Commercial

Arbitration Rules and Mediation Procedures

Including Procedures for Large, Complex Commercial Disputes

Available online at adr.org/commercial
Rules Amended and Effective October 1, 2013
Fee Schedule Amended and Effective July 1, 2016
Rules Amended and Effective October 1, 2013. Fee Schedule Amended and Effective July 1, 2016.

COMMERCIAL RULES 1

Regional Vice Presidents
States: Delaware, District of Columbia,
Maryland, New Jersey, Pennsylvania, Virginia

States: Indiana, Kentucky, North Carolina, Ohio,
South Carolina, Tennessee, West Virginia

States: Oklahoma, Texas

States: Florida

P. Jean Baker, Esq.
Vice President
Phone: 202.223.7093
Email: BakerJ@adr.org

Andrew Barton
Vice President
Phone: 210.998.5750
Email: BartonA@adr.org
States: Alabama, Georgia

John M. Bishop
Vice President
Phone: 404.320.5150
Email: BishopJ@adr.org
States: City of Houston, Louisiana, Mississippi

Ingeuneal C. Gray, Esq.
Vice President
Phone: 832.308.7893
Email: GrayI@adr.org

States: Connecticut, Maine, Massachusetts,
New Hampshire, Rhode Island, Vermont

Karen Jalkut
Vice President
Phone: 617.695.6062
Email: JalkutK@adr.org

States: Alaska, California, Hawaii, Oregon,
Washington

Serena K. Lee, Esq.
Vice President
Phone: 415.671.4053
Email: LeeS@adr.org

Michelle M. Skipper
Vice President
Phone: 704.643.8605
Email: SkipperM@adr.org
Rebecca Storrow, Ph.D.
Vice President
Phone: 954.372.4341
Email: StorrowR@adr.org

States: Arizona, Colorado, Kansas, Idaho,Montana, Nebraska, Nevada, New Mexico,Utah, Wyoming

Lance K. Tanaka
Vice President
Phone: 303.831.0824
Email: TanakaL@adr.org

States: Arkansas, Illinois, Iowa, Michigan,
Minnesota, Missouri, North Dakota,
South Dakota, Wisconsin

A. Kelly Turner, Esq.
Vice President
Phone: 312.361.1116
Email: TurnerK@adr.org
States: New York

Jeffrey T. Zaino, Esq.
Vice President
Phone: 212.484.3224
Email: ZainoJ@adr.org

Case Management Vice Presidents and Assistant Vice Presidents
Jeffrey Garcia
Vice President
Phone: 559.490.1860
Email: GarciaJ@adr.org

Yvonne Baglini
Assistant Vice President
Phone: 866.293.4053
Email: BagliniY@adr.org

Administers cases in: AK, AZ, AR, CA, CO, HI,
ID, IL, IA, KS, LA, MN, MS, MO, MT, NE, NV,
NM, ND, OK, OR, SD, TX, UT, WA, WI, WY

Administers cases in: CT, DE, MA, ME, MI, NH,
NJ, NY, PA, RI, VT, WV

John M. Bishop
Vice President
Phone: 404.320.5150
Email: BishopJ@adr.org
Administers cases in: AL, DC, FL, GA, IN, KY,
MD, NC, OH, SC, TN, VA

2

RULES AND MEDIATION PROCEDURES

American Arbitration Association

Table of Contents
Important Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
Standard Arbitration Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
Administrative Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
Mediation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
Large, Complex Cases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
Commercial Arbitration Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
R-1. Agreement of Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
R-2. AAA and Delegation of Duties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
R-3. National Roster of Arbitrators. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
R-4. Filing Requirements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
R-5. Answers and Counterclaims. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
R-6. Changes of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
R-7. Jurisdiction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
R-8. Interpretation and Application of Rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
R-9. Mediation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
R-10. Administrative Conference. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
R-11. Fixing of Locale. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
R-12. Appointment from National Roster. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
R-13. Direct Appointment by a Party. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
R-14. Appointment of Chairperson by Party-Appointed Arbitrators or Parties. . . . . . . .  16
R-15. Nationality of Arbitrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
R-16. Number of Arbitrators. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
R-17. Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
R-18. Disqualification of Arbitrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
R-19. Communication with Arbitrator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
R-20. Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
R-21. Preliminary Hearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
R-22. Pre-Hearing Exchange and Production of Information . . . . . . . . . . . . . . . . . . . . . .  19
R-23. Enforcement Powers of the Arbitrator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
R-24. Date, Time, and Place of Hearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
R-25. Attendance at Hearings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
R-26. Representation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
R-27. Oaths . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
Rules Amended and Effective October 1, 2013. Fee Schedule Amended and Effective July 1, 2016.

COMMERCIAL RULES 3

R-28. Stenographic Record. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
R-29. Interpreters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
R-30. Postponements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
R-31. Arbitration in the Absence of a Party or Representative. . . . . . . . . . . . . . . . . . . . .  22
R-32. Conduct of Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
R-33. Dispositive Motions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
R-34. Evidence. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
R-35. Evidence by Written Statements and Post-Hearing Filing of Documents or
Other Evidence. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
R-36. Inspection or Investigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
R-37. Interim Measures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
R-38. Emergency Measures of Protection. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
R-39. Closing of Hearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
R-40. Reopening of Hearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
R-41. Waiver of Rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
R-42. Extensions of Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
R-43. Serving of Notice and Communications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
R-44. Majority Decision. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
R-45. Time of Award. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
R-46. Form of Award. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
R-47. Scope of Award. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
R-48. Award Upon Settlement—Consent Award. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
R-49. Delivery of Award to Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
R-50. Modification of Award. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
R-51. Release of Documents for Judicial Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
R-52. Applications to Court and Exclusion of Liability. . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
R-53. Administrative Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
R-54. Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
R-55. Neutral Arbitrator’s Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
R-56. Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
R-57. Remedies for Nonpayment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
R-58. Sanctions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31

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Preliminary Hearing Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
P-1. General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
P-2. Checklist. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32

Expedited Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
E-1. Limitation on Extensions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
E-2. Changes of Claim or Counterclaim. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
E-3. Serving of Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
E-4. Appointment and Qualifications of Arbitrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
E-5. Exchange of Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
E-6. Proceedings on Documents and Procedures for the Resolution of Disputes
Through Document Submission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
E-7. Date, Time, and Place of Hearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
E-8. The Hearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
E-9. Time of Award. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
E-10. Arbitrator’s Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36

Procedures for Large, Complex Commercial Disputes . . . . . . . . . . . . . . . . . . . . . . . .  37
L-1. Administrative Conference. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
L-2. Arbitrators. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
L-3. Management of Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38

Administrative Fee Schedules (Standard and Flexible Fees) . . . . . . . . . . . . . . . . . . .  38
Commercial Mediation Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
M-1. Agreement of Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
M-2. Initiation of Mediation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
M-3. Representation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
M-4. Appointment of the Mediator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
M-5. Mediator’s Impartiality and Duty to Disclose. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
M-6. Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
M-7. Duties and Responsibilities of the Mediator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
M-8. Responsibilities of the Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
M-9. Privacy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
M-10. Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
M-11. No Stenographic Record. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
Rules Amended and Effective October 1, 2013. Fee Schedule Amended and Effective July 1, 2016.

