Model Mediation Clause for Teaming Agreements and Subcontracts

1. Dispute Resolution Steps. Any dispute, claim, or controversy arising out of or relating to this Agreement, including its formation, interpretation, performance, breach, or termination (a "Dispute"), shall be resolved as follows. (a) Notice. A Party asserting a Dispute shall give the other Party written notice describing the Dispute in reasonable detail (a "Dispute Notice"). (b) Executive Negotiation. Within [ten (10)] days after delivery of the Dispute Notice, a senior executive of each Party with authority to settle the Dispute shall meet, in person or virtually, and attempt in good faith to resolve it. (c) Mediation. If the Dispute is not resolved within [thirty (30)] days after delivery of the Dispute Notice, either Party may by written notice require the Parties to submit the Dispute to non-binding mediation. The mediation shall be held within [thirty (30)] days after that notice, in person or virtually, before Olive Branch Mediation, LLC or another mediator mutually agreed in writing by the Parties. If the Parties have not agreed on a mediator within [ten (10)] days after the mediation notice, either Party may ask Olive Branch Mediation, LLC to appoint one. (d) Litigation or Arbitration. If the Dispute is not resolved within [forty-five (45)] days after the mediation notice, or if the other Party fails to participate, either Party may begin [litigation in the courts identified in Section [__]] [arbitration under Section [__]]. 2. Confidentiality. All statements made and documents prepared for the mediation, and all settlement offers, are confidential and are made for settlement purposes only. They shall not be disclosed to any third party other than a Party's counsel, insurers, auditors, and advisors who are bound to keep them confidential, or as required by law. They shall not be used as evidence in any later proceeding, except to enforce a signed settlement agreement. Information that is otherwise discoverable or independently available does not become confidential because it is used in the mediation. [Governing law: [__].] 3. Costs. The Parties shall share the mediator's fees and administrative costs equally. Each Party shall bear its own attorneys' fees and other costs of the mediation. 4. Tolling. All statutes of limitation, statutes of repose, and contractual time limits applicable to a Dispute are tolled from the date of delivery of the Dispute Notice until [ten (10)] days after the mediation ends or the Parties' dispute resolution steps in this Section are completed, whichever is earlier. Neither Party shall assert that the other's delay during this period bars or waives any claim or defense. 5. Exceptions. Nothing in this Section prevents a Party from (a) seeking temporary, preliminary, or permanent injunctive relief or other equitable relief from a court to protect its intellectual property, confidential or proprietary information, or to prevent irreparable harm, without first complying with Steps 1(b) through 1(d); or (b) taking any action necessary to preserve a claim, including filing suit to avoid expiration of a time limit, subject to a stay pending the steps above where permitted. 6. Prime Contract Claims. [For any Dispute that arises from or depends on a decision, direction, or claim of the Government under the Prime Contract, including a claim under the Contract Disputes Act, 41 U.S.C. §§ 7101-7109, the Parties shall follow the dispute and claims procedures that Section [__] and the flow-down clauses of the Prime Contract and this Agreement require. The Prime Contractor shall, at Subcontractor's request and expense and to the extent permitted by the Prime Contract and law, present or sponsor Subcontractor's related claim to the Contracting Officer. The Parties may mediate such a Dispute under this Section in parallel with, and without waiving, those procedures. Nothing in this Section limits the Government's rights or authority or any right of the Parties against the Government.]

Mediation of Disputes. The Parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior executives within [ten (10)] days after written notice of the dispute. If unresolved, the Parties shall submit the dispute to non-binding mediation with Olive Branch Mediation, LLC or another mutually agreed mediator, to begin within [thirty (30)] days after either Party requests it. The Parties shall split the mediator's fees equally and bear their own attorneys' fees. Mediation communications are confidential and may not be used in later proceedings. Limitation periods are tolled from the notice until [ten (10)] days after mediation ends. A Party may seek injunctive relief at any time. Disputes that depend on a Government decision under the Prime Contract remain subject to the Prime Contract's claims procedures and Section [__]. If the dispute is not resolved within [forty-five (45)] days after the mediation request, either Party may pursue its remedies under Section [__].