MEDIATION AGREEMENT

This Mediation Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE PARTY A], having registered office at [INSERT ADDRESS OF THE PARTY A] (hereinafter referred to as the “Party A” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF THE PARTY B], having registered office at [INSERT ADDRESS OF THE PARTY B]] (hereinafter referred to as the “Party B” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Party A” and the “Party B” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. Party A and Party B entered into a contract (hereinafter referred to as “Contract”) on [INSERT DATE OF THE CONTRACT], and disputes have arisen between the parties regarding the interpretation, performance of the Contract.
2. The Parties wish to resolve the dispute amicably through mediation with a Mediator(“The Mediator”)to avoid the costs and uncertainties associated with litigation.
3. The Parties mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Mediator” shall refer to an individual, which is responsible for resolving the dispute amicably between the parties.
   2. “Contract” refers to the agreement entered into by Party A and Party B on [INSERT DATE OF THE CONTRACT], which is the subject of the current dispute.
   3. “Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement, whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
2. MEDIATION
   1. The Mediation shall be conducted by the Mediator at [INSERT LOCATION OF MEDIATION] on [INSERT DATE OF MEDIATION] at [INSERT TIME OF MEDIATION], or any other location as agreed upon by the parties.
   2. The Parties acknowledge that they are entering into this agreement voluntarily, and the Mediator will assist them solely in reaching an amicable resolution.
   3. The Mediator will facilitate discussions to help reach a mutually acceptable resolution and will not impose the decision on the parties.
3. ACKNOWLEDGEMENTS BY THE PARTIES
   1. All parties (and the Mediator) agree that taking part in mediation is completely voluntary. Any party may decide to leave the mediation at any time, but they must first discuss their intention to withdraw with the Mediator.
   2. Even if legal proceedings have already been started regarding the dispute, this does not stop any party from participating in mediation before the dispute is finally resolved.
   3. Each party has the right to withdraw from the mediation at any point during the process.
   4. Considering the nature of the dispute, both the parties and the Mediator agree to work diligently to conclude the mediation as quickly as possible in order to minimize costs.
   5. The Mediator may also withdraw from the mediation at any time, provided they give written notice to the parties stating their general reasons for doing so, while still maintaining the confidentiality of the mediation.
   6. If the Mediator withdraws, this does not automatically prevent them from later resuming the role of Mediator in the same mediation.
   7. Before the mediation began, the Mediator took reasonable steps to:  
   8. Ask the parties questions to determine if there was any actual, potential, or perceived conflict of interest and confirmed that no such conflict exists.  
   9. Provide the parties with relevant details about the Mediator, including:  
      1. Their qualifications,   
      2. Their training and experience,   
      3. Their ongoing professional development, and   
      4. A copy of the code of practice they adhere to in mediation.
4. RESPONSIBILITIES OF THE MEDIATOR
   1. The Mediator must avoid conflict of interest and commit to honesty and integrity.
   2. The Mediator must assist the parties in understanding the underlying issues, reducing misunderstandings, and arriving at a resolution acceptable to both the parties involved.
   3. Parties involved in the dispute must have faith in the mediation process and be prepared to share significant information.
   4. The Mediator shall not be liable for any loss, damage, or legal consequences arising from the mediation process.
   5. Where the Mediator withdraws from the mediation, the Mediator shall return the fees and costs paid in respect of that portion of time during which the Mediator was paid to act as the Mediator and for which he or she will no longer act as the mediator.
5. COSTS AND FEES
   1. The costs and fees of the mediation, including the Mediator’s fees will be shared equally by the parties, unless otherwise agreed in writing.
   2. The Mediator shall be responsible for sending an invoice prior to the mediation.
   3. The fees and costs of the mediation shall not be contingent on its outcome.
6. RELATIONSHIP BETWEEN THE PARTIES AND THE MEDIATORS

6.1 The Mediator will not have a separate meeting or discussion with either party except:

 immediately prior to the mediation at the individual session to discuss and explain the purpose, function and parameters of the mediation, or

with the knowledge of the other parties during the course of the mediation process.

