Model arbitration and mediation clauses for international contracts are set forth below. These model clauses can help parties begin to draft contract terms that meet their needs. While they offer a number of specific options, they are not exhaustive and do not include all possible provisions that may need to be considered or may be desirable in particular contracts. They should not be treated as the final product of the process of drafting an ADR clause. Parties may, for example, need to deal with additional issues like which law should apply to a given dispute, specific discovery rules or the power of arbitrators to order interim relief. For a list of issues that should be considered in drafting an arbitration clause, see the Arbitration Clause Checklist.

Arbitration

A model arbitration clause for international contracts is set forth below.

i.



Any dispute, controversy or claim arising out of, relating to, or in connection with, this contract, or the breach, termination or validity thereof, shall be finally settled by arbitration. The arbitration shall be conducted in accordance with [identify rules] in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be [city, country], and it shall be conducted in the [specify] language. The arbitration shall be conducted by [one or three] arbitrators, who shall be selected in accordance with [the rules selected above].  

ii.

 

The arbitral award shall be in writing and shall be final and binding on the parties. The award may include an award of costs, including reasonable attorneys' fees and disbursements. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the parties or their assets.

Mediation

A model mediation clause for international contracts is set forth below.

If a dispute, controversy or claim arises out of or relates to this contract, or the breach, termination or validity thereof, and if either party decides that the dispute cannot be settled through direct discussions, the parties agree to endeavor to settle the dispute in an amicable manner by mediation pursuant to [identify rules]. If this mediation does not result in a settlement, then the dispute shall be resolved by arbitration pursuant to [clause (b) below]. [Alternatively, the parties may provide for litigation in a court specified by the parties.]