1. Purpose and Recitals
The Parties wish to resolve any disputes arising out of or relating to [[Describe the underlying contract, relationship, or transaction, e.g., the Services Agreement dated [[Date]] between the Parties]] (the "Underlying Agreement") through binding arbitration rather than through litigation in courts.
This Agreement may be executed as a standalone agreement or incorporated by reference as a clause into the Underlying Agreement. If incorporated by reference, the language "Any dispute arising out of or relating to this Agreement shall be resolved exclusively by binding arbitration pursuant to the Arbitration Agreement attached as Exhibit X or incorporated herein" shall be sufficient to bind the Parties.
2. Scope of Arbitrable Disputes
Except as expressly excluded below, the Parties agree that any and all disputes, claims, controversies, or disagreements arising out of, relating to, or in connection with this Agreement, the Underlying Agreement, the breach, termination, enforcement, interpretation, validity, or scope thereof, or the relationship between the Parties (collectively, "Disputes") shall be resolved exclusively by binding arbitration administered in accordance with this Agreement.
Carve-outs (not subject to arbitration):
- Claims for preliminary or permanent injunctive or other equitable relief to protect intellectual property rights, trade secrets, or to prevent irreparable harm.
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- Claims within the jurisdictional limits of small claims court, which may be pursued in such court.
- Claims arising under federal or state wage and hour laws to the extent such claims are not waivable (if any).
- Claims that applicable law prohibits from being subject to arbitration (the Parties agree to arbitrate to the maximum extent permitted).
Any Dispute concerning the scope, validity, or enforceability of this Agreement or the arbitrability of any claim shall be decided by the arbitrator as provided in the Delegation Clause.
3. Chosen Arbitration Rules and Administrator
The arbitration shall be administered by [[Arbitration Rules (AAA/JAMS/Other)]] under the following rules (the "Rules"):
- If AAA selected: American Arbitration Association ("AAA") Commercial Arbitration Rules (or Employment Arbitration Rules if the Underlying Agreement is an employment relationship), as in effect on the date the demand for arbitration is filed, available at www.adr.org.
- If JAMS selected: JAMS Comprehensive Arbitration Rules and Procedures (or JAMS Employment Arbitration Rules if applicable), as in effect on the date the demand is filed, available at www.jamsadr.com.
- If Other: [[Specify administrator and rule set citation]].
The Parties agree that the Rules in effect at the time of filing shall govern the arbitration, except to the extent they conflict with this Agreement. The administrator's rules regarding filing, fees, and procedures are incorporated herein by reference.
4. Seat, Venue, and Number of Arbitrators
Seat and Venue. The seat of the arbitration shall be [[Seat / Venue, e.g., New York, New York or San Francisco, California]]. The arbitration hearings shall be conducted at a location within the seat or at such other location as the arbitrator(s) may determine for the convenience of the Parties and witnesses. The arbitrator(s) may conduct hearings by videoconference or telephone as appropriate.
Number of Arbitrators. The arbitration shall be conducted by [[Number of Arbitrators: one (1) or three (3)]] arbitrator(s).
- If one arbitrator: The Parties shall attempt to agree on a single arbitrator. If they cannot agree within [[15]] days after the demand, the administrator shall appoint the arbitrator pursuant to its rules.
- If three arbitrators: Each Party shall appoint one arbitrator within [[15]] days. The two party-appointed arbitrators shall appoint the third (presiding) arbitrator within [[15]] additional days. If any appointment is not timely made, the administrator shall make the appointment.
The arbitrator(s) shall have at least [[10]] years' experience in commercial or the relevant industry disputes.
5. Class Action Waiver and Collective Action Waiver
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAIVES ANY RIGHT TO BRING, JOIN, OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, OR MULTI-PLAINTIFF PROCEEDING (INCLUDING BUT NOT LIMITED TO ACTIONS BROUGHT UNDER THE FAIR LABOR STANDARDS ACT OR SIMILAR STATE LAWS) AGAINST THE OTHER PARTY IN ANY FORUM.
The Parties agree that any arbitration shall be conducted on an individual basis only. No arbitration may be consolidated, joined, or combined with any other arbitration or proceeding without the prior written consent of all Parties.
This class-action waiver is a material term of this Agreement. If this waiver is held unenforceable as to any claim, that claim shall be severed and litigated in court, while all other claims remain subject to arbitration.
The Parties acknowledge the holding of the U.S. Supreme Court in Epic Systems Corp. v. Lewis, 138 S. Ct. 1612 (2018), which upheld the enforceability of class-action waivers in arbitration agreements under the Federal Arbitration Act.
6. Delegation Clause
The arbitrator(s), and not any court, shall have exclusive authority to resolve any Dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including any claim that this Agreement is void or voidable. This delegation clause is intended to be broad and to delegate all questions of arbitrability to the arbitrator(s).