COMMERCIAL RULES 5

M-12. Termination of Mediation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
M-13. Exclusion of Liability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
M-14. Interpretation and Application of Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
M-15. Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
M-16. Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
M-17. Cost of the Mediation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44

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RULES AND MEDIATION PROCEDURES

American Arbitration Association

Commercial Arbitration Rules
and Mediation Procedures(Including Procedures for Large, Complex Commercial Disputes)

Important Notice
These rules and any amendment of them shall apply in the form in effect at thetime the administrative filing requirements are met for a demand for arbitrationor submission agreement received by the AAA®. To ensure that you have themost current information, see our web site at www.adr.org.

Introduction
Each year, many millions of business transactions take place. Occasionally,
disagreements develop over these business transactions. Many of these disputes
are resolved by arbitration, the voluntary submission of a dispute to an impartial
person or persons for final and binding determination. Arbitration has proven to bean effective way to resolve these disputes privately, promptly, and economically.
The American Arbitration Association® (AAA), a not-for-profit, public service
organization, offers a broad range of dispute resolution services to businessexecutives, attorneys, individuals, trade associations, unions, management,
consumers, families, communities, and all levels of government. Services areavailable through AAA headquarters in New York and through offices located in
major cities throughout the United States. Hearings may be held at locations
convenient for the parties and are not limited to cities with AAA offices. In
addition, the AAA serves as a center for education and training, issues
specialized publications, and conducts research on various forms of alternative
dispute resolution.

Rules Amended and Effective October 1, 2013. Fee Schedule Amended and Effective July 1, 2016.

COMMERCIAL RULES 7

Standard Arbitration Clause
The parties can provide for arbitration of future disputes by inserting thefollowing clause into their contracts:
Any controversy or claim arising out of or relating to this contract, or thebreach thereof, shall be settled by arbitration administered by theAmerican Arbitration Association under its Commercial Arbitration Rules,
and judgment on the award rendered by the arbitrator(s) may be enteredin any court having jurisdiction thereof.
Arbitration of existing disputes may be accomplished by use of the following:We, the undersigned parties, hereby agree to submit to arbitration
administered by the American Arbitration Association under its
Commercial Arbitration Rules the following Controversy: (describe briefly).
We further agree that the above controversy be submitted to (one) (three)arbitrator(s). We further agree that we will faithfully observe thisagreement and the rules, that we will abide by and perform any award
rendered by the arbitrator(s), and that a judgment of any court having
jurisdiction may be entered on the award.
The services of the AAA are generally concluded with the transmittal of theaward. Although there is voluntary compliance with the majority of awards,
judgment on the award can be entered in a court having appropriate jurisdiction
if necessary.

Administrative Fees
The AAA charges a filing fee based on the amount of the claim or counterclaim.
This fee information, which is included with these rules, allows the parties toexercise control over their administrative fees. The fees cover AAA administrative
services; they do not cover arbitrator compensation or expenses, if any, reporting
services, or any post-award charges incurred by the parties in enforcing the award.

Mediation
Subject to the right of any party to opt out, in cases where a claim orcounterclaim exceeds $75,000, the rules provide that the parties shall mediate
their dispute upon the administration of the arbitration or at any time when thearbitration is pending. In mediation, the neutral mediator assists the parties in
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American Arbitration Association

reaching a settlement but does not have the authority to make a binding
decision or award. Mediation is administered by the AAA in accordance with its
Commercial Mediation Procedures. There is no additional filing fee where parties
to a pending arbitration attempt to mediate their dispute under the AAA’s auspices.
Although these rules include a mediation procedure that will apply to manycases, parties may still want to incorporate mediation into their contractual disputesettlement process. Parties can do so by inserting the following mediation clauseinto their contract in conjunction with a standard arbitration provision:
If a dispute arises out of or relates to this contract, or the breach thereof,
and if the dispute cannot be settled through negotiation, the parties
agree first to try in good faith to settle the dispute by mediation
administered by the American Arbitration Association under its
Commercial Mediation Procedures before resorting to arbitration,
litigation, or some other dispute resolution procedure.
If the parties want to use a mediator to resolve an existing dispute, they can enter into the following submission agreement:
The parties hereby submit the following dispute to mediation
administered by the American Arbitration Association under its
Commercial Mediation Procedures. (The clause may also provide for thequalifications of the mediator(s), method of payment, locale of meetings,
and any other item of concern to the parties.)

Large, Complex Cases
Unless the parties agree otherwise, the procedures for Large, Complex
Commercial Disputes, which appear in this pamphlet, will be applied to all cases
administered by the AAA under the Commercial Arbitration Rules in which thedisclosed claim or counterclaim of any party is at least $500,000 exclusive ofclaimed interest, arbitration fees and costs. The key features of these procedures
include:>> A highly qualified, trained Roster of Neutrals;>> A mandatory preliminary hearing with the arbitrators, which may be conducted byteleconference;>> Broad arbitrator authority to order and control the exchange of information,
including depositions;>> A presumption that hearings will proceed on a consecutive or block basis.
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Commercial Arbitration Rules
R-1. Agreement of Parties*(a) The parties shall be deemed to have made these rules a part of their arbitrationagreement whenever they have provided for arbitration by the American
Arbitration Association (hereinafter AAA) under its Commercial Arbitration Rules
or for arbitration by the AAA of a domestic commercial dispute without specifying
particular rules. These rules and any amendment of them shall apply in the formin effect at the time the administrative requirements are met for a Demand for
Arbitration or Submission Agreement received by the AAA. Any disputes
regarding which AAA rules shall apply shall be decided by the AAA. The parties,
by written agreement, may vary the procedures set forth in these rules. Afterappointment of the arbitrator, such modifications may be made only with theconsent of the arbitrator.
(b) Unless the parties or the AAA determines otherwise, the Expedited Procedures
shall apply in any case in which no disclosed claim or counterclaim exceeds$75,000, exclusive of interest, attorneys’ fees, and arbitration fees and costs.
Parties may also agree to use these procedures in larger cases. Unless the parties
agree otherwise, these procedures will not apply in cases involving more than two
parties. The Expedited Procedures shall be applied as described in Sections E-1
through E-10 of these rules, in addition to any other portion of these rules that is
not in conflict with the Expedited Procedures.
(c) Unless the parties agree otherwise, the Procedures for Large, Complex
Commercial Disputes shall apply to all cases in which the disclosed claim orcounterclaim of any party is at least $500,000 or more, exclusive of claimed
interest, attorneys’ fees, arbitration fees and costs. Parties may also agree to use
the procedures in cases involving claims or counterclaims under $500,000, or innonmonetary cases. The Procedures for Large, Complex Commercial Disputes
shall be applied as described in Sections L-1 through L-3 of these rules, inaddition to any other portion of these rules that is not in conflict with theProcedures for Large, Complex Commercial Disputes.
(d) Parties may, by agreement, apply the Expedited Procedures, the Procedures forLarge, Complex Commercial Disputes, or the Procedures for the Resolution of
Disputes through Document Submission (Rule E-6) to any dispute.
(e) All other cases shall be administered in accordance with Sections R-1 through R-58
of these rules.
* A dispute arising out of an employer-promulgated plan will be administered under the AAA’s Employment
Arbitration Rules and Mediation Procedures. A dispute arising out of a consumer arbitration agreement will beadministered under the AAA’s Consumer Arbitration Rules.

