The "Good Faith Negotiation" clause mandates that all parties involved in a contract engage in sincere and honest discussions to resolve any disputes or issues that arise, endeavoring to reach a mutually acceptable agreement without resorting to litigation. This clause ensures that parties commit to cooperative problem-solving and maintain transparent communication throughout the negotiation process.
(a) “Annual Base Salary” means the Executive’s annual base salary rate. As of the Effective Date, Executive’s annual base salary is $0.00 and subject to good faith negotiation and consistent with industry standards as shall be determined upon completion of the public offering of the shares of the Company (the “Offering”).
Bonus: In addition to your annual salary, you are also eligible for the company’s Leaders' Bonus. This annual bonus recognizes and rewards you for the company’s overall performance as well as your individual contributions to the business. Your target bonus award is 60% of your annual salary for year 1 and 75% of your annual salary for year 2. The performance metrics for paying the bonus amounts for year 1 shall be established via good faith negotiation between you and the company no later than 60 days following your Start Date. The performance metrics for paying the bonus amounts for year 2 shall be established via good faith negotiation between you and the company no later than 60 days following the one-year anniversary of the Start Date.
2) Negotiation. In the event of a dispute, the Parties agree to work towards a resolution through good faith negotiation. 3) Mediation or Binding Arbitration. In the event that a dispute cannot be resolved through good faith negotiation, the Parties agree to submit to binding mediation or arbitration.
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.
15.12.2If any Dispute has not been resolved by good faith negotiations between the Parties pursuant to Section 15.12.1, then the Parties shall endeavor to settle the dispute by submitting the matter to binding arbitration by the American Arbitration Association (“AAA”) in New York, New York. Such arbitration may be conducted under the commercial rules then in effect for the AAA except as provided herein. All such proceedings shall be held in English and a transcribed record prepared in English. Each Party shall choose one (1) arbitrator within thirty (30) days of receipt of notice of the intent to arbitrate. Such arbitrators shall thereafter choose a third arbitrator within thirty (30) days of their appointment. Any arbitrator chosen by the Parties or arbitrators will not have a material financial interest in any Party and will have significant experience with the arbitration of similar large, complex, commercial disputes between pharmaceutical companies. Each Party in any arbitration proceeding commenced hereunder shall bear such Party’s own costs and expenses (including expert witness and attorneys’ fees) of investigating, preparing and pursuing such arbitration claim. Nothing in this Agreement shall be deemed as preventing either Party from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the Parties and the subject matter of the dispute as necessary to protect either Party’s name, intellectual property or Confidential Information. If the Dispute involves scientific or technical matters, any arbitrator chosen hereunder shall have educational training and/or experience sufficient to demonstrate a reasonable level of knowledge in the applicable field. The award rendered by the arbitrators with respect to such Dispute shall be written, final and non-appealable, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The existence and contents of the arbitration shall be kept confidential by each Party except to the extent that disclosure may be required to fulfil a legal duty, protect or pursue a legal right, or enforce or challenge an award in legal proceedings.
Arbitration: The parties agree to resolve any controversy, dispute or claim arising out of or relating to your compensation, your employment or the termination thereof or the Letter Agreement or breach thereof (each, a “Dispute”) through good faith negotiation. To the extent any Dispute cannot be resolved by good faith negotiation, the parties agree to submit to binding arbitration administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) or a successor organization, located in New York, NY by a single arbitrator pursuant to its Employment Arbitration Rules & Procedures then in effect. Except as otherwise authorized by applicable law, all awards of the arbitrator shall be binding and non-appealable. The arbitrator’s final award shall be made in writing and delivered to the parties within thirty (30) calendar days following the close of the hearing and shall provide a reasoned basis for the resolution of any Dispute and any relief provided. Judgment upon the award of the arbitrator may be entered in any court having jurisdiction. The arbitrator may grant injunctions or other relief. Notwithstanding anything else set forth herein, neither party shall be precluded from applying to a proper court for injunctive relief by reason of the prior or subsequent commencement of an arbitration proceeding as herein provided. The parties waive the right to (i) join or consolidate claims by other individuals or entities against the other party (including, but not limited to, by becoming a member of a class in a class action); or (ii) bring, maintain, participate in, receive money from, or arbitrate any claim as part of a class, representative, multi-plaintiff, or collective action. If, despite the parties’ express intent to proceed only in individual arbitration, a court nonetheless orders that a class, representative, multi-plaintiff, or collective action should proceed, it may proceed only in court. Any issue concerning the validity or enforceability of this waiver must be decided only by a court and an arbitrator shall have no authority to determine the validity or enforceability of this waiver. The parties agree that this “Arbitration” section shall be governed by the Federal Arbitration Act, and that the arbitrator shall apply New York law to the merits of any Dispute, without regard to conflicts of law principles.
