Model Clauses

Mediation Clauses for Contracts

Disputes in business relationships are unavoidable, but they can be regulated in advance. For this reason, it is advisable to include a mediation clause in every contract.

Mediation clauses define how the process is initiated, who conducts it, and when parties may pursue litigation or arbitration. They create a reliable framework and help protect business relationships.

This page provides copy-ready model clauses and a checklist for drafting dispute resolution clauses.

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Which Clause Is Appropriate?

The right mediation clause depends on the parties’ specific needs. In general, there are two primary types:

Non-binding Mediation Clause. This clause offers maximum flexibility. The parties may attempt mediation, but they remain free to pursue litigation at any time. It lowers barriers to entry and supports voluntary settlement.

Binding Mediation Clause. This clause requires the parties to conduct a mediation before filing a lawsuit or commencing arbitration. It is suitable when the parties want a structured, mandatory attempt at settlement before entering formal proceedings.

Note: Depending on the clause, applications for interim or emergency relief may still be possible at any time.

Model Clauses

Note: The following mediation clauses (also referred to as conciliation clauses, depending on wording) do not constitute legal advice. Before using any clause, ensure it is adapted to your specific contractual situation. On the “Case Law” subpage you will find selected court decisions on the validity and scope of out-of-court dispute resolution clauses. Our experts are available to assist you.

Non-Binding Mediation Clause

„The parties may initiate a mediation procedure under the Rules of Procedure of CenaCom GmbH for any dispute arising out of or in connection with this contract, in order to reach an amicable resolution. There is no obligation to do so. Either party may pursue legal action at any time. The provisions of the CenaCom GmbH Rules of Procedure in effect at the time the mediation is initiated shall apply.“

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Binding Mediation Clause

„In the event of any dispute arising out of or in connection with this contract, the parties are obligated to conduct a mediation procedure under the Rules of Procedure of CenaCom GmbH before initiating litigation or arbitration. If the parties do not reach a full settlement during mediation, they may pursue legal action thereafter. This does not affect the right of either party to seek interim or emergency relief at any time. The provisions of the CenaCom GmbH Rules of Procedure in effect at the time the mediation is initiated shall apply.“

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Checklist: Dispute Resolution Clause

1

Initiation of the Procedure and Appointment of the Neutral

A dispute resolution clause should specify how the procedure is initiated and who will conduct or administer it.

2

Clear and Practical Drafting

The wording should be precise, workable, and easy to apply in practice.

3

Failure of Mediation

A dispute resolution clause should clearly define when mediation is deemed to have failed and when either party is permitted to submit the matter to a court or an arbitral tribunal.

4

Multi-Tier Dispute Resolution Clauses

Dispute resolution clauses may establish a tiered process:

1. Bilateral negotiation: As a first step, the parties should attempt to resolve the disagreement through direct negotiation.

2. Involvement of a neutral third party: As a second step, the clause may outline the conditions under which a neutral third party may be appointed to assist the parties in resolving their dispute.

3. Recourse to courts or arbitration: Finally, the clause should specify whether, after unsuccessful mediation or conciliation, the parties may submit the dispute to arbitration or pursue litigation before state courts.

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