Good faith negotiation clause samples

12.4 Dispute Resolution. The Parties shall seek to settle any dispute, controversy or claim relating to this Agreement through good faith negotiation. As to disputes relating to use or display of Trademarks within the Branding Territory, if within (10)days after one Party notifies the other Party of any dispute in writing, the Parties fail to resolve such dispute through good faith negotiation, a legal suit, action, or proceeding may be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the city of San Jose and County of Santa Clara, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. As to disputes relating to use or display of Trademarks outside the Branding Territory, if within (30)days after one Party notifies the other Party of any dispute in writing, the Parties fail to resolve such dispute through good faith negotiation, such dispute shall be settled through arbitration by the Singapore International Arbitration Centre (SIAC) under its latest version of rules of arbitration in force when the arbitration is initiated. The arbitration award shall be final and binding on the Parties. The place of arbitration shall be Singapore. The arbitration proceedings shall be conducted in English by a panel of three arbitrators who are fluent in the English language. Each party shall have the authority to nominate one arbitrator in accordance with SIAC rules. Following confirmation of the two party-nominated arbitrators, they shall select a third neutral arbitrator to serve as the presiding arbitrator in accordance with SIAC rules.

8.2 Any disputes between the two parties on the interpretation and performance of terms hereunder shall be settled by the two parties through good faith negotiation. Should the negotiation fail, either party may refer such dispute to the Guangzhou Arbitration Commission for arbitration in accordance with the prevailing arbitration rules. The arbitration shall be conducted in Chinese. The arbitration award shall be final and binding on the two parties.

6.1 Any dispute between the Parties to this Agreement about the interpretation and performance of the terms hereunder shall be settled by the respective parties through good faith negotiation. Should the negotiation fail, either party may refer such dispute to the Guangzhou Arbitration Commission for arbitration in accordance with its arbitration rules in effective at that time. The arbitration shall be conducted in Chinese. The arbitration award shall be final and binding on the respective parties.

We also note that the Board’s statement that it “made several attempts to reach an agreeable solution with Velan” does not paint the full picture. In the Company’s second and final counter proposal, the Board essentially repeated its original proposal, which we found to be wholly inadequate and not made in the spirit of a good faith negotiation. Indeed, the Board conveniently omits that Velan made two substantially different proposals and the only reason Velan didn’t respond to the Company’s latest counter proposal is because we felt that the proposal lacked any meaningful progress from our prior proposal, which was conveyed to the Company. Moreover, the Board’s alleged “attempts” apparently do not include the emails, letters, or phone calls Melissa Downs, the Company’s Associate Director, Investor Relations, or Peter Crowley neglected to return in a timely manner, if at all. The silence in response to our press releases calling for transparency and the missing follow-up from the Board following our first in-person meeting are reflective of the true lack of effort and good faith attempts by the Board.

relating to this Agreement or breach thereof shall be shall first be settled through good faith negotiation. If the dispute cannot be settled through negotiation, the parties agree to attempt in good faith to settle the dispute by mediation administered by JAMS. If the parties are unsuccessful at resolving the dispute through mediation, the parties agree to final and binding arbitration before a three-member arbitration panel in the State of New York, Kings County, in accordance with the Rules of the American Arbitration Association (“AAA”) then in effect. The arbitrators shall be selected by the AAA and each shall be an attorney-at-law experienced in the field of corporate and/or employment law. However, the parties explicitly agree to appellate review of any such award by a court of competent jurisdiction. Thus, any arbitration award may be entered in any court of competent jurisdiction in the State of New York, Kings County; provided that in the event that a party moves to confirm or vacate the arbitration award, the parties agree that the applicable standard of review shall be de novo.