WIPO Model Mediation Submission Agreement to Facilitate Contract Negotiation or the Resolution of Life Sciences Disputes

1. We, the undersigned Parties, hereby agree to submit to mediation in accordance with the WIPO Mediation Rules the:

[following matter in relation to the ongoing negotiations relating to [brief description] [1]]
[following dispute [brief description of the dispute]

2. The appointment of the mediator shall take place in accordance with the procedure set out in Article 7(a) of the WIPO Mediation Rules. In proposing candidates to the Parties, the WIPO Arbitration and Mediation Center (WIPO Center) shall to the extent possible draw on its open-ended List of Experts Specialized in Life Sciences.

3. [Optional: Standing Mediator [2]

The mediator shall remain appointed as mediator for the duration of

[contract(s) concluded as a result of the mediation] OR [specify contract(s)]

to facilitate the resolution of any disputes or disagreements that may arise concerning the performance of such contract(s). [3]]

4. The place of mediation shall be [specify place]. Mediation sessions may be held through video or audio conferencing platforms with agreement of all parties.[4] The language to be used in the mediation shall be [specify language].

Footnotes

[1] Parties may utilize other options to facilitate contract negotiations such as: (1) Depository of Confidential Information: parties may deposit confidential information with an independent WIPO-appointed expert. Such an expert could assess the know-how that is to be transferred and/or to identify whether there are any gaps in information provided. The mediator may also assist parties with concluding a confidentiality undertaking in relation to such information; (2) Escrow: parties may agree to deposit a sum of money in escrow with an agreed escrow agent to demonstrate their willingness to conclude an agreement. If contract negotiations are not concluded successfully, such funds would be returned to the parties.

[2] Parties may use a standing mediator as an alternative to a DRB. Alternatively, a DRB may be used if a settlement is not reached through the mediation.

[3] Parties may consider whether they wish to provide regular updates on the performance of the contract to the Mediator and to pay a retainer to the mediator in consideration for remaining informed regarding the contract performance:  “The Parties shall provide the mediator with [monthly/quarterly] updates on the performance of each Party’s obligations under such contracts. The Parties shall pay a [monthly/quarterly] fee of [ ] to the mediator in consideration for remaining appointed as mediator for the duration of such contracts and remaining up to date with the performance of such contracts.

[4] See Article 10 of the WIPO Mediation Rules and the WIPO Checklist for the Online Conduct of Mediation and Arbitration Proceedings.

WIPO Model Mediation Clause for the Resolution of Life Sciences Disputes

1. Any dispute, controversy or claim arising under, out of or relating to this contract and any subsequent amendments of this contract, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be submitted to mediation in accordance with the WIPO Mediation Rules.

2. The appointment of the mediator shall take place in accordance with the procedure set out in Article 7(a) of the WIPO Mediation Rules. In proposing candidates to the Parties, the WIPO Arbitration and Mediation Center shall to the extent possible draw on its open-ended List of Experts Specialized in Life Sciences.

3. [Optional: Standing Mediator [1]

The mediator shall remain appointed as mediator for the duration of [specify contract(s)] to facilitate the resolution of any disputes or disagreements that may arise concerning the performance of such contracts. [2]]

The place of mediation shall be [specify place]. Mediation sessions may be held through video or audio conferencing platforms with agreement of all parties. [3] The language to be used in the mediation shall be [specify language]. [4].

Footnotes

[1] Parties may use a standing mediator as an alternative to a DRB. Alternatively, a DRB may be used if a settlement is not reached through the mediation.

[2] Parties may consider whether they wish to provide regular updates on the performance of the contract to the Mediator and to pay a retainer to the mediator in consideration for remaining informed regarding the contract performance:  “The Parties shall provide the mediator with [monthly/quarterly] updates on the performance of each Party’s obligations under such contracts. The Parties shall pay a [monthly/quarterly] fee of [ ] to the mediator in consideration for remaining appointed as mediator for the duration of such contracts and remaining up to date with the performance of such contracts.”

[3] See Article 10 of the WIPO Mediation Rules and the WIPO Checklist for the Online Conduct of Mediation and Arbitration Proceedings.

[4] If the parties wish to combine WIPO Mediation with WIPO DRB, they may use the WIPO Mediation followed, in the absence of settlement, by DRB clause.  

