Online Pro · IN-law

ARBITRATION AGREEMENT

This Arbitration Agreement (this "Agreement") is made and executed on ________ ("Effective Date") at ________,

BY AND BETWEEN

________, a ________ incorporated/constituted under the laws of India, bearing registration/identification number ________ and Permanent Account Number ________, having its registered office at ________, ________, ________, ________, India (hereinafter referred to as the "First Party", which expression shall, unless repugnant to the meaning or context thereof, mean and include its successors-in-interest and permitted assigns).

AND

________, a ________ incorporated/constituted under the laws of India, bearing registration/identification number ________ and Permanent Account Number ________, having its registered office at ________, ________, ________, ________, India (hereinafter referred to as the "Second Party", which expression shall, unless repugnant to the meaning or context thereof, mean and include its successors-in-interest and permitted assigns).

The First Party and the Second Party are hereinafter referred to individually as a "Party" and collectively as the "Parties".

WHEREAS, the Parties have entered into an agreement titled ________ (the "Original Agreement") dated ________;

AND WHEREAS, this Agreement shall be construed as an integral part of, and read together with, the Original Agreement and shall be binding upon the Parties;

AND WHEREAS, the Parties desire that any and all disputes arising out of or in relation to the Original Agreement be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996 (as amended from time to time);

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties, by their execution of this Agreement, agree to be bound by the following terms and conditions:

§ 1. AGREEMENT TO ARBITRATE

(a) Any conflict, dispute, difference, or controversy arising out of or in relation to the Original Agreement, including without limitation any dispute concerning the formation, construction, validity, interpretation, performance, enforceability, breach, or termination thereof, shall be referred to and finally resolved by binding arbitration conducted in accordance with this Agreement and the Arbitration and Conciliation Act, 1996.

(b) This Agreement constitutes an "arbitration agreement" within the meaning of Section 7 of the Arbitration and Conciliation Act, 1996, and shall operate as a bar to the institution of any suit, action, or proceeding in respect of any dispute required to be referred to arbitration hereunder, save as permitted under the said Act.

(c) Upon referral of any conflict, dispute, or controversy to arbitration, the referring Party shall notify the other Party in writing within ________ (________) days, by serving a notice at the address provided under this Agreement.

(d) Nothing contained in this Agreement shall be deemed to confer upon the arbitrator(s) any power, right, or authority to change, amend, modify, add to, or alter any provision of the Original Agreement between the Parties.

(e) The arbitration provisions of this Agreement shall survive the termination, expiry, or completion of the Original Agreement titled ________ dated ________.

§ 2. ARBITRAL PROCEDURE

(a) Whenever a dispute arises between the Parties:

(i) the Party raising the dispute (the "Claimant") shall state the facts supporting its claim, the points at issue, and the relief or remedy sought, and the opposite Party (the "Respondent") shall state its defence in respect of such particulars, together with any counterclaim or set-off, in their respective statements of claim and defence, in accordance with Section 23 of the Arbitration and Conciliation Act, 1996;

(ii) the Parties may submit, along with their statements, all documents they consider relevant, or may refer to the documents or other evidence they intend to produce;

(iii) either Party may amend or supplement its claim or defence during the course of the arbitral proceedings, unless the arbitral tribunal considers it inappropriate to allow such amendment having regard to the delay in making it;

(iv) the arbitral tribunal shall, so far as practicable, hold oral hearings for the presentation of evidence or for oral argument on a day-to-day basis, shall not grant adjournments unless sufficient cause is shown, and may impose costs, including exemplary costs, upon any Party seeking an adjournment without sufficient cause;

(v) the Parties shall be given sufficient advance notice of any hearing and of any meeting of the arbitral tribunal for the purposes of inspection of documents, goods, or other property;

(vi) if, without showing sufficient cause, the Claimant fails to communicate its statement of claim, the arbitral tribunal shall terminate the proceedings;

(vii) if, without showing sufficient cause, the Respondent fails to communicate its statement of defence, or either Party fails to appear at an oral hearing or to produce documentary evidence, the arbitral tribunal may continue the proceedings and make the arbitral award on the evidence before it.

(b) The arbitral tribunal shall convene an initial conference to consider preliminary matters and to give detailed directions to the Parties concerning the conduct of the arbitration.

(c) The arbitral tribunal may convene additional conferences as it considers necessary, upon serving notice to the Parties.