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R-2. AAA and Delegation of Duties
When parties agree to arbitrate under these rules, or when they provide forarbitration by the AAA and an arbitration is initiated under these rules, they
thereby authorize the AAA to administer the arbitration. The authority and dutiesof the AAA are prescribed in the agreement of the parties and in these rules, andmay be carried out through such of the AAA’s representatives as it may direct. The
AAA may, in its discretion, assign the administration of an arbitration to any of its
offices. Arbitrations administered under these rules shall only be administered by
the AAA or by an individual or organization authorized by the AAA to do so.
R-3. National Roster of Arbitrators
The AAA shall establish and maintain a National Roster of Arbitrators (“National
Roster”) and shall appoint arbitrators as provided in these rules. The term“arbitrator” in these rules refers to the arbitration panel, constituted for aparticular case, whether composed of one or more arbitrators, or to an individual
arbitrator, as the context requires.
R-4. Filing Requirements(a) Arbitration under an arbitration provision in a contract shall be initiated by the
initiating party (“claimant”) filing with the AAA a Demand for Arbitration, theadministrative filing fee, and a copy of the applicable arbitration agreement fromthe parties’ contract which provides for arbitration.
(b) Arbitration pursuant to a court order shall be initiated by the initiating party filingwith the AAA a Demand for Arbitration, the administrative filing fee, and a copy of
any applicable arbitration agreement from the parties’ contract which provides forarbitration.
i.

The filing party shall include a copy of the court order.

ii. The filing fee must be paid before a matter is considered properly filed. If thecourt order directs that a specific party is responsible for the filing fee, it is
the responsibility of the filing party to either make such payment to the AAA
and seek reimbursement as directed in the court order or to make other sucharrangements so that the filing fee is submitted to the AAA with the Demand.
iii. The party filing the Demand with the AAA is the claimant and the opposing
party is the respondent regardless of which party initiated the court action.
Parties may request that the arbitrator alter the order of proceedings ifnecessary pursuant to R-32.
(c) It is the responsibility of the filing party to ensure that any conditions precedent
to the filing of a case are met prior to filing for an arbitration, as well as any timerequirements associated with the filing. Any dispute regarding whether a condition
precedent has been met may be raised to the arbitrator for determination.
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(d) Parties to any existing dispute who have not previously agreed to use these rules
may commence an arbitration under these rules by filing a written submissionagreement and the administrative filing fee. To the extent that the parties’
submission agreement contains any variances from these rules, such variances
should be clearly stated in the Submission Agreement.
(e) Information to be included with any arbitration filing includes:i.

the name of each party;

ii. the address for each party, including telephone and fax numbers and e-mailaddresses;iii. if applicable, the names, addresses, telephone and fax numbers, and e-mailaddresses of any known representative for each party;
iv. a statement setting forth the nature of the claim including the relief sought
and the amount involved; andv.

the locale requested if the arbitration agreement does not specify one.

(f) The initiating party may file or submit a dispute to the AAA in the following
manner:i.

through AAA WebFile, located at www.adr.org; orii. by filing the complete Demand or Submission with any AAA office, regardlessof the intended locale of hearing.
(g) The filing party shall simultaneously provide a copy of the Demand and any
supporting documents to the opposing party.
(h) The AAA shall provide notice to the parties (or their representatives if so named)of the receipt of a Demand or Submission when the administrative filing
requirements have been satisfied. The date on which the filing requirements are
satisfied shall establish the date of filing the dispute for administration. However,all disputes in connection with the AAA’s determination of the date of filing may
be decided by the arbitrator.
(i) If the filing does not satisfy the filing requirements set forth above, the AAA shallacknowledge to all named parties receipt of the incomplete filing and inform theparties of the filing deficiencies. If the deficiencies are not cured by the datespecified by the AAA, the filing may be returned to the initiating party.

R-5. Answers and Counterclaims(a) A respondent may file an answering statement with the AAA within 14 calendar
days after notice of the filing of the Demand is sent by the AAA. The respondent
shall, at the time of any such filing, send a copy of any answering statement tothe claimant and to all other parties to the arbitration. If no answering statement
is filed within the stated time, the respondent will be deemed to deny the claim.
Failure to file an answering statement shall not operate to delay the arbitration.

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(b) A respondent may file a counterclaim at any time after notice of the filing of the
Demand is sent by the AAA, subject to the limitations set forth in Rule R-6. The
respondent shall send a copy of the counterclaim to the claimant and all otherparties to the arbitration. If a counterclaim is asserted, it shall include a statement
setting forth the nature of the counterclaim including the relief sought and theamount involved. The filing fee as specified in the applicable AAA Fee Schedule
must be paid at the time of the filing of any counterclaim.
(c) If the respondent alleges that a different arbitration provision is controlling, thematter will be administered in accordance with the arbitration provision submitted
by the initiating party subject to a final determination by the arbitrator.
(d) If the counterclaim does not meet the requirements for filing a claim and the
deficiency is not cured by the date specified by the AAA, it may be returned to thefiling party.

R-6. Changes of Claim(a) A party may at any time prior to the close of the hearing or by the dateestablished by the arbitrator increase or decrease the amount of its claim orcounterclaim. Written notice of the change of claim amount must be provided to
the AAA and all parties. If the change of claim amount results in an increase inadministrative fee, the balance of the fee is due before the change of claim
amount may be accepted by the arbitrator.
(b) Any new or different claim or counterclaim, as opposed to an increase or decreasein the amount of a pending claim or counterclaim, shall be made in writing andfiled with the AAA, and a copy shall be provided to the other party, who shall havea period of 14 calendar days from the date of such transmittal within which to filean answer to the proposed change of claim or counterclaim with the AAA. Afterthe arbitrator is appointed, however, no new or different claim may be submitted
except with the arbitrator’s consent.