WIPO Model Dispute Resolution Board (DRB) Clause for the Resolution of Life Sciences Disputes

1. Referral of Disputes [1]

Any dispute or difference between the Parties arising under, out of or relating to this contract [and any related contracts [insert details]] and any subsequent amendments of this contract [and any related contracts [insert details]] shall be referred to a DRB by filing a Request[2] in accordance with the WIPO Expert Determination Rules as amended by this clause.

2.  Definitions

In this clause:

“Rules” means the WIPO Expert Determination Rules

“DRB” means the Dispute Resolution Board appointed by the Parties under this contract

Words and expressions shall have the same meanings as are assigned to them in the Rules. The words “expert(s)” and “Dispute Resolution Board/DRB Member(s)” shall be used synonymously.

3.  Composition of DRB [3]

[Option 1: The Parties agree to appoint the following to act as [sole DRB Member/ a panel of [3] DRB Members]:

[Name(s)]]

[Option 2: The DRB shall consist of a [sole DRB Member/ panel of [3] DRB Members] appointed in accordance with Article 9 of the Rules. In making any appointment under Article 9 of the Rules, the Center shall to the extent possible draw on its open-ended List of Experts Specialized in Life Sciences.

4. Term of Appointment

(a) The DRB Member(s) shall serve as DRB Member(s) for [the duration of this contract] [the period starting from the date of this contract and ending on the date that is [six months] following the date of termination of this contract].

(b) The DRB Member(s) may terminate their appointment at any time by giving the Parties [three months] written notice.

(c) The Parties may agree to terminate the appointment of any DRB Member at any time with immediate effect.

(d) Where the appointment of a DRB Member is terminated in accordance with this clause, the Parties may agree to appoint a new DRB Member.

5. [Optional: Information Sharing

The Parties shall provide the DRB Member(s) with [monthly/quarterly] updates on the performance of each Party’s obligations under this contract and the DRB Member(s) shall review such updates and may request any further information the DRB Member(s) consider is necessary to enable the DRB Member(s) to remain informed on the performance of this contract.]

6. Determination [and Escalation to Arbitration]

(a) The determination made by the DRB shall be [binding/non-binding] upon the Parties, unless otherwise agreed by the Parties.

(b) [Within [30] days of the communication by the DRB of its determination to the Parties, a Party may refer the matter referred to the DRB to WIPO [Expedited] Arbitration by filing a Request for Arbitration to be finally determined in accordance with the WIPO [Expedited] Arbitration Rules. [The arbitral tribunal shall consist of [a sole arbitrator] [three arbitrators].] In making any default appointment under the WIPO [Expedited] Arbitration Rules, including proposing candidates to the Parties, the Center shall to the extent possible draw on its open-ended List of Experts Specialized in Life Sciences. The place of arbitration shall be [specify place].

7. Fees and Expenses

The fees of the DRB Member(s) shall be fixed after consultation with the DRB Member(s) and the Parties in accordance with Article 22 of the Rules.

[Optional: The Parties shall pay a [monthly/quarterly] fee of [ ] to the DRB Member(s) in consideration for remaining informed regarding the performance of this contract. [4]]

8. Communications

Any communication relating to the DRB proceedings shall be by email and/or through the use of WIPO eADR. [5]

9. Language

The language to be used in the DRB proceedings [and any arbitration pursuant to Section 6(b) of this clause] shall be [specify language].

Footnotes

[1] To submit an existing dispute to WIPO Expert Determination, parties may use the WIPO Expert Determination Submission Agreement.

[2] The information that needs to be provided in a Request is set out in Article 5 of the WIPO Expert Determination Rules

[3] If a WIPO Mediator was appointed by the parties to facilitate the negotiation of the contract, and the parties consider that it would be useful to retain the mediator’s services, the same WIPO Mediator may be appointed to be a DRB Member. In addition, where parties have created a Joint Steering Committee, or similar committee, to oversee the performance of the contract, the parties may appoint members of such Joint Steering Committee to act as DRB Members.

[4] This may be relevant if the DRB members received information under optional clause 5 “Information Sharing”.

[5] Further information regarding WIPO eADR may be accessed here: https://www.wipo.int/amc/en/eadr/

WIPO Model Mediation followed, in the absence of settlement, by Dispute Resolution Board (DRB) Clause for the Resolution of Life Sciences Disputes

I. Mediation

1. Any dispute, controversy or claim arising under, out of or relating to this contract and any subsequent amendments of this contract, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be submitted to mediation in accordance with the WIPO Mediation Rules.

