CPI Rules for Arbitration of Business Disputes

(herein referred to as the "Arbitration Rules")
(effective as of 10/1/99)

1. How to Request Arbitration.

Any party to a dispute may initiate arbitration by filing with the Corporate Partnering Institute (herein referred to as "CPI" and as "Administrator") a request for arbitration pursuant to these Arbitration Rules. Such a request should contain a brief statement of the nature of the dispute as well as (to the extent available) the then current names, addresses and telephone numbers of all parties to the dispute.

2. The Arbitration Proceedings.

The arbitrator shall have the right, authority and discretion to: (a) determine the dates, times and places of the arbitration sessions; (b) determine the agenda, process and procedures to be followed prior to, during, and following each arbitration session; (c) determine the processes for presenting witnesses and evidence and memoranda and whether or not a arbitration session will be conducted face to face or by telephone conference; (d) obtain expert advice concerning technical aspects of the dispute; (e) determine the language in which the arbitration is to be conducted and whether or not recordings or stenographic records of the proceedings will be made; (f) end the arbitration proceedings; (g) determine the manner in which the parties may present their cases; (h) determine the applicability of any privilege or immunity and the admissibility, relevance, materiality and weight of the evidence offered; (i) determine what rules of evidence, if any, will apply in any arbitration proceedings; and (j) determine the admissibility, relevance, materiality and weight of the evidence offered by any party.


3. Arbitral Discovery and Evidence.

The arbitrator shall have the right and discretion to: (a) require a party to produce evidence or witnesses; (b) require a party to produce a summary of documents or other evidence; (c) require a party to produce witnesses; (d) require witnesses to testify under oath; (e) require a party to comply with discovery requests pursuant to the then current Federal Rules of Discovery or such other rules of discovery determined in the discretion of the arbitrator; and (f) appoint experts who may provide testimony or opine on subject matter related to the dispute.

4. Arbitral Awards and Interim Measures.

(a) Remedies.
The arbitrator shall have the right and discretion to:
A. grant any remedy or relief that the arbitrator deems just and equitable, including without limitation specific performance, and all forms of damages, fines and penalties (including without limitation, direct, indirect, incidental, punitive, consequential or special damages or penalties);
B. make final awards as well as interim awards for the purpose of enforcing (i) discovery orders, as well as (ii) other arbitral orders and awards including without limitation interim, interlocutory, or partial orders and awards;
C. award remedies as an amiable compositeur or ex aequo et bono;
D. provide missing terms and conditions to completed or incomplete contracts (whether negotiated, partially negotiated, or non-negotiated);
E. reopen any hearing at any time, before or after an award is made;
F. to the extent the arbitrator determines appropriate to correct errors or otherwise assure that justice is properly administered and the parties are treated fairly, the arbitrator shall have the discretion to (i) reopen any previous arbitral hearings or orders, and (ii) reopen and modify any final, interim, interlocutory, or partial orders and awards;
G. correct any clerical, typographical or computational errors in a previously issued arbitral award;
H. interpret, modify, suspend or revoke a previously issued arbitral award; and
I. make supplemental awards to assist in the enforcement of previously issued arbitral awards.

(b) Protection of Property.
The arbitrator shall have the right to take whatever interim measures the arbitrator deems necessary in the arbitrator's discretion with respect to the subject matter of the dispute. Such measures may include, without limitation, (a) measures for the conservation of property which is the subject matter of dispute, and (b) ordering the deposit of the property with a third person or the sale of perishable goods. Such interim measures may be taken in the form of an interim award and the arbitrator may require security for the costs of such measures. A request for interim measures addressed by a party to a judicial authority shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate.

(c) Form of Award.
The award shall be in writing and shall be signed by the arbitrator. It shall be executed in the manner required by law. 1. Final vs. Interlocutory Awards. With respect to any interim, interlocutory or partial award, the arbitrator may state in the arbitrator's award whether or not it views the award as final, for purposes of any judicial proceedings in connection therewith. 2. Consent Awards. If the parties settle their dispute during the course of the arbitration, the arbitrator may set forth the terms of the agreed settlement in an award. Such an award is referred to as a consent award.


5. International Arbitrations.

(a) Facilities. The arbitrator may elect to provide for arbitration through the facilities of arbitral institutions with whom the Administrator may have, at the time of the arbitration, agreements of cooperation. (b) Arbitration Proceedings. These Arbitration Rules shall govern the arbitration except that to the extent that any portion of these Arbitration Rules is in conflict with an applicable mandatory provision of the laws of any country or political subdivision thereof which provision can't be derogated by the parties, that provision of law shall prevail. (c) Awards. If the arbitration law of the country where an award is made or enforced requires the award to be filed or registered, such requirement shall prevail.

