COMMERCIAL ARBITRATION AGREEMENT

Effective Date: [DATE]

PARTIES:

Party A: [COMPANY NAME], a [STATE] [corporation/LLC/partnership], with principal place of business at [ADDRESS] ("Party A")

Party B: [COMPANY NAME], a [STATE] [corporation/LLC/partnership], with principal place of business at [ADDRESS] ("Party B")

(Each a "Party" and collectively, the "Parties")

RECITALS

A. The Parties have entered into or contemplate entering into a business relationship governed by [UNDERLYING AGREEMENT NAME AND DATE] (the "Underlying Agreement").

B. The Parties desire to establish a binding mechanism for resolving any disputes that may arise from or relate to the Underlying Agreement or their business relationship through arbitration rather than litigation.

C. The Parties acknowledge that arbitration provides a confidential, efficient, and cost-effective method of dispute resolution that preserves commercial relationships.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1: AGREEMENT TO ARBITRATE

1.1 Scope of Arbitration Agreement

Any dispute, controversy, or claim arising out of or relating to the Underlying Agreement, this Arbitration Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in accordance with the terms set forth herein.

1.2 Binding Nature

This arbitration agreement is binding on the Parties and their respective successors, assigns, heirs, executors, administrators, and legal representatives. By signing this Agreement, each Party knowingly and voluntarily waives its right to a jury trial and to pursue claims in court, except as expressly provided herein.

1.3 Governing Arbitration Law

This Agreement is made pursuant to and shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16 (the "FAA"), and, to the extent state law applies, the arbitration law of [STATE].

ARTICLE 2: ARBITRATION ADMINISTRATION AND RULES

2.1 Administering Organization

The arbitration shall be administered by:

☐ American Arbitration Association ("AAA") under its Commercial Arbitration Rules and Mediation Procedures in effect at the time of filing
☐ JAMS under its Comprehensive Arbitration Rules and Procedures in effect at the time of filing
☐ Other: [SPECIFY ORGANIZATION AND RULES]

2.2 Applicable Rules

(a) For claims in which the amount in controversy is less than $100,000, the Expedited Procedures of the applicable rules shall apply unless the Parties agree otherwise.

(b) For claims in which the amount in controversy is $1,000,000 or more, the Procedures for Large, Complex Commercial Disputes (AAA) or equivalent procedures shall apply.

(c) The arbitrator(s) shall have the authority to resolve any dispute regarding the applicability of particular rules or procedures.

2.3 Rule Conflicts

In the event of any conflict between the rules of the administering organization and this Agreement, this Agreement shall control unless such provision is unenforceable under applicable law.

ARTICLE 3: ARBITRATOR SELECTION

3.1 Number of Arbitrators

☐ Single Arbitrator: For disputes where the amount in controversy is less than $[AMOUNT], or where the Parties agree, a single neutral arbitrator shall preside.

☐ Three-Arbitrator Panel: For disputes where the amount in controversy equals or exceeds $[AMOUNT], a panel of three (3) arbitrators shall preside, selected as follows:
- Each Party shall select one arbitrator within [NUMBER] days of the demand for arbitration
- The two Party-appointed arbitrators shall select a third arbitrator who shall serve as Chair
- If the Party-appointed arbitrators cannot agree on a Chair within [NUMBER] days, the administering organization shall appoint the Chair

3.2 Arbitrator Qualifications

The arbitrator(s) shall:
(a) Be neutral and independent of the Parties
(b) Have no financial or personal interest in the outcome
(c) Have at least [NUMBER] years of experience in [INDUSTRY/LEGAL SPECIALTY]
(d) Be licensed to practice law in the United States (if applicable)
(e) Disclose any circumstances likely to give rise to justifiable doubt as to impartiality or independence

3.3 Arbitrator Disclosure

Prior to appointment, each prospective arbitrator shall disclose in writing:
(a) Any past or present relationship with the Parties, their counsel, or witnesses
(b) Any financial interest in the subject matter of the dispute
(c) Any other circumstances that may affect impartiality

ARTICLE 4: ARBITRATION PROCEDURES

4.1 Location of Arbitration

The arbitration shall be held in [CITY, STATE], unless the Parties agree otherwise in writing. Virtual/remote hearings may be conducted at the discretion of the arbitrator(s) or by agreement of the Parties, consistent with AAA Rule R-22 or equivalent JAMS procedures.

