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Sample Arbitration Clauses Contained in Law Firm Retainer Agreements Many law firms include arbitration clauses in their

retainer agreements with commercial clients so that they can obtain the benefits of arbitration in the rare event that a dispute arises out of a lawyer client relationship, namely a cost effective, expeditious, and private resolution of those disputes. The following arbitration clauses were contained in law firm retainer agreements that resulted in arbitrations filed with the American Arbitration Association. The parties that included these clauses ranged from large multinational firms to very small, local practices. These clauses are provided for illustrative purposes only, and the AAA neither suggests nor endorses any of these examples in a particular circumstance. Instead, the inclusion of an arbitration clause should take place after considering your firms particular needs, and after determining whether state or other laws would impact the ability of attorneys to include arbitration clauses in their retainer agreements.

Example 1: It is hereby agreed that any controversy or claim arising out of or relating to this letter, our fees or our representation of you shall be settled by arbitration administered in Chicago, Illinois, pursuant to a single arbitrator arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Example 2: We look forward to a long and mutually productive relationship with you. If you become dissatisfied, however, for any reason with the fees charged or the services we have performed, we encourage you to bring that to our attention immediately. It is our belief that most such problems can be resolved by good faith discussions. Nevertheless, it is always possible that some dispute will arise that cannot be resolved between us. We believe that such disputes can be resolved more expeditiously and with less expense to all concerned by binding arbitration rather than by court proceedings. Arbitration is a process by which both parties to a dispute agree to submit the matter to an arbitrator and to abide by the arbitrators decision. In arbitration, there is no right to a trial by jury, and the arbitrators legal and factual determinations are generally not subject to appellate review. Rules of evidence and procedure are often less formal and rigid than in a court trial. Arbitration usually results in a final decision much more quickly than proceedings in court, and the attorneys fees incurred by both sides are usually substantially less. Of course, you are encouraged to discuss the advisability of arbitration with other counsel or any of your other advisors and to ask any questions you have about arbitration. By executing this letter you agree that if any dispute between you and this Firm arises out of this Agreement, our relationship with you or our performance of any past, current or future legal services, whether those services are subject of this particular engagement

letter or otherwise, that dispute will be resolved through a binding arbitration proceeding to be conducted under the auspices of the Commercial Arbitration Rules of the American Arbitration Association in New York, New York. The disputes subject to binding arbitration will include without limitation, disputes regarding attorneys fees or costs and those alleging negligence, malpractice, breach of fiduciary duty, fraud or any claim based upon a statute. Both the agreement of the parties to arbitrate all disputes and the results and awards rendered through the arbitration will be final and binding on you and us and may be specifically enforced by legal proceedings. Arbitration will be the sole means of resolving such disputes, and both parties waive their rights to resolve disputes by court proceedings or any other means. Example 3: It is our goal to maintain at all times a constructive and positive relationship with you on the matter described above and on future matters in which we may perform services (this letter is intended to cover such future matters as well). However, should a dispute arise between us, we believe that a prompt and fair resolution is in the interests of all concerned. To this end, if any controversy or claim arises out of or relating to this agreement or any services provided by us to you in connection with the above described matters or any other matters (including malpractice claims and fee disputes), we both waive any right to bring a court action or have a jury trial and agree that the dispute shall be submitted to binding arbitration to be conducted in New York City before the American Arbitration Association (AAA) in accordance with the Commercial Arbitration Rules of the AAA. Example 4: In the event there are any disputes concerning this agreement or the services rendered to the client, such disputes will be arbitrated in Chicago, IL in accordance with the rules of the American Arbitration Association. Any award will be enforceable in any court of competent jurisdiction. Example 5: It is our goal to maintain at all times a constructive and positive relationship with you on the matter described above and on future matters in which we may perform services (this letter is intended to cover such future matters as well). However, should a dispute arise between us, we believe that a prompt and fair resolution is in the interest of all concerned. To this end, if any controversy or claim arises out of or relating to this agreement or any services provided by us to you in connection with the above described or any other matters (including malpractice claims and fee disputes), we both waive any right to bring court action or have a jury trial and agree that the dispute shall be submitted to binding arbitration to be conducted in Miami before the American Arbitration Association (AAA) and the Dispute Resolution Procedures attached hereto. Example 6: If you disagree with the amount of our fees or other charges at any time, or if you have concerns as to any other matter related to or arising out of our engagement, including the

nature and quality of our services, please discuss any such questions or concerns with us. Typically, such questions or concerns can be resolved to the satisfaction of both parties with little inconvenience or formality. In the event any dispute cannot be resolved informally, you agree to resolve any and all disputes with the Firm, or with any of our lawyers or staff arising from or relating to our work for you, including but not limited to disputes over fees and charges, exclusively through private and confidential binding arbitration before the American Arbitration Association, under the Rules for Commercial Disputes, before one neutral arbitrator for any dispute where the claim is less than $100,000, or before three neutral arbitrators for any larger dispute. We also advise you that in the event of a dispute that cannot be readily resolved, you may have the right to request arbitration in New York City under Part 137 of the Rules of the Chief Administrator of the Office of Court Administration of the New York State Unified Court System or under applicable bar association procedures. By signing this engagement letter, you waive the right and agree to binding private arbitration as provided above. Example 7: In the event a dispute arises concerning any aspect of the relationship between the Firm and the Client, including fee disputes or claims of legal malpractice, the parties agree to follow this procedure: (1) discuss and attempt to negotiate a resolution of the matter; and (2) upon failure to resolve the issue according to step (1), submit the dispute to final and binding arbitration in Santa Clara County under the Commercial Rules of the American Arbitration Association then in effect. The parties agree that Expedited Procedures shall apply regardless of the amount of the Firms claims, except the Expedited Procedures shall not apply to the extent the Client asserts a Counterclaim(s). In addition to the foregoing, in the event a dispute arises between the Firm and Client regarding fees, the Client has the right to submit that dispute under the attorney fee arbitration procedures that exist under California Law. Such fee arbitrations are not binding, unless both parties agree in advance, and do not encompass legal malpractice or other non-fee claims. Example 8: The Company agrees that all disputes arising out of or relating to this engagement or our professional services, including fees and costs, in connection with our representation of the Company shall be submitted to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be held in the District of Columbia. The arbitrator(s) shall have no authority to award punitive damages, or to treble or otherwise multiply actual damages. The prevailing party in any such arbitration shall be entitled to recover its attorneys fees and costs, including those incurred or to be incurred in connection with any appeal. Example 9: We do not anticipate having any disagreements with your company about the quality, cost or appropriateness of our services, but if any concerns about these matters arise, please notify us immediately. We will endeavor to resolve any disagreement in a fair and

amiable manner. If it is not possible to resolve the disagreement ourselves, then each of us agrees to resolve any disputes or claims between us, including any relating to our fees or quality or appropriateness of our services, by binding and confidential arbitration under the auspices and applicable rules of the American Arbitration Association (AAA), in New York, New York.