R-7. Jurisdiction(a) The arbitrator shall have the power to rule on his or her own jurisdiction, including
any objections with respect to the existence, scope, or validity of the arbitrationagreement or to the arbitrability of any claim or counterclaim.
(b) The arbitrator shall have the power to determine the existence or validity of acontract of which an arbitration clause forms a part. Such an arbitration clauseshall be treated as an agreement independent of the other terms of the contract.
A decision by the arbitrator that the contract is null and void shall not for thatreason alone render invalid the arbitration clause.
(c) A party must object to the jurisdiction of the arbitrator or to the arbitrability of aclaim or counterclaim no later than the filing of the answering statement to theclaim or counterclaim that gives rise to the objection. The arbitrator may rule onsuch objections as a preliminary matter or as part of the final award.
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R-8. Interpretation and Application of Rules
The arbitrator shall interpret and apply these rules insofar as they relate to thearbitrator’s powers and duties. When there is more than one arbitrator and adifference arises among them concerning the meaning or application of theserules, it shall be decided by a majority vote. If that is not possible, either anarbitrator or a party may refer the question to the AAA for final decision. All otherrules shall be interpreted and applied by the AAA.
R-9. Mediation
In all cases where a claim or counterclaim exceeds $75,000, upon the AAA’s
administration of the arbitration or at any time while the arbitration is pending,the parties shall mediate their dispute pursuant to the applicable provisions of
the AAA’s Commercial Mediation Procedures, or as otherwise agreed by theparties. Absent an agreement of the parties to the contrary, the mediation shalltake place concurrently with the arbitration and shall not serve to delay thearbitration proceedings. However, any party to an arbitration may unilaterally
opt out of this rule upon notification to the AAA and the other parties to thearbitration. The parties shall confirm the completion of any mediation or any
decision to opt out of this rule to the AAA. Unless agreed to by all parties andthe mediator, the mediator shall not be appointed as an arbitrator to the case.
R-10. Administrative Conference
At the request of any party or upon the AAA’s own initiative, the AAA may
conduct an administrative conference, in person or by telephone, with the parties
and/or their representatives. The conference may address such issues asarbitrator selection, mediation of the dispute, potential exchange of information,a timetable for hearings, and any other administrative matters.
R-11. Fixing of Locale
The parties may mutually agree on the locale where the arbitration is to be held.
Any disputes regarding the locale that are to be decided by the AAA must be
submitted to the AAA and all other parties within 14 calendar days from the dateof the AAA’s initiation of the case or the date established by the AAA. Disputes
regarding locale shall be determined in the following manner:(a) When the parties’ arbitration agreement is silent with respect to locale, and if theparties disagree as to the locale, the AAA may initially determine the place of

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arbitration, subject to the power of the arbitrator after appointment, to make a
final determination on the locale.
(b) When the parties’ arbitration agreement requires a specific locale, absent theparties’ agreement to change it, or a determination by the arbitrator upon
appointment that applicable law requires a different locale, the locale shall be thatspecified in the arbitration agreement.
(c) If the reference to a locale in the arbitration agreement is ambiguous, and theparties are unable to agree to a specific locale, the AAA shall determine thelocale, subject to the power of the arbitrator to finally determine the locale.

The arbitrator, at the arbitrator’s sole discretion, shall have the authority to
conduct special hearings for document production purposes or otherwise atother locations if reasonably necessary and beneficial to the process.
R-12. Appointment from National Roster
If the parties have not appointed an arbitrator and have not provided anyother method of appointment, the arbitrator shall be appointed in the following
manner:(a) The AAA shall send simultaneously to each party to the dispute an identical listof 10 (unless the AAA decides that a different number is appropriate) names of
persons chosen from the National Roster. The parties are encouraged to agree toan arbitrator from the submitted list and to advise the AAA of their agreement.
(b) If the parties are unable to agree upon an arbitrator, each party to the disputeshall have 14 calendar days from the transmittal date in which to strike names
objected to, number the remaining names in order of preference, and return thelist to the AAA. The parties are not required to exchange selection lists. If a party
does not return the list within the time specified, all persons named therein shallbe deemed acceptable to that party. From among the persons who have been
approved on both lists, and in accordance with the designated order of mutual
preference, the AAA shall invite the acceptance of an arbitrator to serve. If theparties fail to agree on any of the persons named, or if acceptable arbitrators areunable to act, or if for any other reason the appointment cannot be made fromthe submitted lists, the AAA shall have the power to make the appointment
from among other members of the National Roster without the submission of
additional lists.
(c) Unless the parties agree otherwise, when there are two or more claimants or two
or more respondents, the AAA may appoint all the arbitrators.

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R-13. Direct Appointment by a Party(a) If the agreement of the parties names an arbitrator or specifies a method of
appointing an arbitrator, that designation or method shall be followed. The noticeof appointment, with the name and address of the arbitrator, shall be filed with the
AAA by the appointing party. Upon the request of any appointing party, the AAA
shall submit a list of members of the National Roster from which the party may, if it
so desires, make the appointment.
(b) Where the parties have agreed that each party is to name one arbitrator, thearbitrators so named must meet the standards of Section R-18 with respect toimpartiality and independence unless the parties have specifically agreed
pursuant to Section R-18(b) that the party-appointed arbitrators are to be
non-neutral and need not meet those standards.
(c) If the agreement specifies a period of time within which an arbitrator shall be
appointed and any party fails to make the appointment within that period, theAAA shall make the appointment.
(d) If no period of time is specified in the agreement, the AAA shall notify the party
to make the appointment. If within 14 calendar days after such notice has beensent, an arbitrator has not been appointed by a party, the AAA shall make theappointment.

R-14. Appointment of Chairperson by Party-Appointed Arbitrators or Parties(a) If, pursuant to Section R-13, either the parties have directly appointed arbitrators,
or the arbitrators have been appointed by the AAA, and the parties haveauthorized them to appoint a chairperson within a specified time and no
appointment is made within that time or any agreed extension, the AAA may
appoint the chairperson.
(b) If no period of time is specified for appointment of the chairperson, and theparty-appointed arbitrators or the parties do not make the appointment within
14 calendar days from the date of the appointment of the last party-appointed
arbitrator, the AAA may appoint the chairperson.
(c) If the parties have agreed that their party-appointed arbitrators shall appoint thechairperson from the National Roster, the AAA shall furnish to the party-appointed
arbitrators, in the manner provided in Section R-12, a list selected from the
National Roster, and the appointment of the chairperson shall be made asprovided in that Section.

