CPI Rules for Mediation of Business Disputes

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

1. How to Request Mediation.
   
   Any party to a dispute may initiate mediation by filing with the Corporate Partnering Institute (herein referred to as "CPI" and as "Administrator") a request for mediation pursuant to these Mediation 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. Either Party Can Elect to Terminate the Mediation Proceedings.
   
   If any party determines that further efforts at mediation will not contribute to a resolution of the dispute, that party may terminate the mediation proceedings upon thirty days written notice to the other parties and the mediator. Such notice must contain an explanation of what such party believes to be the respective positions of the parties and why the differences between these positions are unlikely to be resolved through mediation. The mediator may, at its discretion, extend the mediation proceedings up to an additional forty five days beyond the said thirty day period.
   
   

3. Role of the Mediator.
   
   The mediator does not have authority to impose a settlement on the parties but will attempt to help them reach a mutually acceptable resolution of their dispute. While the mediator may propose a settlement to the parties of a dispute under mediation, the parties shall not be bound by any settlement unless and until they agree to it on their own
   
   

4. Appointment of Mediator.
   
   Upon receipt of a request for mediation, the Administrator will appoint the "mediator". The Administrator shall have the right, at its discretion, to remove any mediator as well as appoint replacement or supplemental mediators.
   
   

5. Confidentiality of Mediation.
   
   The parties shall maintain the confidentiality of the mediation 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 mediation proceedings or related discussions; (c) comments or proposals made by, or views expressed by, the mediator or any other CPI Mediation Personnel; or (d) the fact that another party had or had not indicated willingness to accept a proposal for settlement made by the mediator. In no event shall the mediator or any other CPI Mediation Personnel be compelled to divulge any information disclosed during mediation proceedings or discussions or to testify in regard to the mediation in any arbitral, judicial, or other proceeding or forum.
   
   

6. The Mediation Proceedings.
   
   The Mediator shall have the right, authority and discretion to: (a) determine the dates, times and places of the mediation sessions; (b) determine the agenda, process and procedures to be followed prior to, during, and following each mediation session; (c) determine the processes for presenting witnesses and evidence and memoranda and whether or not a mediation 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 mediation is to be conducted and whether or not recordings or stenographic records of the proceedings will be made; and (f) end the mediation proceedings if the mediator determines that further efforts at mediation will not contribute to a resolution of the dispute.
   
   

7. Exclusion of Liability.
   
   Neither the Administrator nor any mediator (a) shall be liable to any party for any CPI Mediation Activities, nor (b) is or shall be a necessary party in judicial proceedings relating to the mediation.
   
   

8. Fees and Expenses.
   
   The parties shall compensate the Administrator pursuant to the then current Corporate Partnering Institute Mediation Fee Schedule, which Mediation Fee Schedule, as amended from time to time by the Administrator, shall be deemed a part of these Mediation Rules. The parties shall be jointly and severally liable for all CPI Mediation Fees and Expenses as set out in the above said Mediation 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 Mediation Fees and Expenses equally. Where the parties have attempted mediation under these Mediation Rules but have failed to reach settlement, and they elect to proceed under the Corporate Partnering Institute's Rules of Procedure for Arbitration, the Administrator will apply the unapplied balance of such deposits, if any, toward subsequent arbitration under the said Rules of Procedure for Arbitration.
   
   

9. Miscellaneous.
   
   (a) References to These Rules by Name.
   
   These Mediation Rules may be referred to as or cited in agreements and other documents as: (i) the CPI Rules for Mediation of Business Disputes, (ii) the Corporate Partnering Institute's Rules of Procedure for Non-Binding Mediation, (iii) the Corporate Partnering Institute Rules of Procedure for Non-Binding Mediation, (iv) the CPI Rules of Procedure for Non-Binding Mediation, (v) the Corporate Partnering Institute's Rules of Procedure for Mediation, (vi) the Corporate Partnering Institute Rules of Procedure for Mediation, (vii) the CPI Rules of Procedure for Mediation, (viii) the Corporate Partnering Institute's Rules of Mediation, (ix) the Corporate Partnering Institute Rules of Mediation, (x) the CPI Rules of Mediation, (xi) the Corporate Partnering Institute's Rules of Procedure for Business Mediation, (xii) the Corporate Partnering Institute Rules of Procedure for Business Mediation, (xiii) the CPI Rules of Procedure for Business Mediation, (xiv) the Corporate Partnering Institute's Rules for Business Mediation, (xv) the Corporate Partnering Institute Rules for Business Mediation, (xvi) the CPI Rules for Business Mediation, (xvii) the Corporate Partnering Institute's Rules of Procedure for Partnering Mediation, (xviii) the Corporate Partnering Institute Rules of Procedure for Partnering Mediation, (xix) the CPI Rules of Procedure for Partnering Mediation, (xx) the Corporate Partnering Institute's Rules for Partnering Mediation, (xxi) the Corporate Partnering Institute Rules for Partnering Mediation, or (xxii) the CPI Rules for Partnering Mediation.
   
   (b) Application of Rules.
   
   Whenever, by stipulation or in a contract, parties have provided for mediation or conciliation of existing or future disputes under the auspices of, or by, the Administrator or under these Mediation Rules, they shall be deemed to have made these Mediation 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 Mediation Rules.
   
   (c) Partial Invalidity.
   
   If any part of these Mediation 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 to interpret these Mediation Rules in the event of any dispute as to their meaning.
   
   (e) Discretion.
   
   For purposes of these Mediation Rules, the term "discretion" shall mean discretion that is not directly or indirectly restricted or otherwise fettered except by these Mediation Rules.
   
   (f) Captions and Headings.
   
   All captions and headings contained herein are for convenience and reference purposes only and shall not be deemed apart of these Mediation Rules.
   
   (g) Gender and Number.
   
   All nouns, pronouns and any variations thereof in these Mediation Rules shall be deemed to refer to the masculine, feminine, neuter, singular and plural as the context may permit or require.
   
   (h) CPI Mediation Personnel.
   
   For purposes of these Mediation Rules, "CPI Mediation Personnel" shall include all of the Corporate Partnering Institute's personnel, including by way of example and not limitation, (i) any owner, director or principal of the Corporate Partnering Institute, (ii) any person providing mediation services under the Mediation Rules, (iii) any lawyer representing the Corporate Partnering Institute, and (iv) any employee or subcontractor of the Corporate Partnering Institute engaging in Mediation Activities.
   
   (i) Mediation Activities.
   
   For purposes of these Mediation Rules, "CPI Mediation Activities" shall mean any act, omission or activity relating directly or indirectly to (1) these Rules, or (2) any matter or dispute submitted to mediation under these Mediation Rules.