7. Cost Allocation
Filing and Administrative Fees. The Party initiating arbitration shall pay the initial filing fee required by the administrator, subject to later allocation.
Arbitrator Fees and Costs. The Parties shall share equally the fees and costs of the arbitrator(s) and the administrator, unless the arbitrator(s) determine that a different allocation is required by applicable law or is just under the circumstances (e.g., the arbitrator may award costs and fees to the prevailing party).
Prevailing Party. In any arbitration, the prevailing Party (as determined by the arbitrator(s)) may be awarded its reasonable attorneys' fees, costs, and expenses, in addition to any other relief, to the extent permitted by the Rules or applicable law. Each Party shall bear its own attorneys' fees and costs unless the arbitrator awards otherwise.
Indigent Party. If a Party demonstrates inability to pay its share of fees, the arbitrator may reallocate fees or the administrator may waive or reduce fees consistent with its rules and applicable law.
8. Confidentiality of Proceedings and Award
The Parties agree that the arbitration proceedings, including all hearings, submissions, evidence, and the arbitral award, shall be confidential. Neither Party shall disclose any information concerning the arbitration (except as required by law, regulation, court order, or to enforce the award, or to professional advisors under confidentiality obligations) without the prior written consent of the other Party.
The Parties may agree to a protective order or request the arbitrator to enter one protecting confidential business information.
Notwithstanding the foregoing, a Party may disclose the existence of the arbitration and the final award in connection with any judicial proceeding to confirm, vacate, or enforce the award, or as otherwise required by law.
9. Governing Law and Federal Arbitration Act
This Agreement shall be governed by and construed in accordance with the laws of the State of [[Governing Law, e.g., Delaware or New York]], without regard to its conflict of laws principles.
The Parties expressly agree that this Agreement and any arbitration hereunder are governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. (the "FAA"). The FAA shall preempt any state law that would render this Agreement or any provision hereof unenforceable or that would impose procedural requirements inconsistent with the FAA.
The arbitration award may be entered and enforced in any court of competent jurisdiction.
10. Severability and Integration
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the Parties' intent.
This Agreement, together with the Underlying Agreement (if any) and any exhibits or schedules, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, and understandings, whether written or oral.
No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.
11. Signature and Acceptance
STANDALONE FORM (full execution required):
IN WITNESS WHEREOF, the Parties have executed this Arbitration Agreement as of the date first written above.
[[Party A Full Legal Name]]
Signature: _______________________________
Printed Name: [[Signatory Name and Title]]
Date: _______________________________
[[Party B Full Legal Name]]
Signature: _______________________________
Printed Name: [[Signatory Name and Title]]
Date: _______________________________
INCORPORATION-BY-REFERENCE CLAUSE (for use in Underlying Agreement):
"Arbitration. Any dispute, claim, or controversy arising out of or relating to this 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 resolved exclusively by binding arbitration in accordance with the Arbitration Agreement between the Parties dated [[Effective Date]] (or attached hereto as Exhibit [[X]]), which is incorporated herein by reference. The Federal Arbitration Act shall govern."
12. Notices
All notices under this Agreement shall be in writing and delivered by certified mail, overnight courier, or email with read receipt to the addresses set forth above or to such other address as a Party may designate in writing.
> Template - not professional advice. Verify all figures, clauses, and required disclosures against current law for the applicable jurisdiction. Invented inputs are tagged as [[merge fields]]. This template does not create an attorney-client relationship.
Primary Sources (as of June 2026):
- Federal Arbitration Act, 9 U.S.C. §§ 1-16.
- American Arbitration Association, Commercial Arbitration Rules (current version).
- JAMS Comprehensive Arbitration Rules and Procedures (current version).
- Epic Systems Corp. v. Lewis, 138 S. Ct. 1612 (2018).
- Applicable state arbitration statutes (to the extent not preempted by the FAA).
The Parties are encouraged to consult with qualified legal counsel before signing or incorporating this Agreement. Rules and fees of the chosen administrator should be reviewed at the time of any demand for arbitration.
Appendix A - Optional Additional Provisions (for customization)
A.1 Number of Arbitrators Election Table
| Option | Description | Recommended For |
|--------|-------------|-----------------|
| One (1) Arbitrator | Faster, lower cost | Lower-value or simpler Disputes |
| Three (3) Arbitrators | More deliberative | High-value or complex Disputes |
A.2 Cost Allocation Alternatives
The Parties may elect in the Underlying Agreement or by subsequent writing one of the following:
- Each bears its own fees and costs.
- Prevailing party recovers reasonable fees and costs.
- Loser pays all administrative and arbitrator fees.
A.3 Confidentiality Exceptions
Confidentiality does not apply to disclosures required for insurance, regulatory, or securities law compliance, or to protect legal rights in related proceedings.