2. The appointment of the mediator shall take place in accordance with the procedure set out in Article 7(a) of the WIPO Mediation Rules. In proposing candidates to the Parties, the WIPO Arbitration and Mediation Center shall to the extent possible draw on its open-ended List of Experts Specialized in Life Sciences.

The place of mediation shall be [specify place]. Mediation sessions may be held through video or audio conferencing platforms with agreement of all parties.[1] The language to be used in the mediation shall be [specify language].

II. DRB

1. Referral of Disputes

If, and to the extent that, any such dispute or difference has not been settled pursuant to the mediation within [60][90] days of the commencement of the mediation, it shall be referred to a DRB upon the filing of a Request [2] by either party in accordance with the WIPO Expert Determination Rules as amended by this clause.

2. Definitions

In this clause:

“Rules” means the WIPO Expert Determination Rules

“DRB” means the Dispute Resolution Board appointed by the Parties under this contract

Words and expressions shall have the same meanings as are assigned to them in the Rules. The words “expert(s)” and “Dispute Resolution Board/DRB Member(s)” shall be used synonymously.

3. Composition of DRB [3]

[Option 1: The Parties agree to appoint the following to act as [sole DRB Member/ a panel of [3] DRB Members]:

[Name(s)]]

[Option 2: The DRB shall consist of a [sole DRB Member/ panel of [3] DRB Members] appointed in accordance with Article 9 of the Rules. In making any appointment under Article 9 of the Rules, the Center shall to the extent possible draw on its open-ended List of Experts Specialized in Life Sciences.

4. Term of Appointment

(a) The DRB Member(s) shall serve as DRB Member(s) for [the duration of this contract] [the period starting from the date of this contract and ending on the date that is [six months] following the date of termination of this contract].

(b) The DRB Member(s) may terminate their appointment at any time by giving the Parties [three months] written notice.

(c) The Parties may agree to terminate the appointment of any DRB Member at any time with immediate effect.

(d) Where the appointment of a DRB Member is terminated in accordance with this clause, the Parties may agree to appoint a new DRB Member.

[5. Optional: Information Sharing

The Parties shall provide the DRB Member(s) with [monthly/quarterly] updates on the performance of each Party’s obligations under this contract and the DRB Member(s) shall review such updates and may request any further information the DRB Member(s) consider is necessary to enable the DRB Member(s) to remain informed on the performance of this contract.]

6. Determination [and Escalation to Arbitration]

(a) The determination made by the DRB shall be [binding/non-binding] upon the Parties, unless otherwise agreed by the Parties.

(b) [Within [30] days of the communication by the DRB of its determination to the Parties, a Party may refer the matter referred to the DRB to WIPO [Expedited] Arbitration by filing a Request for Arbitration to be finally determined in accordance with the WIPO [Expedited] Arbitration Rules. [The arbitral tribunal shall consist of [a sole arbitrator] [three arbitrators].] In making any default appointment under the WIPO [Expedited] Arbitration Rules, including proposing candidates to the Parties, the Center shall to the extent possible draw on its open-ended List of Experts Specialized in Life Sciences. The place of arbitration shall be [specify place].

7. Fees and Expenses

The fees of the DRB Member(s) shall be fixed after consultation with the DRB Member(s) and the Parties in accordance with Article 22 of the Rules.

[Optional: The Parties shall pay a [monthly/quarterly] fee of [ ] to the DRB Member(s) in consideration for remaining informed regarding the performance of this contract. [4]]

8. Communications

Any communication relating to the DRB proceedings shall be by email and/or through the use of WIPO eADR. [5]

Language

The language to be used in the DRB proceedings [and any arbitration pursuant to Section 6(b) of this clause] shall be [specify language].

Footnotes

[1] See Article 10 of the WIPO Mediation Rules and the WIPO Checklist for the Online Conduct of Mediation and Arbitration Proceedings.

[2] The information that needs to be provided in a Request are set out in Article 5 of the WIPO Expert Determination Rules.

[3] If a WIPO Mediator was appointed by the parties to facilitate the negotiation of the contract, and the parties consider that it would be useful to retain the mediator’s services, the same WIPO Mediator may be appointed to be a DRB Member. In addition, where parties have created a Joint Steering Committee, or similar committee, to oversee the performance of the contract, the parties may appoint members of such Joint Steering Committee to act as DRB Members.

[4] This may be relevant if the DRB members received information under optional clause 5 “Information Sharing”.

[5] Further information regarding WIPO eADR may be accessed here: https://www.wipo.int/amc/en/eadr/.