Healthcare Executives Must Lead Change SAMPLE PRE-DISPUTE ADR CONTRACT CLAUSE The parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this agreement promptly by negotiations between senior executives of the parties who have authority to settle the controversy. STEP I - Negotiations The disputing party shall give the other party written notice of the dispute. Within twenty calendar days after receipt of said notice, the receiving party shall submit to the other a written response. The notice and response shall include (a) a brief statement of each party's position and a summary of the evidence and arguments supporting its position, and (b) the name and title of the executive who will represent that party. The executives shall meet at a mutually acceptable time and place within twenty (20) days of the date of the disputing party's notice and thereafter as often as they deem reasonably necessary to exchange relevant information and to attempt to resolve the dispute by negotiation. STEP 2 - Mediation If the matter has not been resolved by negotiation, or if the party receiving the notice of dispute will not meet, either party may initiate mediation of the controversy or claim. The mediator (Neutral) selected by the party initiating mediation will arrange a meeting of the parties and/or their counsel and commence administration of the mediation. The Neutral will assist the parties in selecting a mutually acceptable mediator or mediators. The rules governing the mediation will be those of the Mediator deemed as mutually acceptable, unless the parties, by mutual agreement, modify them. The mediation will be scheduled within fourteen (14) days of its initiation. The parties may agree to extend the time for invoking the mediation by mutual agreement. STEP 3 - Arbitration If the matter has not been resolved pursuant to mediation within thirty days of the initiation of such procedure, or if either party will not participate in a mediation, the controversy shall be settled by binding arbitration administered by a State Registered Arbitrator selected by one of the parties. In no event will the mediator in STEP 2 serve as an arbitrator in STEP 3. The rules of the arbitration will be those used by the selected Arbitrator. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. Sections 1-16, and judgment upon the award rendered by the Arbitrator(s) may be entered by any court having jurisdiction thereof. The place of arbitration shall be ______________. The arbitrators) (are) (are not) empowered to award damages in excess of actual damages, including punitive damages. The procedures specified in this Article shall be the sole and exclusive procedures of the resolution of disputes between the parties arising out of or relating to this agreement provided, however, that a party may seek a preliminary injunction or other preliminary judicial relief if in its judgement such action is necessary to avoid irreparable damage. Despite such action the parties will continue to participate in good faith procedures specified in this Article. All applicable statutes of limitations shall be tolled while the procedures specified in this Article are pending. The parties will take such action, if any, required to effectuate such tolling. ©2003 Health Systems Direct