March 2003

Example of Dispute Resolution Clause for Partnership Agreement or Employment Agreement Dispute Resolution

The parties shall attempt to resolve promptly any dispute arising out of or relating to this Agreement by good-faith negotiation between individuals with authority to settle the dispute. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Within 15 days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and the response shall include a statement of the party’s concerns and perspectives on the issues in dispute and a summary of supporting facts and circumstances. Within 30 days after delivery of the original notice, the parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary to attempt to resolve the dispute. All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence.

If the dispute has not been resolved by negotiation within 60 days of the disputing party’s notice, or if the parties fail to meet within 30 days of such notice, the parties shall try in good faith to resolve the dispute by mediation under the then current Mediation Rules and Procedures (“Mediation Rules”) of the New York State Society of Certified Public Accountants (“NYSSCPA”) before resorting to arbitration. In the event the dispute is excluded from the NYSSCPA Mediation Rules, the parties agree to try in good faith to resolve the dispute by mediation under the then current mediation procedures of the American Arbitration Association (“AAA”).