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R-15. Nationality of Arbitrator
Where the parties are nationals of different countries, the AAA, at the request of
any party or on its own initiative, may appoint as arbitrator a national of a country
other than that of any of the parties. The request must be made before the time
set for the appointment of the arbitrator as agreed by the parties or set by theserules.
R-16. Number of Arbitrators(a) If the arbitration agreement does not specify the number of arbitrators, thedispute shall be heard and determined by one arbitrator, unless the AAA, in its
discretion, directs that three arbitrators be appointed. A party may request threearbitrators in the Demand or Answer, which request the AAA will consider in
exercising its discretion regarding the number of arbitrators appointed to thedispute.
(b) Any request for a change in the number of arbitrators as a result of an increase or
decrease in the amount of a claim or a new or different claim must be made to
the AAA and other parties to the arbitration no later than seven calendar days
after receipt of the R-6 required notice of change of claim amount. If the parties
are unable to agree with respect to the request for a change in the number ofarbitrators, the AAA shall make that determination.

R-17. Disclosure(a) Any person appointed or to be appointed as an arbitrator, as well as the parties
and their representatives, shall disclose to the AAA any circumstance likely to giverise to justifiable doubt as to the arbitrator’s impartiality or independence,
including any bias or any financial or personal interest in the result of the arbitrationor any past or present relationship with the parties or their representatives. Suchobligation shall remain in effect throughout the arbitration. Failure on the part of aparty or a representative to comply with the requirements of this rule may result in
the waiver of the right to object to an arbitrator in accordance with Rule R-41.
(b) Upon receipt of such information from the arbitrator or another source, the AAA
shall communicate the information to the parties and, if it deems it appropriate to
do so, to the arbitrator and others.
(c) Disclosure of information pursuant to this Section R-17 is not an indication that thearbitrator considers that the disclosed circumstance is likely to affect impartiality
or independence.

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R-18. Disqualification of Arbitrator(a) Any arbitrator shall be impartial and independent and shall perform his or her
duties with diligence and in good faith, and shall be subject to disqualification for:i.

partiality or lack of independence,ii. inability or refusal to perform his or her duties with diligence and in goodfaith, andiii. any grounds for disqualification provided by applicable law.
(b) The parties may agree in writing, however, that arbitrators directly appointed by aparty pursuant to Section R-13 shall be non-neutral, in which case such arbitratorsneed not be impartial or independent and shall not be subject to disqualification
for partiality or lack of independence.
(c) Upon objection of a party to the continued service of an arbitrator, or on its own
initiative, the AAA shall determine whether the arbitrator should be disqualified
under the grounds set out above, and shall inform the parties of its decision,
which decision shall be conclusive.

R-19. Communication with Arbitrator(a) No party and no one acting on behalf of any party shall communicate ex partewith an arbitrator or a candidate for arbitrator concerning the arbitration,
except that a party, or someone acting on behalf of a party, may communicate
ex parte with a candidate for direct appointment pursuant to R-13 in order toadvise the candidate of the general nature of the controversy and of the
anticipated proceedings and to discuss the candidate’s qualifications, availability,
or independence in relation to the parties or to discuss the suitability ofcandidates for selection as a third arbitrator where the parties or party-designatedarbitrators are to participate in that selection.
(b) Section R-19(a) does not apply to arbitrators directly appointed by the parties
who, pursuant to Section R-18(b), the parties have agreed in writing are
non-neutral. Where the parties have so agreed under Section R-18(b), the AAA
shall as an administrative practice suggest to the parties that they agree further
that Section R-19(a) should nonetheless apply prospectively.
(c) In the course of administering an arbitration, the AAA may initiate
communications with each party or anyone acting on behalf of the parties either
jointly or individually.
(d) As set forth in R-43, unless otherwise instructed by the AAA or by the arbitrator,
any documents submitted by any party or to the arbitrator shall simultaneously beprovided to the other party or parties to the arbitration.

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R-20. Vacancies(a) If for any reason an arbitrator is unable or unwilling to perform the duties of theoffice, the AAA may, on proof satisfactory to it, declare the office vacant. Vacancies
shall be filled in accordance with the applicable provisions of these rules.
(b) In the event of a vacancy in a panel of neutral arbitrators after the hearings havecommenced, the remaining arbitrator or arbitrators may continue with the hearing
and determination of the controversy, unless the parties agree otherwise.
(c) In the event of the appointment of a substitute arbitrator, the panel of arbitrators
shall determine in its sole discretion whether it is necessary to repeat all or part ofany prior hearings.

R-21. Preliminary Hearing(a) At the discretion of the arbitrator, and depending on the size and complexity of
the arbitration, a preliminary hearing should be scheduled as soon as practicable
after the arbitrator has been appointed. The parties should be invited to attend
the preliminary hearing along with their representatives. The preliminary hearing
may be conducted in person or by telephone.
(b) At the preliminary hearing, the parties and the arbitrator should be prepared
to discuss and establish a procedure for the conduct of the arbitration that is
appropriate to achieve a fair, efficient, and economical resolution of the dispute.
Sections P-1 and P-2 of these rules address the issues to be considered at the
preliminary hearing.

R-22. Pre-Hearing Exchange and Production of Information(a) Authority of arbitrator. The arbitrator shall manage any necessary exchange of
information among the parties with a view to achieving an efficient andeconomical resolution of the dispute, while at the same time promoting equalityof treatment and safeguarding each party’s opportunity to fairly present its claims
and defenses.
(b) Documents. The arbitrator may, on application of a party or on the arbitrator’s own
initiative:i.

require the parties to exchange documents in their possession or custody on
which they intend to rely;

ii. require the parties to update their exchanges of the documents on which they
intend to rely as such documents become known to them;iii. require the parties, in response to reasonable document requests, to makeavailable to the other party documents, in the responding party’s possession
or custody, not otherwise readily available to the party seeking the
documents, reasonably believed by the party seeking the documents to exist
and to be relevant and material to the outcome of disputed issues; andRules Amended and Effective October 1, 2013. Fee Schedule Amended and Effective July 1, 2016.

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iv. require the parties, when documents to be exchanged or produced aremaintained in electronic form, to make such documents available in the form
most convenient and economical for the party in possession of such
documents, unless the arbitrator determines that there is good cause forrequiring the documents to be produced in a different form. The parties
should attempt to agree in advance upon, and the arbitrator may determine,
reasonable search parameters to balance the need for production ofelectronically stored documents relevant and material to the outcome ofdisputed issues against the cost of locating and producing them.

