Article 11 Arbitration

11.1 Disputes - Any and all disputes, controversies, claims and differences arising out of or relating to this Agreement, or any breach thereof, which cannot be settled through correspondence and mutual consultation of the Parties hereto, shall be finally settled by arbitration in accordance with the * Rules of the * Association, in effect on the date of this Agreement, by one or more arbitrators elected in accordance with such rules. In the event of any conflict between these rules and the provisions of this Article, the provisions of this Article shall govern.

11.2 Selection of Arbitrators - Upon the written demand of either of the Parties concerned, the Parties shall attempt to appoint a single arbitrator. If they are unable to agree within * days from such demand, then each of the Parties shall appoint one arbitrator and the two nominated shall in turn choose a third arbitrator. If arbitrators chosen by the Parties cannot agree on the choice of the third arbitrator within a period of * days after their nomination, then the third arbitrator shall be appointed by [name or arbitration association].

[Note: There are differing advantages of having one as opposed to three arbitrators, including delay and cost and expertise. Unless the value is significant, usually the most expeditious and least costly is to go with a single arbitrator. The foregoing clause is only a sample and, as in any contract, should be modified to meet the conditions, parties and circumstances.]

11.3 Situs of Arbitration - Arbitration proceedings shall be held in the City of *, USA, or such other place as the Parties may mutually agree. The decision of the Arbitrator(s) shall be final and binding upon the Parties hereto, not subject to appeal and shall deal with the questions of costs of the arbitration and all matters related thereto. The proceedings, all pleadings, documents, correspondence and the Arbitration Award shall be written in English. Judgement upon the award or decision rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial recognition of the Award or an order of enforcement thereof, as the case may be.

[11.4 New York Convention - The Parties acknowledge that this Agreement and any award rendered pursuant to it shall be governed by the 1958 United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards.]

11.5 Enforceability - The Seller represents that an arbitration award reached pursuant to this Article with respect to any dispute, controversy, claim or difference arising out of or relating to this Agreement is enforceable under the laws of [Seller’s County].

11.6 Enforceability - The Buyer represents that an arbitration award reached pursuant to this Article with respect to any dispute, controversy, claim or difference arising out of or relating to this Agreement is enforceable under the laws of [Buyer’s County].