6. Exclusion of Liability.

Neither the Administrator nor any arbitrator (a) shall be liable to any party for any CPI Arbitration Activities, or (b) is or shall be a necessary party in judicial proceedings relating to the arbitration.

7. Fees and Expenses.

The parties shall compensate the Administrator pursuant to the then current Corporate Partnering Institute Arbitration Fee Schedule, which Arbitration Fee Schedule, as amended from time to time by the Administrator, shall be deemed a part of these Arbitration Rules. The parties shall be jointly and severally liable for all CPI Arbitration Fees and Expenses as set out in the above said Arbitration Fee Schedule. As between the parties, unless they have expressly agreed to the contrary, they will be deemed to have agreed amongst themselves to share the CPI Arbitration Fees and Expenses equally.

8. Confidentiality of Arbitration.

The parties shall maintain the confidentiality of the arbitration and shall not rely on, or introduce as evidence in any arbitral, judicial, or other proceeding: (a) views expressed or suggestions made by another party with respect to a possible settlement of the dispute; (b) admissions made by another party in the course of any arbitration proceedings or related discussions; (c) comments or proposals made by, or views expressed by, the arbitrator or any other CPI Arbitration Personnel; (d) the fact that another party had or had not indicated willingness to accept a proposal for settlement made by the arbitrator; and (e) the proceedings under these Arbitration Rules, any related discovery, and the decisions of the arbitrator, except in connection with a judicial challenge to, or enforcement of, an award under these Arbitration Rules, and unless otherwise required by law or permitted by the arbitrator. In no event shall the arbitrator or any other CPI Arbitration Personnel be compelled to divulge any information disclosed during arbitration proceedings or discussions or to testify in regard to the arbitration in any arbitral, judicial, or other proceeding or forum.

9. Miscellaneous.

(a) References to These Rules by Name. These Arbitration Rules may be referred to as or cited in agreements and other documents as: (i) the CPI Rules for Arbitration of Business Disputes, (ii) the Corporate Partnering Institute's Rules of Procedure for Arbitration, (iii) the Corporate Partnering Institute Rules of Procedure for Arbitration, (iv) the CPI Rules of Procedure for Arbitration, (v) the Corporate Partnering Institute's Rules of Arbitration, (vi) the Corporate Partnering Institute Rules of Arbitration, (vii) the CPI Rules of Arbitration, (viii) the Corporate Partnering Institute's Rules of Procedure for International Arbitration, (ix) the Corporate Partnering Institute Rules of Procedure for International Arbitration, (x) the CPI Rules of Procedure for International Arbitration, (xi) the Corporate Partnering Institute's Rules of International Arbitration, (xii) the Corporate Partnering Institute Rules of International Arbitration, (xiii) the CPI Rules of International Arbitration, (xiv) the Corporate Partnering Institute's Rules of Procedure for Business Arbitration, (xv) the Corporate Partnering Institute Rules of Procedure for Business Arbitration, (xvi) the CPI Rules of Procedure for Business Arbitration, (xvii) the Corporate Partnering Institute's Rules for Business Arbitration, (xviii) the Corporate Partnering Institute Rules for Business Arbitration, (xix) the CPI Rules for Business Arbitration, (xx) the Corporate Partnering Institute's Rules of Procedure for Partnering Arbitration, (xxi) the Corporate Partnering Institute Rules of Procedure for Partnering Arbitration, (xxii) the CPI Rules of Procedure for Partnering Arbitration, (xxiii) the Corporate Partnering Institute's Rules for Partnering Arbitration, (xxiv) the Corporate Partnering Institute Rules for Partnering Arbitration, or (xxv) the CPI Rules for Partnering Arbitration.

(b) Application of Rules. Whenever, by stipulation or in a contract, parties have provided for arbitration or conciliation of existing or future disputes under the auspices of, or by, the Administrator or under these Arbitration Rules, they shall be deemed to have made these Arbitration Rules, as amended by the Administrator and in effect as of the date of the submission of the dispute, a part of their agreement and thereby have agreed to these Arbitration Rules. With respect to any particular dispute, the Administrator shall have the discretion to determine whether to accept or decline the arbitration of any dispute under these Arbitration Rules. In the event that Administrator exercises its discretion to decline such arbitration, the Administrator will determine the substitute form of dispute resolution, which substitute form of dispute resolution may include, by way of example and not limitation, the rules of procedure of a court of competent jurisdiction or the rules of procedure of other arbitral organizations.

