ANTICIPATING ISSUES

DELOS PROMOTES LEGAL SECURITY AND THE PROPER PERFORMANCE OF CONTRACTS THROUGH THEIR REGISTRATION WITH DELOS

MODEL CLAUSES

To download a PDF copy of the model clauses, click here. Once the DELOS arbitration clause has been inserted into your contract, and your contract has been finalised and signed, you can register it with DELOS by e-mailing us a copy of it. Registration is free and will give you access to multiple benefits.

Model DELOS Arbitration Clause
Negotiation Option Before Arbitration
Model Confidentiality Clause
Model Governing Law Clause
Model Agreement for Submitting Existing Disputes to DELOS Arbitration
Model Clause to Opt Into the DELOS Compliance Reinforcement Mechanism

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MODEL DELOS ARBITRATION CLAUSE

The model DELOS arbitration clause has been expressly designed to support the resolution of disputes in a time and cost-effective manner. It should be inserted into contracts without modification.

For the choice of the seat (or legal place) of arbitration, parties may find it useful to refer to the DELOS Guide to Arbitration Places (GAP), notably the table of combined traffic lights. The safer the seat, as defined in the GAP, the more likely the resolution of any dispute through arbitration will be time and cost-effective.

1. Any dispute arising out of or in connection with this contract shall be exclusively and finally resolved by arbitration in accordance with the DELOS Rules of Arbitration in force on the date of commencement of the arbitration.

2. The seat of arbitration shall be [parties to choose one city and indicate the country in which that city is located], but the parties agree to hold hearings and/or meetings (if any) in any suitable location and/or by any suitable means of simultaneous communication. The language of arbitration is to be [parties to choose one]. The arbitration tribunal shall consist of [“a sole arbitrator” or “a three-member tribunal” or “one or three arbitrators”] appointed in accordance with the DELOS Rules of Arbitration.

3. By submitting their dispute to arbitration under the DELOS Rules of Arbitration, the parties agree to comply with any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made.

Note that you may register your contract with DELOS by e-mailing a copy of it to contract-registration@delosdr.org to benefit from reduced arbitration costs in accordance with Appendix 7 to the DELOS Rules.

NEGOTIATION OPTION BEFORE ARBITRATION

It is good business practice to provide for a period of formal negotiations before the dispute can be referred to arbitration. This period may also be useful for parties carefully to assess their positions and, potentially, settle their dispute. In case of DELOS arbitration, such an assessment will assist parties with engaging in an active process designed to ensure the efficient resolution of their dispute.

DELOS proposes that parties insert the following wording at the beginning of the arbitration clause.

Two parties to the contract

1. In the event of any dispute arising out of or in connection with this contract, either party shall invite the other party to commence negotiations to resolve the dispute. Any invitation to negotiate shall be issued in writing, in the usual manner in which the parties communicate in writing.

2. If the parties do not reach a settlement within [14 calendar days – parties to define appropriate time period] of one party having invited the other in writing to negotiate, the dispute shall be exclusively and finally resolved [continue with “by arbitration in accordance with...” in the model arbitration clause above]

Three or more parties to the contract

1. In the event of any dispute arising out of or in connection with this contract, any party may invite the other parties to commence negotiations to resolve the dispute. Any invitation to negotiate shall be issued in writing, in the usual manner in which the parties communicate in writing.

2. If the parties do not reach a settlement within [14 calendar days – parties to define appropriate time period] of one or more parties having invited the other parties in writing to negotiate, the dispute shall be exclusively and finally resolved [continue with “by arbitration in accordance with…” in the model arbitration clause above]

MODEL CONFIDENTIALITY CLAUSE

Parties may also want to keep their arbitration and its outcome confidential. In this case, DELOS suggests using the following clause:

The parties agree to keep confidential the existence and contents of the arbitration and the written and oral pleadings and all documents produced for or arising from the arbitration, save as may be required by legal or regulatory duty or to protect or pursue a legal right.

MODEL GOVERNING LAW CLAUSE

A contract which does not clearly specify a governing law may complicate the resolution of disputes arising under that contract. DELOS therefore recommends inserting a governing law clause into the contract, such as the following:

This contract shall be governed by, and construed in accordance with, the laws of [jurisdiction] disregarding its conflict of laws and jurisdiction provisions.

MODEL AGREEMENT FOR SUBMITTING EXISTING DISPUTES TO DELOS ARBITRATION

If a dispute has already arisen and the parties wish to submit it to DELOS arbitration, the parties would generally enter into a submission agreement to this effect. DELOS suggests that the submission agreement contain the following provisions. The submission agreement can be registered with DELOS as any other contract.

1. The parties agree that the following dispute shall be exclusively and finally resolved by arbitration in accordance with the DELOS Rules of Arbitration in force on the date of this agreement: [insert description of the dispute and the parties to the dispute].

2. The seat of arbitration shall be [parties to choose one city and indicate the country in which that city is located], but the parties agree to hold hearings and/or meetings (if any) in any suitable location and/or by any suitable means of simultaneous communication. The language of the arbitration is to be [parties to choose one]. The arbitration tribunal shall consist of [“a sole arbitrator” or “a three-member tribunal” or “one or three arbitrators”] appointed in accordance with the DELOS Rules of Arbitration.

MODEL CLAUSE TO OPT INTO THE DELOS COMPLIANCE REINFORCEMENT MECHANISM

It is possible for parties to opt into DELOS’s Compliance Reinforcement Mechanism at any stage, for example as part of an arbitration agreement designating rules of arbitration other than those of DELOS, or in a settlement agreement (recorded in a consent award), or in an agreement addressing the manner of execution of an award, and irrespective of whether the relevant arbitration agreement or award refers to the DELOS Rules or other rules of arbitration:

The parties agree to the Compliance Reinforcement Mechanism under the DELOS Rules of Arbitration, including all related disclosures of information.