Drafting Dispute Resolution Clause

Summary

When drafting a multi-tiered dispute resolution clause, include negotiation, mediation, and arbitration stages. Specify governing law, jurisdiction, confidentiality, timelines, costs, arbitration rules, and finality. Ensure the clause is detailed and operative for international oil purchase agreements.

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i want you to write the whole clause so that i can copy paste it directly into the contract

Sure, here's a detailed Multi-Tiered Dispute Resolution Clause for your contract:
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Multi-Tiered Dispute Resolution Clause
*. Negotiation: In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, including the breach, termination, or validity thereof ("Dispute"), the parties shall first attempt to resolve the Dispute through good faith negotiations. Either party may initiate negotiations by providing written notice to the other party, outlining the nature of the Dispute and the desired resolution.
*. Mediation: If the Dispute cannot be resolved through negotiation within thirty (*) days of the initial notice, the parties agree to submit the Dispute to mediation. The mediation shall be conducted by a mutually agreed-upon mediator, or if the parties cannot agree, a mediator appointed by [Specify Mediation Institution]. The mediation shall be conducted in accordance with the [Specify Mediation Rules]. The costs of mediation shall be shared equally by the parties.
*. Arbitration: If the Dispute is not resolved through mediation within sixty (*) days from the initiation of mediation, the Dispute shall be submitted to binding arbitration. The arbitration shall be conducted by [Specify Arbitration Institution (e.g., ICC or UNCITRAL)] in accordance with its rules. The arbitration shall be conducted by one or more arbitrators appointed in accordance with those rules. The seat of arbitration shall be [Specify Location], and the language of arbitration shall be [Specify Language].
*. Governing Law: This Agreement and the resolution of any Dispute shall be governed by and construed in accordance with the laws of [Specify Governing Law].
*. Jurisdiction: The parties irrevocably submit to the exclusive jurisdiction of the courts of [Specify Jurisdiction] for the purpose of any interim or conservatory measures pending arbitration.
*. Confidentiality: All negotiations, mediations, and arbitrations relating to any Dispute are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence.
*. Timelines: The parties shall adhere to the following timelines: Negotiation (30 days), Mediation (60 days), and Arbitration (as expedited as possible but not exceeding 180 days from the initiation).
*. Costs: Each party shall bear its own costs and expenses incurred in connection with the negotiation and mediation stages. The costs of arbitration, including the fees and expenses

Draft a comprehensive force majeure clause to be included in the template international oil purchase agreements. o Ensure your clause includes * essential elements to make it operative. o Consider the rejection of force majeure defense by the UK High Court’s judgment in Litasco SA v. Der Mond Oil & Gas Africa SA & Locafrique Holdings SA [*] when drafting your clause.

Sure, here's a comprehensive force majeure clause with the essential elements considered:
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Force Majeure Clause
*. Definition: For the purposes of this Agreement, "Force Majeure" shall mean any event or circumstance beyond the reasonable control of a party, including but not limited to acts of God, war, terrorism, civil disturbances, government actions, labor strikes, natural disasters, pandemics, and failure of third-party suppliers.
*. Notice of Force Majeure: The affected party shall notify the other party in writing within [X] days of the occurrence of a Force Majeure event, detailing the nature of the event, its anticipated duration, and the measures being taken to mitigate its effects.
*. Obligations Suspended: Upon the occurrence of a Force Majeure event, the affected party's obligations under this Agreement shall be suspended to the extent and for the duration that the performance is prevented by the Force Majeure event.
*. Mitigation: The affected party shall use all reasonable efforts to mitigate the effects of the Force Majeure event and to resume performance of its obligations as soon as reasonably practicable.
*. Duration of Force Majeure: If the Force Majeure event continues for more than [X] days, either party may terminate this Agreement by providing written notice to the other party.
*. Exclusions: Force Majeure shall not include economic hardship, changes in market conditions, or lack of funds.
*. Partial Performance: If a Force Majeure event affects only part of the affected party's obligations, the affected party shall continue to perform those obligations that are not affected by the Force Majeure event.
*. Burden of Proof: The burden of proof for establishing the existence and impact of a Force Majeure event lies with the party claiming relief under this clause.
*. Consequences of Termination: In the event of termination under this Force Majeure clause, neither party shall have any liability to the other except for obligations accrued prior to the Force Majeure event.
*. Exclusions from Force Majeure: The parties agree that failure to obtain necessary permits, licenses, or approvals shall not constitute a Force Majeure event.
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Does this meet your needs, or would you like any adjustments?

Consider the rejection of force majeure defense by the UK High Court’s judgment in Litasco SA v. Der Mond Oil & Gas Africa SA & Locafrique Holdings SA [*] when drafting your clause.

Sure, I'll take the UK High Court’s judgment into account. Here's a revised force majeure clause:

~Force Majeure Clause
*. Definition: "Force Majeure" means events beyond reasonable control, excluding economic hardship and market changes.
*. Notice: Affected party must notify within 5 days of the event.
*. Obligations Suspended: Performance suspended only to extent affected.
*. Mitigation: Efforts to mitigate and resume performance are mandatory.
*. Duration: If event exceeds 60 days, either party may terminate.
*. Exclusions: Excludes economic hardship and regulatory failures.
*. Partial Performance: Non-affected obligations must continue.
*. Burden of Proof: On party claiming Force Majeure.
*. Consequences of Termination: No liability except for prior obligations.
*. Legal Compliance: Parties must comply with legal requirements.
Would you need any more adjustments or additional clauses?

Drafting Dispute Resolution Clause

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