4.2 Language

The arbitration shall be conducted in English. All documents submitted in a foreign language shall be accompanied by a certified English translation.

4.3 Preliminary Conference

Within [NUMBER] days of arbitrator appointment, the arbitrator(s) shall conduct a preliminary conference with the Parties to:
(a) Establish a schedule for discovery and hearings
(b) Address any preliminary matters
(c) Discuss the possibility of settlement or mediation
(d) Identify the issues in dispute

4.4 Discovery

(a) Scope: Discovery shall be limited to documents and information directly relevant to the claims and defenses asserted.

(b) Document Exchange: Each Party shall produce relevant, non-privileged documents within [NUMBER] days of a request.

(c) Depositions: Each Party may conduct up to [NUMBER] depositions of [NUMBER] hours each, unless the arbitrator(s) authorize additional depositions for good cause shown.

(d) Interrogatories: Each Party may serve up to [NUMBER] interrogatories, including subparts.

(e) Expert Discovery: Each Party may designate up to [NUMBER] expert witness(es). Expert reports shall be exchanged at least [NUMBER] days before the hearing.

4.5 Dispositive Motions

The arbitrator(s) shall have authority to consider and rule on dispositive motions, including motions for summary judgment, provided that the arbitrator(s) shall consider the time and cost associated with such motions in determining whether to permit them, consistent with AAA Commercial Rule R-33 and JAMS Rule 18.

4.6 Hearing

(a) The arbitration hearing shall be conducted in accordance with the applicable rules.

(b) The hearing shall commence within [NUMBER] days of the preliminary conference, absent extraordinary circumstances.

(c) Each Party shall have the right to present evidence, call witnesses, and cross-examine opposing witnesses.

(d) The Federal Rules of Evidence shall serve as guidelines but shall not be strictly applied.

4.7 Post-Hearing Briefs

The arbitrator(s) may request or permit post-hearing briefs to be submitted within [NUMBER] days of the close of the hearing.

ARTICLE 5: ARBITRATION AWARD

5.1 Form of Award

The arbitrator(s) shall render a written award that includes:
(a) A statement of the claims and defenses
(b) Findings of fact and conclusions of law
(c) The relief granted, if any
(d) An allocation of arbitration costs and fees

5.2 Timing of Award

The award shall be issued within [NUMBER] days of the close of the hearing or the submission of post-hearing briefs, whichever is later.

5.3 Remedies Available

The arbitrator(s) shall have the authority to award:
(a) Compensatory damages supported by credible evidence
(b) Specific performance
(c) Injunctive relief (subject to Section 6.2)
(d) Declaratory relief
(e) Pre-award and post-award interest at the rate of [RATE]% per annum or as determined by the arbitrator(s)
(f) Attorneys' fees and costs to the prevailing party, if authorized by the Underlying Agreement or applicable law

5.4 Punitive Damages

☐ The arbitrator(s) SHALL NOT have authority to award punitive, exemplary, or consequential damages unless such damages are expressly authorized by the Underlying Agreement or mandatory applicable law.

☐ The arbitrator(s) MAY award punitive or exemplary damages where authorized by applicable law.

5.5 Finality of Award

The arbitration award shall be final and binding on the Parties. Judgment on the award may be entered in any court of competent jurisdiction pursuant to 9 U.S.C. Section 9.

5.6 Grounds for Vacatur

The award may only be vacated on the grounds set forth in 9 U.S.C. Section 10, including:
(a) Corruption, fraud, or undue means
(b) Evident partiality or corruption of the arbitrator(s)
(c) Arbitrator misconduct in refusing to hear material evidence or other misbehavior prejudicing a Party's rights
(d) Arbitrator(s) exceeding their powers or failing to render a mutual, final, and definite award

ARTICLE 6: PROVISIONAL REMEDIES AND COURT PROCEEDINGS

6.1 Provisional Remedies

Either Party may seek provisional or interim relief from a court of competent jurisdiction without waiving the right to arbitrate, including:
(a) Temporary restraining orders
(b) Preliminary injunctions
(c) Attachment or garnishment
(d) Appointment of a receiver

6.2 Emergency Arbitrator

Either Party may seek emergency relief through the administering organization's emergency arbitrator procedures prior to the appointment of the arbitrator(s), in accordance with AAA Rule R-38 or JAMS Rule 2(c).

