ARBITRATION AGREEMENT
State of ________
This Arbitration Agreement (this “Agreement”) is entered into and made effective as of ________ (the “Effective Date”), by and between the following parties: ________ (“Party A”), having a primary address at the following:
________
Email: ________
and ________ (“Party B”), having a primary address at the following:
________
Email: ________
Party A and Party B may be referred to individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, the Parties have entered into, or intend to enter into, a legal relationship with one another, as more fully described below;
WHEREAS, the Parties desire to resolve any and all disputes between them arising out of or relating to such relationship outside of the court system and through binding arbitration in accordance with the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., and applicable state law;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
§ 1. LEGAL RELATIONSHIP
1.1 The Parties are entering into, or have entered into, a legal relationship, the nature of which is as follows:
________
1.2 A contract evidencing this legal relationship is attached hereto and incorporated herein by reference. Such contract is entitled: ________ (the “Underlying Agreement”).
§ 2. AGREEMENT TO ARBITRATE
2.1 Any controversy, claim, or dispute arising out of or relating to the legal relationship of the Parties described above, the Underlying Agreement, or this Agreement, including the breach, termination, interpretation, validity, enforceability, or scope thereof (each, a “Dispute”), shall be resolved exclusively in accordance with this Agreement.
2.2 Prior to commencing arbitration, the Parties shall first attempt in good faith to resolve any Dispute through direct, informal negotiation. If such efforts do not resolve the Dispute within ________ days after written notice of the Dispute is given by one Party to the other, the Dispute shall be submitted to and finally resolved by binding arbitration.
2.3 This Agreement evidences a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., to the fullest extent permitted by law.
§ 3. ADMINISTRATION AND PROCEDURE
3.1 The arbitration shall be administered by the American Arbitration Association (“AAA”) in accordance with its then-current applicable rules, except as modified by this Agreement.
3.2 The seat and location of the arbitration shall be in the following county: ________, in the State of ________.
3.3 Except as otherwise provided in § 5, each Party shall bear its own costs and fees of the arbitration and shall share equally the fees and expenses of the arbitrator and the administering body; provided, however, that if the Parties’ relationship arises through employment, the employer shall bear all costs and fees of the arbitration that the employee would not be required to bear in a court proceeding, as required by applicable law.
3.4 THE PARTIES KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY AND TO PROCEED IN COURT WITH RESPECT TO ANY DISPUTE SUBJECT TO ARBITRATION UNDER THIS AGREEMENT.
3.5 The arbitration shall be conducted and completed no later than ________ days from the date the arbitrator is appointed, unless extended by agreement of the Parties or by order of the arbitrator for good cause shown.
3.6 The arbitration proceedings and all related submissions, evidence, and the award shall be kept confidential by the Parties, except to the extent disclosure is required by law or to enforce the award.
§ 4. THE ARBITRATOR
4.1 The arbitration shall be conducted by a single arbitrator. The arbitrator shall have no authority to add or join parties, to vary or modify the terms of the legal relationship or the Underlying Agreement, to award punitive or exemplary damages (except where mandated by applicable law), or to certify or adjudicate any class, collective, or representative claim.
4.2 If the Parties cannot agree upon the selection of an arbitrator within ________ days after the commencement of an arbitration proceeding, the arbitrator shall be appointed by the AAA in accordance with its rules.
4.3 The arbitrator shall be bound by and shall apply applicable Federal law and the substantive law of the State of ________, without regard to its conflict-of-laws principles.
§ 5. COSTS AND ATTORNEYS’ FEES
In the event of any arbitration arising out of or relating to the legal relationship of the Parties or this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party its reasonable costs and attorneys’ fees incurred in connection with the arbitration, in addition to any other relief to which it may be entitled, unless otherwise determined by the arbitrator or required by applicable law.
§ 6. BINDING AND FINAL AWARD
The decision and award of the arbitrator shall be final and binding upon the Parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The Parties agree that the award shall be conclusive and waive any right to appeal or otherwise challenge the award, except as may be permitted under the Federal Arbitration Act or other applicable law.
§ 7. SEVERABILITY
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§ 8. SURVIVAL
This Agreement shall survive the termination, expiration, or invalidity of the Underlying Agreement and the legal relationship of the Parties.
§ 9. ENTIRE AGREEMENT; AMENDMENT
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§ 10. GOVERNING LAW AND VENUE
This Agreement shall be governed by and construed in accordance with the Federal Arbitration Act and, to the extent not preempted, the laws of the State of ________. Subject to the arbitration provisions herein, any action to compel arbitration or enforce an award shall be brought exclusively in the courts located in ________, in the State of ________.
§ 11. ACKNOWLEDGMENT
EACH PARTY ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT, HAS HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL OF ITS CHOICE, AND ENTERS INTO THIS AGREEMENT KNOWINGLY AND VOLUNTARILY.
EXECUTION
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Name: ________
Signature: _________________________
Date: _____________________________
Name: ________
Signature: _________________________
Date: _____________________________