(c) Partial Invalidity. If any part of these Arbitration Rules, or the application thereof, is for any reason held or otherwise found invalid or unenforceable, it shall be deemed severable and the validity of the remainder of this agreement or the applications of such provisions to other persons, entities or circumstances shall not be affected thereby.

(d) Interpretation of Rules. The Administrator shall have the sole and exclusive right, in its discretion, to interpret these Arbitration Rules in the event of any dispute as to their meaning. The Administrator may delegate the exercise of this right to the arbitrator as well as the right to reverse such delegation. Subject to the above: (i) the arbitrator shall have the power to hear and determine challenges to the arbitrator's jurisdiction; (ii) the arbitrator shall have the power to determine the existence, validity or scope of the contract of which an arbitration clause forms a part, as well as the arbitration clause itself; and (iii) except challenges based on the award itself, any challenges to the jurisdiction of the arbitrator or these Arbitration Rules, or the arbitrability of any claim, shall be made no later than forty-five days after the commencement of the arbitration and, in respect to a counterclaim, no later than forty-five days after the assertion of the counterclaim. For the purposes of challenges to the jurisdiction of the arbitrator, the arbitration clause shall be considered as separable and independent from any contract of which it forms a part.

(e) Captions and Headings. All captions and headings contained herein are for convenience and reference purposes only and shall not be deemed a part of these Arbitration Rules.

(f) Gender and Number. All nouns, pronouns and any variations thereof in these Arbitration Rules shall be deemed to refer to the masculine, feminine, neuter, singular and plural as the context may permit or require.

(g) Arbitrators. Upon receipt of a request for arbitration, the Administrator shall, appoint one or more "arbitrators". The identity and number of arbitrators shall be determined by the Administrator in its discretion. The Administrator shall have the right, in its discretion, to remove any arbitrator as well as appoint replacement or supplemental arbitrators. The authority of replacement and supplemental arbitrators shall be determined by the Administrator in its discretion. Any party shall have the right to submit an objection to the appointment of any arbitrator, but notwithstanding anything to the contrary, the Administrator shall retain the unrestricted discretion to appoint and remove any arbitrator (as well as any replacement or supplemental arbitrators) regardless of the existence or nature of any alleged, actual or purported conflict of interest, whatever its nature.

(h) CPI Arbitration Personnel. For purposes of these Arbitration Rules, "CPI Arbitration Personnel" shall include all of the Corporate Partnering Institute's personnel, including by way of example and not limitation, (a) any owner, director or principal of the Corporate Partnering Institute, (b) any person providing arbitral services under these Arbitration Rules, (c) any lawyer representing the Corporate Partnering Institute, and (d) any employee or subcontractor of the Corporate Partnering Institute engaging in Arbitration Related Activities.

(i) Arbitration Activities. For purposes of these Arbitration Rules, "CPI Arbitration Activities" shall mean any act, omission or activity relating directly or indirectly to (a) these Arbitration Rules, or (b) any matter or dispute submitted to arbitration under these Arbitration Rules.

(j) Discretion. For purposes of these Arbitration Rules, the term "discretion" shall mean discretion that is not directly or indirectly restricted or otherwise fettered except by these Arbitration Rules.

(k) Conflicts. In the event of any conflict between these Arbitration Rules and the agreement between the parties providing for arbitration, these Arbitration Rules shall prevail.

(l) Notices. All notices, statements and written communications may be served on a party by air mail or air courier addressed to the party or its representative at the last known address or by personal service. Facsimile transmission, telex, telegram, or other written forms of electronic communication may be used to give any such notices, statements or written communications. Each party shall be deemed to have consented to any papers, notices, or process necessary or proper for the initiation or continuation of an arbitration under these Arbitration Rules, or for any court action in connection therewith. The entry of judgment on any award made under these Arbitration Rules may be served on a party by mail addressed to the party or its representatives at the last known address or by personal service, in or outside the state or jurisdiction where the arbitration is to be held.

(m) Implied Consent. No judicial proceeding by a party relating to the subject matter of the arbitration shall be deemed a waiver of the party's right to arbitrate. A party knowing of a failure to comply with any provision or requirement of these Arbitration Rules and failing to promptly state its objections in writing, or who proceeds with the arbitration after knowledge that any provision or requirement of these Arbitration Rules has not been complied with, shall be deemed to waive its rights and any related remedy with respect to such failure to comply. Parties to these Arbitration Rules shall be deemed to have consented that judgment upon the arbitration award may be entered in any international, foreign, federal, state or other court having jurisdiction thereof.

To get more information
Call 1-800-948-1700, ask for Heidi
or email Heidi at HeidiRedford@cpi.us