Agreement: Mediation and Arbitration Agreement
Dear [Name of ABC Company Employee]:
Although ABC Company hopes that employment disputes with its employees will not occur, ABC believes that when these disputes do arise, it is in the mutual interest of all concerned to handle them promptly and with a minimum of disturbance to the operations of ABC's businesses and the lives of its employees.
Accordingly, to provide for more expeditious resolution of certain employment-related disputes that may arise between ABC Company and its employees, ABC has instituted a mandatory mediation and arbitration procedure (the ABC Mediation and Arbitration Procedure or the Procedure) for all employees [indicate eligibility restriction, if any]. Under the Procedure, certain disputes that may arise from your employment with ABC or the termination of your employment must (after appropriate attempts to resolve your dispute internally through ABC management channels) be submitted for resolution by non-binding mediation and, if necessary, mandatory arbitration.
In agreeing to submit certain employment disputes for resolution by private mediation and (if necessary) arbitration, you acknowledge that this Agreement is given in exchange for rights to which you are not otherwise entitled--namely, your employment as an ABC Company employee and the more expeditious resolution of employment disputes. In exchange for your agreement to submit these disputes to mediation and (if necessary) binding arbitration, ABC Company likewise agrees to the use of mediation and arbitration as the exclusive forum for resolving employment disputes covered by this Agreement.
Hence, the parties shall be precluded from bringing or raising in court or another forum any dispute that was or could have been brought or raised under the procedures set forth in this Agreement.
The ABC Mediation and Arbitration Procedure
1. As a condition of your employment at ABC, you agree that any controversy or claim arising out of or relating to your employment relationship with ABC Company or the termination of that relationship, [except for . . . (indicate exceptions, if any)] must be submitted for non-binding mediation before a third-party neutral and (if necessary) for final and binding resolution by a private and impartial arbitrator, to be jointly selected by you and ABC Company.
a. Claims Covered: This agreement to submit to mediation and (if necessary) arbitration:
i. Covers any dispute concerning the arbitrability of any such controversy or claim; and ii. Includes, but is not limited to, any claim that could be asserted in court or before an administrative agency or claims for which the employee has an alleged cause of action, including without limitation claims for breach of any contract or covenant (express or implied); tort claims; claims for discrimination (including, but not limited to, discrimination based on sex, pregnancy, race, national or ethnic origin, age, religion, creed, marital status, sexual orientation, mental or physical disability or medical condition or other characteristics protected by statute) [Note: employers may consider listing names of specific statutes here]; claims for wrongful discharge; violations of the Family and Medical Leave Act (FMLA); violations of confidentiality or breaches of trade secrets; and/or claims for violation of any federal, state or other governmental law, statute, regulation or ordinance, and whether based on statute or common law; and iii. All those claims whether made against ABC Company, any of its subsidiary or affiliated entities or its individual officers or directors (in an official or personal capacity).
b. Claims Not Covered: Claims covered by this Agreement do not include:
i. A claim for workers' compensation benefits; ii. A claim for unemployment compensation benefits; iii. A claim under the National Labor Relations Act (NLRA), as amended; iv. A claim by ABC Company for injunctive or other equitable relief, including without limitation claims for unfair competition and the use or unauthorized disclosure of trade secrets or confidential information, for which ABC Company may seek and obtain relief from a court of competent jurisdiction; and
v. A claim based upon ABC Company's current (successor or future) employee benefits and/or welfare plans that contain an appeal procedure or other procedure for the resolution of disputes under the plan.
c. Internal Efforts: As a prerequisite for submitting an employment dispute to mediation and, if necessary, arbitration, both you and ABC Company agree to make good faith efforts at resolving any dispute internally on an informal basis through ABC management channels appropriate to that particular dispute. [Insert language specifying contact point, such as the human resources official or business executive, for resolving disputes informally.] Only when those internal efforts fail may an employment dispute be submitted to mediation and (if necessary) final and binding arbitration under the terms of the Procedure.
d. Nonbinding Mediation: If efforts at informal resolution fail, disputes arising under this Agreement must first be submitted for non-binding mediation before a neutral third party. Mediation is an informal process where the parties to a dispute meet in an attempt to reach a voluntary resolution, using the third party as a facilitator. Mediation shall be conducted and administered by [the American Arbitration Association (AAA) under its Employment Mediation Rules, which are incorporated into this Procedure by reference; or other applicable rules].
e. Binding Arbitration: If a covered dispute remains unresolved at the conclusion of the mediation process, either party may submit the dispute for resolution by final binding confidential arbitration under the Procedure. The arbitration will be conducted under the [Employment Dispute Resolution Rules of the AAA or other applicable rules (Rules)] with the additional proviso that the Procedure shall be conducted on a confidential basis. These Rules, incorporated by reference into this Procedure, include (but are not limited to) the procedures for the joint selection of an impartial arbitrator and for the hearing of evidence before the arbitrator. The arbitrator shall have the authority to allow for appropriate discovery and exchange of information before a hearing, including, but not limited to, production of documents, information requests, depositions and subpoenas. A copy of the complete AAA Employment Dispute Resolution Rules may be obtained from [specify location/contact].
i. Any conflict between the rules and procedures set forth in the AAA rules and those set forth in this Agreement shall be resolved in favor of those in this Agreement. ii. The burden of proof at an arbitration shall at all times be on the party seeing relief. iii. In reaching a decision, the arbitrator shall apply the governing substantive law applicable to the claims, causes of action and defenses asserted by the parties as applicable in [specify jurisdiction, if desired]. The arbitrator shall have the power to award all remedies that could be awarded by a court or administrative agency in accordance with the governing and applicable substantive law, including, without limitation, Title VII, the Age Discrimination in Employment Act, the Family and Medical Leave Act [add other applicable civil rights and employment laws].
f. Time Limits and Procedures: The aggrieved party must give written notice of any claim to the other party as soon as possible after the aggrieved first knew or should have known of the facts giving rise to the claim. The written notice shall describe the nature of all claims asserted and the facts upon which those claims are based and shall be mailed to the other party by certified or registered mail, return receipt requested. Any such notice mailed to ABC Company shall be addressed to [specify contact].
i. Any mediation or arbitration conducted under this Agreement shall take place in [specify location/venue] unless an alternative location is chosen by the mutual agreement of the parties. The arbitrator shall render a decision and award within 30 days after the close of the arbitration hearing or at any later time on which the parties may agree. The award shall be in writing and signed and dated by the arbitrator and shall contain express findings of fact and the basis for the award. ii. The parties agree to share equally the AAA administrative fees and the arbitrator's fees and expenses [ Note: in some jurisdictions, the employer must pay these costs by judicial opinion]. All other costs and expenses associated with the arbitration, including, without limitation, each party's respective attorneys' fees, shall be borne by the party incurring the expense. iii. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The award may be vacated or modified only on the grounds specified in the U.S. Arbitration Act or other applicable law.
g. No Retaliation/Employment At-Will:
i. Under no circumstances will an ABC Company employee be retaliated against in any way for invoking the Procedure in good faith to seek the resolution of a dispute. ABC Company managers who engage in such retaliation will be subject to discipline under the appropriate ABC disciplinary procedures. ii. The ABC Company Arbitration and Mediation Procedure does not in any way alter the at-will employment status of ABC employees. ABC and its employees are always free to terminate the employment relationship at any time for any lawful reason and employment is not for any specific or definite duration.
2. This Agreement sets forth the complete agreement of the parties on the subject of mediation and arbitration of the covered claims defined above and supersedes any prior or contemporaneous oral or written understanding on these subjects. No party is relying on any representations, oral or written, on the subject or the effect, enforceability or meaning of this Agreement, except as specifically set forth in this Procedure.
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By providing your signature below, you indicate your agreement to the terms set forth above. By the provision of the signature of the ABC Company Official named below, ABC indicates its agreement, as well, to the terms set forth in this Procedure. Both parties understand that by agreeing to the terms in this Procedure, both are giving up any constitutional or statutory right they may possess to have covered claims decided in a court of law before a judge or a jury.
Agreed to and acknowledged: ____________________ | Dated: | __________ | [Name of ABC Company Official] | | |
Agreed to and acknowledged: ____________________ | Dated: | __________ | [Name of ABC Company Employee] | | | Basic Nondisclosure AgreementThis Nondisclosure Agreement (the "Agreement") is entered into by and between _______________ with its principal offices at _______________ ("Disclosing Party") and _______________, located at _______________ ("Receiving Party") for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information ("Confidential Information").1. Definition of Confidential Information. For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted Confidential Information.2. Exclusions from Confidential Information. Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.4. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.5. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose.6. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.7. integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both parties.8. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.This Agreement and each party's obligations shall be binding on the representatives, assigns, and successors of such party. Each party has signed this Agreement through its authorized representative.SAMPLE EMPLOYEE CONFIDENTIALITY AGREEMENT LETTER