• 1. The parties acknowledge that provided each such meeting is with the knowledge of the other parties, the Mediator may meet with either party alone as frequently and for such lengths of time as he in his absolute discretion thinks fit.
  2. Information, whether oral or written, disclosed to the Mediator by a party in the absence of the other party will be confidential, but may be disclosed by the Mediator to the other party with the permission of the party providing the information.
  3. The parties agree that each of them is entitled to consult and retain lawyers for counsel and advice concerning their rights, interests and obligations in the dispute and they may consult with their lawyer on these matters. By agreement, lawyers representing the parties may be present during the mediation.
  4. The parties acknowledge and agree as between themselves and the Mediator that for a successfully mediated agreement, open and honest communications are essential and, accordingly, all written and oral communications, negotiations and statements made in the course of the mediation will be treated as privileged settlement discussions and are absolutely confidential, therefore:
  5. The Mediator will not reveal anything discussed in the mediation unless with permission of both parties or compelled by law to do so.
  6. Parties will not, at any time before, during or after the mediation, call the Mediator as a witness in any legal or administrative proceedings concerning the dispute.
  7. The parties agree not to subpoena or demand the production of any records, notes or documents of the Mediator concerning this dispute. To the extent that any of the parties may have a right to demand those documents, that right is hereby expressly waived.
  8. If, at a later time, either party subpoenas the Mediator that party agrees to reimburse to the Mediator expenses which he incurs (including all legal fees on an indemnity basis) plus the fee per hour prescribed in the schedule for all the time that is taken by him to attend to the matter, including all costs of defending such subpoena.
  9. The Mediator is not required to maintain notes or records of the mediation.
  10. The parties will respect the Rules which provide that the Mediation is private and confidential and that every document, communication, or information disclosed, is disclosed on a privileged and without prejudice basis 
  11. Without Prejudice Communications and Inadmissibility.
  12. All communications between the parties, either with one another or with the Mediator privately, are settlement negotiations conducted on a without prejudice basis. All communications occurring in the context of the mediation are confidential, and are inadmissible in any legal proceeding. No party will subpoena the Mediator to testify or to produce records or notes. No party will disclose or attempt to compel disclosure of:
      1. Any views expressed or suggestions made by another party in respect of the possible settlement of the dispute;
      2. Any admissions made by a party in the course of the mediation;
  13. The fact that another party had indicated a willingness to accept a proposal made by any party to the mediation.

1. CONFIDENTIALITY
   1. Parties agree to protect the confidentiality of all discussions, negotiations, and statements (“Confidential information”) made during the mediation process.
   2. Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of confidential Information.
   3. The mediator will not disclose any information obtained during the mediation without the express written consent of the parties, except as required by law.
   4. acknowledges that all such information passing between the Parties, the Mediator , however communicated, is agreed to be without prejudice to any Party’s legal position and may not be produced as evidence or disclosed to any judge, arbitrator or other decision-maker in any legal or other formal process, except where otherwise disclosable in law.
2. SETTLEMENT AGREEMENT
   1. If the parties reach an agreement, the mediator will assist in drafting a written agreement that outlines the terms of the resolution.
   2. The agreement will be signed by all parties and, if applicable, may be legally binding.
   3. The parties are responsible for implementing the terms of the agreement.
3. APPLICABLE LAW
   1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE OF APPLICABLE LAWS].
   2. If mediation does not result in a resolution, disputes shall be referred to binding arbitration or litigation before the competent courts in [INSERT PLACE OF JURISDICTION], as per the applicable laws governing this Agreement, unless the Parties mutually agree otherwise in writing.
4. MISCELLANOUS
   1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
   2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be in [INSERT LANGUAGE].
   3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
   4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
   5. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
   6. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
5. DECLARATION
   1. The parties hereby understand and expressly agree to the provisions laid down in the present agreement and in good faith, undertake that both parties shall follow the terms of this agreement in good conscience in order to secure better growth of both the Parties.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Party A

Name: [INSERT NAME OF PARTY A/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF PARTY A]

Signed, sealed and delivered on behalf of Party B

Name: [INSERT NAME OF PARTY B/SIGNING AUTHORITY AND DESIGNATION]

Signature: 

Date: [INSERT SIGNING DATE OF PARTY B]

Signed, sealed and delivered on behalf of Mediator

Name: [INSERT NAME OF MEDIATOR/SIGNING AUTHORITY AND DESIGNATION]

Signature: 

Date: [INSERT SIGNING DATE OF MEDIATOR]