R-23. Enforcement Powers of the Arbitrator
The arbitrator shall have the authority to issue any orders necessary to enforce
the provisions of rules R-21 and R-22 and to otherwise achieve a fair, efficient andeconomical resolution of the case, including, without limitation:(a) conditioning any exchange or production of confidential documents andinformation, and the admission of confidential evidence at the hearing, on
appropriate orders to preserve such confidentiality;(b) imposing reasonable search parameters for electronic and other documents if theparties are unable to agree;(c) allocating costs of producing documentation, including electronically stored
documentation;(d) in the case of willful non-compliance with any order issued by the arbitrator,
drawing adverse inferences, excluding evidence and other submissions, and/or
making special allocations of costs or an interim award of costs arising from suchnon-compliance; and(e) issuing any other enforcement orders which the arbitrator is empowered to issue
under applicable law.

R-24. Date, Time, and Place of Hearing
The arbitrator shall set the date, time, and place for each hearing. The parties
shall respond to requests for hearing dates in a timely manner, be cooperative inscheduling the earliest practicable date, and adhere to the established hearingschedule. The AAA shall send a notice of hearing to the parties at least 10 calendar
days in advance of the hearing date, unless otherwise agreed by the parties.

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R-25. Attendance at Hearings
The arbitrator and the AAA shall maintain the privacy of the hearings unless thelaw provides to the contrary. Any person having a direct interest in the arbitrationis entitled to attend hearings. The arbitrator shall otherwise have the power torequire the exclusion of any witness, other than a party or other essential person,
during the testimony of any other witness. It shall be discretionary with thearbitrator to determine the propriety of the attendance of any other person.
R-26. Representation
Any party may participate without representation (pro se), or by counsel or any
other representative of the party’s choosing, unless such choice is prohibited byapplicable law. A party intending to be so represented shall notify the other party
and the AAA of the name, telephone number and address, and email address if
available, of the representative at least seven calendar days prior to the date set
for the hearing at which that person is first to appear. When such a representative
initiates an arbitration or responds for a party, notice is deemed to have been
given.
R-27. Oaths
Before proceeding with the first hearing, each arbitrator may take an oath of
office and, if required by law, shall do so. The arbitrator may require witnesses totestify under oath administered by any duly qualified person and, if it is requiredby law or requested by any party, shall do so.
R-28. Stenographic Record(a) Any party desiring a stenographic record shall make arrangements directly witha stenographer and shall notify the other parties of these arrangements at least
three calendar days in advance of the hearing. The requesting party or parties
shall pay the cost of the record.
(b) No other means of recording the proceedings will be permitted absent theagreement of the parties or per the direction of the arbitrator.
(c) If the transcript or any other recording is agreed by the parties or determined by
the arbitrator to be the official record of the proceeding, it must be provided tothe arbitrator and made available to the other parties for inspection, at a date,time, and place determined by the arbitrator.
(d) The arbitrator may resolve any disputes with regard to apportionment of the costsof the stenographic record or other recording.

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R-29. Interpreters
Any party wishing an interpreter shall make all arrangements directly with theinterpreter and shall assume the costs of the service.
R-30. Postponements
The arbitrator may postpone any hearing upon agreement of the parties, uponrequest of a party for good cause shown, or upon the arbitrator’s own initiative.
R-31. Arbitration in the Absence of a Party or Representative
Unless the law provides to the contrary, the arbitration may proceed in theabsence of any party or representative who, after due notice, fails to be present
or fails to obtain a postponement. An award shall not be made solely on thedefault of a party. The arbitrator shall require the party who is present to submit
such evidence as the arbitrator may require for the making of an award.
R-32. Conduct of Proceedings(a) The claimant shall present evidence to support its claim. The respondent shallthen present evidence to support its defense. Witnesses for each party shall also
submit to questions from the arbitrator and the adverse party. The arbitrator has
the discretion to vary this procedure, provided that the parties are treated withequality and that each party has the right to be heard and is given a fair
opportunity to present its case.
(b) The arbitrator, exercising his or her discretion, shall conduct the proceedings witha view to expediting the resolution of the dispute and may direct the order of
proof, bifurcate proceedings and direct the parties to focus their presentations on
issues the decision of which could dispose of all or part of the case.
(c) When deemed appropriate, the arbitrator may also allow for the presentation ofevidence by alternative means including video conferencing, internet
communication, telephonic conferences and means other than an in-personpresentation. Such alternative means must afford a full opportunity for all parties
to present any evidence that the arbitrator deems material and relevant to theresolution of the dispute and, when involving witnesses, provide an opportunity
for cross-examination.
(d) The parties may agree to waive oral hearings in any case and may also agree toutilize the Procedures for Resolution of Disputes Through Document Submission,found in Rule E-6.

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R-33. Dispositive Motions
The arbitrator may allow the filing of and make rulings upon a dispositive motion
only if the arbitrator determines that the moving party has shown that the motion
is likely to succeed and dispose of or narrow the issues in the case.
R-34. Evidence(a) The parties may offer such evidence as is relevant and material to the dispute andshall produce such evidence as the arbitrator may deem necessary to anunderstanding and determination of the dispute. Conformity to legal rules ofevidence shall not be necessary. All evidence shall be taken in the presence of allof the arbitrators and all of the parties, except where any of the parties is absent,
in default, or has waived the right to be present.
(b) The arbitrator shall determine the admissibility, relevance, and materiality of theevidence offered and may exclude evidence deemed by the arbitrator to be
cumulative or irrelevant.
(c) The arbitrator shall take into account applicable principles of legal privilege, suchas those involving the confidentiality of communications between a lawyer andclient.
(d) An arbitrator or other person authorized by law to subpoena witnesses ordocuments may do so upon the request of any party or independently.

R-35. Evidence by Written Statements and Post-Hearing Filing of Documents or
Other Evidence(a) At a date agreed upon by the parties or ordered by the arbitrator, the parties shallgive written notice for any witness or expert witness who has provided a written
witness statement to appear in person at the arbitration hearing for examination.
If such notice is given, and the witness fails to appear, the arbitrator may disregard
the written witness statement and/or expert report of the witness or make suchother order as the arbitrator may consider to be just and reasonable.
(b) If a witness whose testimony is represented by a party to be essential is unable orunwilling to testify at the hearing, either in person or through electronic or othermeans, either party may request that the arbitrator order the witness to appear
in person for examination before the arbitrator at a time and location where thewitness is willing and able to appear voluntarily or can legally be compelled to do
so. Any such order may be conditioned upon payment by the requesting party of
all reasonable costs associated with such examination.
(c) If the parties agree or the arbitrator directs that documents or other evidence besubmitted to the arbitrator after the hearing, the documents or other evidence
shall be filed with the AAA for transmission to the arbitrator. All parties shall beafforded an opportunity to examine and respond to such documents or otherevidence.
Rules Amended and Effective October 1, 2013. Fee Schedule Amended and Effective July 1, 2016.