This employee confidentiality agreement is made between Mr. Smith (hereon referred to as the "Employee") and Mr. Jones (hereon referred to as the "Employer").

The Employee agrees to the terms of this agreement:

1. The Employee acknowledges that, in the course of employment by the Employer, the Employee has, and may in the future, come into the possession of certain confidential information belonging to the Employer including but not limited to trade secrets, customer lists, supplier lists and prices, pricing schedule, methods, processes, or marketing plans.
2. The Employee hereby covenants and agrees that he or she will at no time, during or after the term of employment, use for his or her own benefit or the benefit of others, or disclose or divulge to others, any such confidential information.
3. Upon termination of employment, the Employee will return to the Employer, retaining no copies, all documents relating to the Employers business including, but not limited to, reports, manuals, drawings, diagrams, blueprints, correspondence, customer lists, computer programs, and all other materials and all copies of such materials, obtained by the Employee during employment.
4. Violation of this agreement by the Employee will entitle the Employer to an injunction to prevent such competition or disclosure, and will entitle the Employer to other legal remedies, including attorney's fees and costs.
5. This agreement shall be governed by the laws of _____________(name of the law).
6. If any part of this agreement is adjudged invalid, illegal or unenforceable, the remaining parts shall not be affected and shall remain in full force and effect.
7. This agreement shall be binding upon the parties, and upon their heirs, executors, personal representatives, administrators and assignees. No person shall have a right or cause to cause of action arising out of or resulting from this agreement except those who are parties to it and their successors in interest.
8. This instrument, including any attached exhibits and addenda, constitutes the entire agreement of the parties. No representation or promises have been made except those that are set out in this agreement. This agreement may not be modified except in writing signed by all the parties concerned.

Employer

____________
(Signature)

________
(Date)

Employee

___________
(Signature)

______________
(Date)Sample Code of Ethics and Business Conducthttp://www.shrm.org/templatestools/samples/policies/pages/cms_014093.aspx | | |

Mediation and Arbitration a. Mediation and Arbitration Agreement b. Mediation and Arbitration Procedure c. Internal / Informal Efforts d. Nonbinding Mediation e. Binding Arbitration f. Timelines for Claims Confidentiality

a. Nondisclosure Agreement

b. Definition of Confidential Information

c. Terms of Agreement / Employee Obligations

Summary and Acknowledgment

a. The importance of the policies and procedures

b. Acknowledgment of receipt

c. Additional disclaimer that the employer has the right to change the rules without notice and the fact that employment is at-will and that the handbook does not create a contract