(d) Wherever possible, conferences shall be conducted by video conferencing. The arbitral tribunal may, at its sole discretion, require the Parties and/or their counsel to attend in person, upon serving reasonable advance notice.

§ 3. GOVERNING LAW AND RULES

(a) This Agreement and the arbitral proceedings hereunder shall be governed by, and conducted in accordance with, the Arbitration and Conciliation Act, 1996, and the rules made thereunder, as amended from time to time.

(b) The arbitration shall be administered by ________, and the rules and regulations of ________ in force at the commencement of the arbitration shall apply, save to the extent inconsistent with this Agreement or with the mandatory provisions of the Arbitration and Conciliation Act, 1996.

(c) The substantive law governing the rights and obligations of the Parties shall be the laws of India.

§ 4. APPOINTMENT AND CONSTITUTION OF THE ARBITRAL TRIBUNAL

(a) The arbitral tribunal shall consist of ________ arbitrator(s), to be appointed mutually by the Parties in accordance with Section 11 of the Arbitration and Conciliation Act, 1996.

(b) Every arbitrator shall, prior to acceptance of appointment, make the disclosure required under Section 12 read with the Fifth and Seventh Schedules of the Arbitration and Conciliation Act, 1996, in respect of independence and impartiality, and shall not have any conflict of interest in relation to the dispute or the Parties.

(c) The arbitrator(s) shall possess the following qualifications:

________

(d) The decision and award of the arbitral tribunal shall be final and binding upon the Parties.

(e) The arbitral award shall be made in writing, shall be reasoned, and shall state the essential findings and conclusions upon which it is based, in accordance with Section 31 of the Arbitration and Conciliation Act, 1996.

(f) Unless the Parties agree otherwise, in the event of the death, resignation, withdrawal, or termination of the mandate of any arbitrator during the course of the proceedings, a substitute arbitrator shall be appointed in accordance with the rules applicable to the original appointment, as provided under Section 15 of the Arbitration and Conciliation Act, 1996.

§ 5. SEAT OF ARBITRATION

The seat of arbitration shall be ________, and the courts at the seat shall have exclusive supervisory jurisdiction over the arbitration. The venue of any hearing may be mutually determined by the Parties or, failing agreement, by the arbitral tribunal.

§ 6. LANGUAGE OF ARBITRATION

The language of the arbitration shall be ________.

§ 7. ARBITRAL AWARD AND ENFORCEMENT

(a) The Parties agree to abide by and comply with any award rendered by the arbitral tribunal.

(b) The award shall be enforceable as a decree of the court in accordance with Section 36 of the Arbitration and Conciliation Act, 1996, and any challenge to the award shall lie only on the grounds set out in Section 34 thereof.

§ 8. COSTS OF ARBITRATION

(a) The costs and expenses of the arbitration, including the fees and expenses of the arbitrator(s), the administrative charges of the arbitral institution, and any other costs incurred in connection with the arbitral proceedings, shall be borne by the Parties in such manner as the arbitral tribunal may determine in the arbitral award, in accordance with Section 31A of the Arbitration and Conciliation Act, 1996.

(b) Unless otherwise directed by the arbitral tribunal, each Party shall initially bear its own legal costs and expenses, including the fees and disbursements of its counsel, subject to any final allocation of costs ordered by the arbitral tribunal in the arbitral award.

§ 9. SERVICE AND COMMUNICATIONS

(a) The address for service of the First Party under this Agreement is as follows:

Address: ________, ________, ________, ________, India

Email: ________

(b) The address for service of the Second Party under this Agreement is as follows:

Address: ________, ________, ________, ________, India

Email: ________

(c) Any communication with the arbitral tribunal shall be copied contemporaneously to the other Party at the address for service nominated in this Agreement.

(d) Each Party shall notify the other in writing of any change in its address or communication details. If a Party fails to update such changes in writing, any notice or correspondence sent to the address stated above shall be deemed valid and binding, in accordance with Section 3 of the Arbitration and Conciliation Act, 1996.

(e) Communications by email and documents in electronic form are preferred, unless otherwise directed by the arbitral tribunal.

(f) Every written notice shall specify the claims asserted against the other Party, and notice of any claim sought to be arbitrated shall be served within the period of limitation prescribed under the Limitation Act, 1963, read with Section 43 of the Arbitration and Conciliation Act, 1996.