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R-36. Inspection or Investigation
An arbitrator finding it necessary to make an inspection or investigation inconnection with the arbitration shall direct the AAA to so advise the parties. The
arbitrator shall set the date and time and the AAA shall notify the parties. Any
party who so desires may be present at such an inspection or investigation. In theevent that one or all parties are not present at the inspection or investigation, thearbitrator shall make an oral or written report to the parties and afford them an
opportunity to comment.
R-37. Interim Measures(a) The arbitrator may take whatever interim measures he or she deems necessary,
including injunctive relief and measures for the protection or conservation ofproperty and disposition of perishable goods.
(b) Such interim measures may take the form of an interim award, and the arbitrator
may require security for the costs of such measures.
(c) A request for interim measures addressed by a party to a judicial authority shallnot be deemed incompatible with the agreement to arbitrate or a waiver of theright to arbitrate.

R-38. Emergency Measures of Protection(a) Unless the parties agree otherwise, the provisions of this rule shall apply toarbitrations conducted under arbitration clauses or agreements entered on orafter October 1, 2013.
(b) A party in need of emergency relief prior to the constitution of the panel shallnotify the AAA and all other parties in writing of the nature of the relief sought
and the reasons why such relief is required on an emergency basis. The application
shall also set forth the reasons why the party is entitled to such relief. Such notice
may be given by facsimile or e-mail or other reliable means, but must include astatement certifying that all other parties have been notified or an explanation of
the steps taken in good faith to notify other parties.
(c) Within one business day of receipt of notice as provided in section (b), the AAA
shall appoint a single emergency arbitrator designated to rule on emergency
applications. The emergency arbitrator shall immediately disclose any
circumstance likely, on the basis of the facts disclosed on the application, to affectsuch arbitrator’s impartiality or independence. Any challenge to the appointmentof the emergency arbitrator must be made within one business day of thecommunication by the AAA to the parties of the appointment of the emergency
arbitrator and the circumstances disclosed.

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(d) The emergency arbitrator shall as soon as possible, but in any event within two
business days of appointment, establish a schedule for consideration of theapplication for emergency relief. Such a schedule shall provide a reasonable
opportunity to all parties to be heard, but may provide for proceeding bytelephone or video conference or on written submissions as alternatives to aformal hearing. The emergency arbitrator shall have the authority vested in thetribunal under Rule 7, including the authority to rule on her/his own jurisdiction,and shall resolve any disputes over the applicability of this Rule 38.
(e) If after consideration the emergency arbitrator is satisfied that the party seeking
the emergency relief has shown that immediate and irreparable loss or damage
shall result in the absence of emergency relief, and that such party is entitled tosuch relief, the emergency arbitrator may enter an interim order or award granting
the relief and stating the reason therefore.
(f) Any application to modify an interim award of emergency relief must be based onchanged circumstances and may be made to the emergency arbitrator until thepanel is constituted; thereafter such a request shall be addressed to the panel.
The emergency arbitrator shall have no further power to act after the panel isconstituted unless the parties agree that the emergency arbitrator is named as amember of the panel.
(g) Any interim award of emergency relief may be conditioned on provision by the
party seeking such relief for appropriate security.
(h) A request for interim measures addressed by a party to a judicial authority shallnot be deemed incompatible with this rule, the agreement to arbitrate or a waiverof the right to arbitrate. If the AAA is directed by a judicial authority to nominate a
special master to consider and report on an application for emergency relief, theAAA shall proceed as provided in this rule and the references to the emergency
arbitrator shall be read to mean the special master, except that the special mastershall issue a report rather than an interim award.
(i) The costs associated with applications for emergency relief shall initially beapportioned by the emergency arbitrator or special master, subject to the powerof the tribunal to determine finally the apportionment of such costs.

R-39. Closing of Hearing(a) The arbitrator shall specifically inquire of all parties whether they have any further
proofs to offer or witnesses to be heard. Upon receiving negative replies or ifsatisfied that the record is complete, the arbitrator shall declare the hearing closed.
(b) If documents or responses are to be filed as provided in Rule R-35, or if briefs areto be filed, the hearing shall be declared closed as of the final date set by thearbitrator for the receipt of briefs. If no documents, responses, or briefs are to
be filed, the arbitrator shall declare the hearings closed as of the date of the last
hearing (including telephonic hearings). If the case was heard without any oral
hearings, the arbitrator shall close the hearings upon the due date established forreceipt of the final submission.
Rules Amended and Effective October 1, 2013. Fee Schedule Amended and Effective July 1, 2016.

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(c) The time limit within which the arbitrator is required to make the award shallcommence, in the absence of other agreements by the parties, upon the closingof the hearing. The AAA may extend the time limit for rendering of the award onlyin unusual and extreme circumstances.

R-40. Reopening of Hearing
The hearing may be reopened on the arbitrator’s initiative, or by the direction of
the arbitrator upon application of a party, at any time before the award is made. If
reopening the hearing would prevent the making of the award within the specifictime agreed to by the parties in the arbitration agreement, the matter may not
be reopened unless the parties agree to an extension of time. When no specificdate is fixed by agreement of the parties , the arbitrator shall have 30 calendar
days from the closing of the reopened hearing within which to make an award(14 calendar days if the case is governed by the Expedited Procedures).
R-41. Waiver of Rules
Any party who proceeds with the arbitration after knowledge that any provisionor requirement of these rules has not been complied with and who fails to state
an objection in writing shall be deemed to have waived the right to object.
R-42. Extensions of Time
The parties may modify any period of time by mutual agreement. The AAA or thearbitrator may for good cause extend any period of time established by theserules, except the time for making the award. The AAA shall notify the parties ofany extension.
R-43. Serving of Notice and Communications(a) Any papers, notices, or process necessary or proper for the initiation orcontinuation of an arbitration under these rules, for any court action in connection
therewith, or for the entry of judgment on any award made under these rules may
be served on a party by mail addressed to the party or its representative at the last
known address or by personal service, in or outside the state where the arbitration
is to be held, provided that reasonable opportunity to be heard with regard to thedispute is or has been granted to the party.
(b) The AAA, the arbitrator and the parties may also use overnight delivery orelectronic facsimile transmission (fax), or electronic (e-mail) to give the notices
required by these rules. Where all parties and the arbitrator agree, notices may betransmitted by e-mail or other methods of communication.

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(c) Unless otherwise instructed by the AAA or by the arbitrator, any documents
submitted by any party to the AAA or to the arbitrator shall simultaneously beprovided to the other party or parties to the arbitration.
(d) Unless otherwise instructed by the AAA or by the arbitrator, all written
communications made by any party to the AAA or to the arbitrator shallsimultaneously be provided to the other party or parties to the arbitration.
(e) Failure to provide the other party with copies of communications made to the
AAA or to the arbitrator may prevent the AAA or the arbitrator from acting on any
requests or objections contained therein.
(f) The AAA may direct that any oral or written communications that are sent by aparty or their representative shall be sent in a particular manner. The failure of aparty or their representative to do so may result in the AAA’s refusal to consider
the issue raised in the communication.