6.3 Court Assistance

Either Party may apply to a court of competent jurisdiction for:
(a) Enforcement of this arbitration agreement
(b) Confirmation, modification, or vacatur of the award pursuant to 9 U.S.C. Sections 9-11
(c) Assistance in discovery or preservation of evidence

ARTICLE 7: CONFIDENTIALITY

7.1 Confidential Proceedings

The existence of the arbitration, all proceedings, submissions, documents exchanged, and the award shall be confidential, except:
(a) As required by law, regulation, or court order
(b) To enforce or challenge the award in court
(c) As necessary to prepare for or conduct the arbitration
(d) With the written consent of both Parties

7.2 Confidentiality Order

The arbitrator(s) shall have authority to issue a confidentiality order governing the protection of confidential information disclosed during the arbitration.

ARTICLE 8: COSTS AND FEES

8.1 Filing Fees and Administrative Costs

Filing fees and administrative costs shall be paid in accordance with the fee schedule of the administering organization. Initially, each Party shall pay its proportionate share, subject to reallocation in the final award.

8.2 Arbitrator Compensation

Arbitrator fees and expenses shall be shared equally by the Parties, unless the arbitrator(s) determine otherwise in the final award.

8.3 Attorneys' Fees

☐ Each Party shall bear its own attorneys' fees and costs, regardless of outcome.

☐ The prevailing Party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing Party.

☐ Attorneys' fees shall be awarded as provided in the Underlying Agreement.

ARTICLE 9: CLASS ACTION AND CONSOLIDATION WAIVER

9.1 Class Action Waiver

The Parties agree that any arbitration shall be conducted on an individual basis only. Neither Party may bring claims as a plaintiff or class member in any purported class, collective, or representative action.

9.2 Consolidation

The arbitrator(s) shall not have authority to consolidate claims of different parties or to join other parties to the arbitration without the written consent of all affected parties, except as provided by the rules of the administering organization.

ARTICLE 10: GENERAL PROVISIONS

10.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict of laws principles, except that the FAA shall govern the interpretation and enforcement of this arbitration agreement.

10.2 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. If the class action waiver is found unenforceable, the Parties agree that the arbitration agreement shall remain enforceable as to individual claims.

10.3 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. Failure to enforce any provision shall not constitute a waiver of future enforcement.

10.4 Amendment

This Agreement may not be amended or modified except by a written instrument signed by both Parties.

10.5 Notices

All notices under this Agreement shall be in writing and delivered by certified mail, overnight courier, or email to the addresses set forth above, with copies to:

Party A Counsel: [NAME, ADDRESS, EMAIL]
Party B Counsel: [NAME, ADDRESS, EMAIL]

10.6 Entire Agreement

This Agreement, together with the Underlying Agreement, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior negotiations, representations, or agreements relating thereto.

10.7 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.

EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Commercial Arbitration Agreement as of the Effective Date first written above.

PARTY A:

[COMPANY NAME]

By: ______________________________
Name: [AUTHORIZED SIGNATORY]
Title: [TITLE]
Date: _______________

PARTY B:

[COMPANY NAME]

By: ______________________________
Name: [AUTHORIZED SIGNATORY]
Title: [TITLE]
Date: _______________

ACKNOWLEDGMENT OF WAIVER OF JURY TRIAL AND COURT PROCEEDINGS

EACH PARTY ACKNOWLEDGES THAT:

☐ I/We have read this Arbitration Agreement in its entirety.

☐ I/We understand that by signing this Agreement, I/we are waiving our right to a jury trial and to pursue claims in a court of law, except as expressly provided herein.

☐ I/We have had the opportunity to consult with legal counsel regarding this Agreement.

☐ I/We enter into this Agreement voluntarily and without coercion.

Party A Representative:
Signature: ______________________________
Printed Name: [NAME]
Date: _______________

Party B Representative:
Signature: ______________________________
Printed Name: [NAME]
Date: _______________

SCHEDULE A: ARBITRATION COST ALLOCATION

LEGAL REFERENCES:
- Federal Arbitration Act, 9 U.S.C. Sections 1-16
- AAA Commercial Arbitration Rules and Mediation Procedures (effective September 1, 2022)
- JAMS Comprehensive Arbitration Rules and Procedures (effective June 1, 2021)
- AAA Consumer Mediation Procedures (effective April 1, 2025)
- State Arbitration Acts (varies by jurisdiction)