12. Dispute Resolution Seller and TJC shall attempt to settle any and all disputes, controversies or claims arising out of or relating to this Agreement through good faith negotiation. If the matter is not resolved through good faith negotiation, such disputes, controversies or claims may then be resolved consistent with the dispute resolution provisions set forth in Section 14 of the North Carolina RDA. The prevailing party shall be entitled to recover reasonable attorneys’ fees and costs.
Good faith negotiation refers to a sincere intention to deal fairly with others during the negotiation process. Parties engaged in good faith negotiation aim to reach an equitable agreement by being honest, refraining from deception, and making reasonable efforts to settle differences.
Good faith negotiation is often contrasted with negotiations conducted in bad faith, where one or more parties might be deceitful, manipulative, or insincere about their willingness to find a mutually acceptable resolution.
Good faith negotiation is essential in various scenarios, particularly where trust and long-term relationships are critical. Some common situations include:
Business Agreements: Firms engaging in partnerships or collaborations often need to ensure that terms are developed in a fair and honest manner.
Employment Contracts: Employers and employees alike benefit from negotiating in good faith to avoid disputes and foster a positive working relationship.
Dispute Resolution: Good faith negotiation is a cornerstone of mediation and arbitration processes where parties seek to resolve conflicts without litigation.
International Relations: Countries and governments often engage in good faith negotiations to address diplomatic concerns or trade agreements.
When drafting clauses related to good faith negotiation in contracts, it’s important to use clear and precise language. Here’s a basic guideline to structure such a clause:
Good Faith Negotiation Clause:
The Parties agree to engage in good faith negotiations to resolve any disputes arising under this Agreement. Each Party shall act honestly and fairly, provide necessary and relevant information to the other Party, and make a genuine effort to reach an equitable resolution. In the event that a Party fails to negotiate in good faith, the aggrieved Party may seek appropriate remedies, including but not limited to mediation or arbitration.
Good faith negotiation clauses can be found in a wide variety of contracts, particularly those where long-term relationships or complex terms are involved. Examples include:
Commercial Contracts: Agreements between businesses, such as supply agreements, joint ventures, and franchise agreements.
Employment Agreements: Contracts detailing the terms and conditions of employment, including non-compete clauses and severance agreements.
Real Estate Contracts: Purchase agreements, lease agreements, and property development contracts often include good faith negotiation clauses.
Service Agreements: Contracts for the provision of services, whether they are consulting, maintenance, or other professional services.
International Trade Agreements: Treaties and contracts involving parties from different countries often stipulate good faith negotiation to manage disputes and terms effectively.
Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
The "Governing Law and Jurisdiction" clause specifies which region's legal framework will be applied in interpreting and enforcing the terms of a contract and designates the location where any legal disputes will be resolved. This clause is crucial for determining procedural and substantive legal matters, ensuring both parties are aware of the legal standards and courts that will have authority in case of conflicts.
HSSE (Health, Safety, Security, and Environmental) standards are contractual clauses that set out the specific requirements and practices that parties must adhere to in order to ensure a safe, secure, and environmentally responsible working environment. These standards are designed to mitigate risks, protect personnel and assets, and ensure compliance with relevant laws and regulations.
The "Incorporation of Recitals" clause specifies that the introductory statements (recitals) of a contract are fully integrated into the body of the agreement, making them legally binding and enforceable. This ensures the context and intentions outlined in the recitals are considered as part of the contractual obligations of the parties involved.
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