§ 10. CONFIDENTIALITY

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(b) Confidential Information shall not include any information that (i) is or becomes publicly available without breach of this Agreement; (ii) becomes lawfully available to the Receiving Party from a third party free of any confidentiality restriction; or (iii) was in the lawful possession of the Receiving Party prior to disclosure and was not acquired, directly or indirectly, from the Disclosing Party, as evidenced by written records.

(c) The Receiving Party may disclose Confidential Information where legally compelled to do so by any applicable law, regulation, or order of a court or competent authority, provided that it gives the Disclosing Party prompt prior notice of such requirement and, where possible, a reasonable opportunity to contest it, and limits the scope of disclosure to the extent legally required.

(d) The Receiving Party covenants (i) to maintain confidentiality of the Confidential Information; (ii) to use the same solely for the purposes envisaged under this Agreement; and (iii) to inform the Disclosing Party of any incident of breach of its confidentiality obligations within twenty-four (24) hours of becoming aware of such incident.

§ 11. FORCE MAJEURE

(a) "Force Majeure" means an event beyond the reasonable control of a Party which prevents such Party from performing its obligations under this Agreement, including without limitation:

(i) acts of God (such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves, and floods);

(ii) war, hostilities, invasion, acts of foreign enemies, requisition, or embargo;

(iii) rebellion, revolution, insurrection, military power, or civil war;

(iv) riots, civil commotions, or strikes;

(v) acts or threats of terrorism, epidemics, and pandemics.

(b) Neither Party shall be liable for any failure to perform its obligations under this Agreement to the extent such failure is caused by a Force Majeure event, and in such case the affected Party's obligations shall be suspended for so long as the Force Majeure event prevails.

(c) Upon the occurrence of a Force Majeure event, the affected Party shall promptly notify the other Party and shall continue to use commercially reasonable efforts to perform its obligations to the extent possible.

(d) The Parties shall consult with each other following the occurrence of a Force Majeure event with a view to mitigating losses and ensuring the continued operation of this Agreement.

§ 12. SEVERABILITY

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§ 13. NO WAIVER

The failure or delay of any Party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or affect the validity of this Agreement or the right of either Party to enforce each and every provision in accordance with its terms.

§ 14. HEADINGS

The headings in this Agreement are included for convenience of reference only and shall not define, limit, or affect the construction or interpretation of any provision hereof.

§ 15. INTERPRETATION

The Parties acknowledge that each has reviewed and negotiated the terms of this Agreement and has had the opportunity to contribute to its revision. Accordingly, the rule of construction that ambiguities are resolved against the drafting Party shall not apply, and this Agreement shall be construed fairly as to both Parties.

§ 16. SURVIVAL

Notwithstanding any other provision of this Agreement, upon the termination, expiry, or completion of this Agreement, any provisions which by their nature would be expected to survive, including without limitation those relating to confidentiality, costs, and the arbitral procedure, shall remain in full force and effect.

§ 17. STAMP DUTY

This Agreement shall be stamped in accordance with the applicable provisions of the Indian Stamp Act, 1899, and/or the relevant State Stamp Act applicable at the place of execution, and the stamp duty payable thereon shall be borne by ________.

§ 18. COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

§ 19. ENTIRE AGREEMENT

The Parties represent and agree that they have read and understood the terms of this Agreement and have entered into it freely, without duress or coercion. This Agreement, read together with the Original Agreement, constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings relating thereto.

§ 20. MISCELLANEOUS

Save as expressly modified herein, the terms of the Original Agreement titled ________ dated ________ shall remain unchanged and continue in full force and effect.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on ________.

SIGNED ON BEHALF OF THE FIRST PARTY:

_________________________

Signature

________

Name of authorised signatory: ________ (________)

Date: ________

Witness Name: ________

Witness Address: ________

SIGNED ON BEHALF OF THE SECOND PARTY:

_________________________

Signature

________

Name of authorised signatory: ________ (________)

Date: ________

Witness Name: ________

Witness Address: ________

The undersigned, being a duly appointed Notary Public located at ________, certifies that on this date the above-named persons appeared before me, were properly identified to me, and did sign the foregoing instrument.

IN TESTIMONY WHEREOF, I subscribe my name and affix my notarial seal on this ________ day of ________, 20________.

_______________________

Signature

Notary Public

Registration No.: ________

Address: ________