1. Clause Models Suggested dispute resolution clause As it is a contractual creation, the parties have complete freedom to draft the clauses according to the needs of their projects. However, we recommend a simpler drafting if they cannot count on legal advice with technical expertise on how Dispute Boards work, avoiding provisions that make their establishment and operation difficult. The CBMA provides a basic clause that will facilitate the forecast of the use of Dispute Boards, providing transparency and security to the parties from the beginning of contractual negotiations: “The PARTIES agree to establish a Dispute Resolution Committee (“CRD”, or Dispute Board), in accordance with the rules set forth in the Dispute Board Regulations of the CBMA - Brazilian Center for Mediation and Arbitration, available on the internet at http://cbma.com.br/regulamento_dispute_board, for the resolution of disputes or controversies arising from or related to this Agreement, and the type of CRD must be defined by the Parties when signing the CRD Establishment Instrument, in accordance with the Regulations. The Parties undertake to respect the decisions of the CRD and to use it as an effective mechanism for the prevention, resolution and adjudication of disputes. Under no circumstances shall the existence of a dispute or controversy give the right to the Parties to interrupt the execution of the Agreement, and the parties are entitled to appeal [to the Judiciary / Arbitration] in the event of a dispute or controversy.” disagreement with the CRD’s decision, maintaining in force the commitment to respect the CRD’s decisions and to continue executing the Contract until the [Judiciary / Arbitration Court] issues its decision”. Second suggestion for a dispute resolution clause Disputes or controversies arising from or relating to this Contract will be mandatorily submitted to a Dispute Resolution Committee (“CRD”, or Dispute Board), which will have its establishment and activity regulated in accordance with the rules contained in the Dispute Board Regulations of the CBMA - Brazilian Center for Mediation and Arbitration (“Regulations”, available on the internet at http://cbma.com.br/regulamento_dispute_board ). The Committee will act in a [permanent/ad hoc] manner and will be of the [Reviewer/Adjudicator/Mixed] type, composed of [x] member(s) appointed in accordance with the Regulations, which will conduct the procedure in the language [define]. The Parties undertake to respect the decisions of the CRD and to use it as an effective mechanism for preventing, resolving and adjudicating disputes. Under no circumstances shall the existence of a dispute or controversy give the Parties the right to interrupt the execution of the Contract, and the Parties shall be entitled to appeal [to the Judiciary / Arbitration] in the event of disagreement with the CRD's decision, maintaining in force the commitment to respect the CRD's decisions and to continue executing the Contract until the [Judiciary / Arbitration Court] issues its decision”.
