Negotiation; Mediation. 6.1.1 Each Party agrees that in the event of a dispute arising out of or in any way relating to any one or more of the Party Agreements, the parties shall attempt to resolve the dispute through negotiation and then through mediation prior to instituting arbitration, litigation or any other adversary proceeding. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to the Party Agreements 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 the Agreement. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Within 15 days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and response shall include with reasonable particularity (a) a statement of each party’s position and a summary of arguments supporting that position and (b) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within 30 days after delivery of the notice, the executives of both parties shall meet at a mutually acceptable time and place. Unless otherwise agreed in writing by the negotiating parties, the above-described negotiation shall end at the close of the first meeting of executives described above (“First Meeting”). Such closure shall not preclude continuing or later negotiations, if desired. At no time prior to the First Meeting shall either side initiate a mediation, arbitration or litigation related to the Party Agreements except to pursue a provisional remedy that is authorized by law or by JAMS Rules or by agreement of the parties. However, this limitation is inapplicable to a party if the other party refuses to comply with the requirements of this Section 6.1.
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Samples: Joint Development Agreement (VRDT Corp), Joint Development Agreement (Verdant Automotive Corp)
Negotiation; Mediation. 6.1.1 Each Party agrees that in the event of a dispute arising out of or in any way relating to any one or more of the Party Agreements, the parties shall attempt to resolve the dispute through negotiation and then through mediation prior to instituting arbitration, litigation or any other adversary proceeding. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to the Party Agreements 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 the Agreement. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Within 15 fifteen (15) days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and response shall include with reasonable particularity (a) a statement of each party’s position and a summary of arguments supporting that position and (b) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within 30 thirty (30) days after delivery of the notice, the executives of both parties shall meet at a mutually acceptable time and place. Unless otherwise agreed in writing by the negotiating parties, the above-described negotiation shall end at the close of the first meeting of executives described above (“First Meeting”). Such closure shall not preclude continuing or later negotiations, if desired. At no time prior to the First Meeting shall either side initiate a mediation, arbitration or litigation related to the Party Agreements except to pursue a provisional remedy that is authorized by law or by JAMS Rules or by agreement of the parties. However, this limitation is inapplicable to a party if the other party refuses to comply with the requirements of this Section 6.1.
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Negotiation; Mediation. 6.1.1 Each Party agrees that in the event of a dispute arising out of or in any way relating to any one or more of the Party Agreements, the parties shall attempt to resolve the dispute through negotiation and then through mediation prior to instituting arbitration, litigation or any other adversary proceeding. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to the Party Agreements 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 the Agreement. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Within 15 days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and response shall include with reasonable particularity (a) a statement of each party’s position and a summary of arguments supporting that position and (b) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within 30 days after delivery of the notice, the executives of both parties shall meet at a mutually acceptable time and place. Unless otherwise agreed in writing by the negotiating parties, the above-described negotiation shall end at the close of the first meeting of executives described above (“First Meeting”). Such closure shall not preclude continuing or later negotiations, if desired. At no time prior to the First Meeting shall either side initiate a mediation, arbitration or litigation related to the Party Agreements except to pursue a provisional remedy that is authorized by law or by JAMS Rules or by agreement of the parties. However, this limitation is inapplicable to a party if the other party refuses to comply with the requirements of this Section 6.1.. 6.1.2 Following the First Meeting, if the parties have not reach settlement, a Party shall initiate a mediation by serving written notice on the other party by facsimile and overnight mail. The parties may select any mediator mutually agreeable to them. If the parties cannot agree on a mediator within fifteen (15) days, they will, within five (5) days thereafter submit a joint request for mediation to the Los Angeles office of JAMS, setting forth the subject of the dispute and the relief requested, and request JAMS to select an appropriate mediator from its panel of neutrals with experience in resolving financial and commercial disputes, preferably with experience in the renewable energy industry. Each party may object to one JAMS selected mediator. The parties will cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in scheduling the mediation proceedings. Any mediator shall serve as a neutral, independent and impartial mediator. The parties agree that they will participate in the mediation in good faith. 6.1.3 The mediation session shall occur within fifteen (15) days of the selection of the mediator unless the parties mutually agree to extend this time, and shall be scheduled for not less than one day. Each party agrees to send a representative with full settlement authority to the mediation. The mediation shall be in the English language and shall be conducted exclusively in Beverly Hills, California, United States of America. The parties agree to hold the content of the mediation in confidence and further agree that the mediator is disqualified and shall be excluded from testifying as a witness in litigation between the parties (except in proceedings to recover damages for actionable torts committed in the mediation). Each party shall bear its own expenses (including attorney fees) for mediation proceedings under the Party Agreements, and an equal share of the expenses of the mediator and, where applicable, JAMS. The parties agree that any refusal to mediate under this Section 6.1 is a breach of contract for which damages may be recovered in litigation between the parties. Except as provided in Section 6.5 below, if the party who ultimately prevails in any arbitration or litigation institutes a court action or other adversary proceeding without first attempting mediation as required hereby, SUCH PREVAILING PARTY SHALL NOT BE ENTITLED TO ATTORNEYS’ FEES OR COSTS THAT MIGHT OTHERWISE BE AVAILABLE TO IT UNDER THE PARTY AGREEMENTS, ANY APPLICABLE LAW OR COURT RULES. 3 6.1.4 All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation or mediation by any of the parties, their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment, in arbitration or other proceeding involving the parties (except in a proceeding to recover damages for actionable torts committed in the mediation), provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation or mediation. All applicable statutes of limitation and defenses based upon the passage of time shall be tolled while the procedures specified in Sections 6.1.2 through 6.1.3 above are pending and for 15 calendar days thereafter. The parties will take such action, if any, required to effectuate such tolling. 6.2
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Samples: www.sec.gov