R-44. Majority Decision(a) When the panel consists of more than one arbitrator, unless required by law or by
the arbitration agreement or section (b) of this rule, a majority of the arbitrators
must make all decisions.
(b) Where there is a panel of three arbitrators, absent an objection of a party or
another member of the panel, the chairperson of the panel is authorized toresolve any disputes related to the exchange of information or procedural matterswithout the need to consult the full panel.

R-45. Time of Award
The award shall be made promptly by the arbitrator and, unless otherwise agreed
by the parties or specified by law, no later than 30 calendar days from the date ofclosing the hearing, or, if oral hearings have been waived, from the due date set
for receipt of the parties’ final statements and proofs.
R-46. Form of Award(a) Any award shall be in writing and signed by a majority of the arbitrators. It shall be
executed in the form and manner required by law.
(b) The arbitrator need not render a reasoned award unless the parties request suchan award in writing prior to appointment of the arbitrator or unless the arbitrator
determines that a reasoned award is appropriate.

Rules Amended and Effective October 1, 2013. Fee Schedule Amended and Effective July 1, 2016.

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R-47. Scope of Award(a) The arbitrator may grant any remedy or relief that the arbitrator deems just andequitable and within the scope of the agreement of the parties, including, but notlimited to, specific performance of a contract.
(b) In addition to a final award, the arbitrator may make other decisions, includinginterim, interlocutory, or partial rulings, orders, and awards. In any interim,interlocutory, or partial award, the arbitrator may assess and apportion the fees,
expenses, and compensation related to such award as the arbitrator determines isappropriate.
(c) In the final award, the arbitrator shall assess the fees, expenses, and compensation
provided in Sections R-53, R-54, and R-55. The arbitrator may apportion such fees,
expenses, and compensation among the parties in such amounts as the arbitrator
determines is appropriate.
(d) The award of the arbitrator(s) may include:i.

interest at such rate and from such date as the arbitrator(s) may deem
appropriate; andii. an award of attorneys’ fees if all parties have requested such an award or it isauthorized by law or their arbitration agreement.

R-48. Award Upon Settlement—Consent Award(a) If the parties settle their dispute during the course of the arbitration and if theparties so request, the arbitrator may set forth the terms of the settlement in a“consent award.” A consent award must include an allocation of arbitration costs,
including administrative fees and expenses as well as arbitrator fees and expenses.
(b) The consent award shall not be released to the parties until all administrative fees
and all arbitrator compensation have been paid in full.

R-49. Delivery of Award to Parties
Parties shall accept as notice and delivery of the award the placing of the award or
a true copy thereof in the mail addressed to the parties or their representatives
at their last known addresses, personal or electronic service of the award, or thefiling of the award in any other manner that is permitted by law.
R-50. Modification of Award
Within 20 calendar days after the transmittal of an award, any party, upon noticeto the other parties, may request the arbitrator, through the AAA, to correct any
clerical, typographical, or computational errors in the award. The arbitrator is not
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parties shall be given 10 calendar days to respond to the request. The arbitrator
shall dispose of the request within 20 calendar days after transmittal by the AAA
to the arbitrator of the request and any response thereto.
R-51. Release of Documents for Judicial Proceedings
The AAA shall, upon the written request of a party to the arbitration, furnish to
the party, at its expense, copies or certified copies of any papers in the AAA’s
possession that are not determined by the AAA to be privileged or confidential.
R-52. Applications to Court and Exclusion of Liability(a) No judicial proceeding by a party relating to the subject matter of the arbitration
shall be deemed a waiver of the party’s right to arbitrate.
(b) Neither the AAA nor any arbitrator in a proceeding under these rules is anecessary or proper party in judicial proceedings relating to the arbitration.
(c) Parties to an arbitration under these rules shall be deemed to have consented that
judgment upon the arbitration award may be entered in any federal or state court
having jurisdiction thereof.
(d) Parties to an arbitration under these rules shall be deemed to have consented
that neither the AAA nor any arbitrator shall be liable to any party in any action fordamages or injunctive relief for any act or omission in connection with any
arbitration under these rules.
(e) Parties to an arbitration under these rules may not call the arbitrator, the AAA, or
AAA employees as a witness in litigation or any other proceeding relating to thearbitration. The arbitrator, the AAA and AAA employees are not competent totestify as witnesses in any such proceeding.

R-53. Administrative Fees
As a not-for-profit organization, the AAA shall prescribe administrative fees tocompensate it for the cost of providing administrative services. The fees in effectwhen the fee or charge is incurred shall be applicable. The filing fee shall beadvanced by the party or parties making a claim or counterclaim, subject to final
apportionment by the arbitrator in the award. The AAA may, in the event of
extreme hardship on the part of any party, defer or reduce the administrative fees.
R-54. Expenses
The expenses of witnesses for either side shall be paid by the party producing
such witnesses. All other expenses of the arbitration, including required traveland other expenses of the arbitrator, AAA representatives, and any witness andRules Amended and Effective October 1, 2013. Fee Schedule Amended and Effective July 1, 2016.

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the cost of any proof produced at the direct request of the arbitrator, shall beborne equally by the parties, unless they agree otherwise or unless the arbitrator
in the award assesses such expenses or any part thereof against any specified
party or parties.
R-55. Neutral Arbitrator’s Compensation(a) Arbitrators shall be compensated at a rate consistent with the arbitrator’s statedrate of compensation.
(b) If there is disagreement concerning the terms of compensation, an appropriate
rate shall be established with the arbitrator by the AAA and confirmed to theparties.
(c) Any arrangement for the compensation of a neutral arbitrator shall be madethrough the AAA and not directly between the parties and the arbitrator.

R-56. Deposits(a) The AAA may require the parties to deposit in advance of any hearings such sumsof money as it deems necessary to cover the expense of the arbitration, including
the arbitrator’s fee, if any, and shall render an accounting to the parties and return
any unexpended balance at the conclusion of the case.
(b) Other than in cases where the arbitrator serves for a flat fee, deposit amounts
requested will be based on estimates provided by the arbitrator. The arbitrator will
determine the estimated amount of deposits using the information provided by
the parties with respect to the complexity of each case.
(c) Upon the request of any party, the AAA shall request from the arbitrator an
itemization or explanation for the arbitrator’s request for deposits.

R-57. Remedies for Nonpayment
If arbitrator compensation or administrative charges have not been paid in full,the AAA may so inform the parties in order that one of them may advance therequired payment.
(a) Upon receipt of information from the AAA that payment for administrative
charges or deposits for arbitrator compensation have not been paid in full, tothe extent the law allows, a party may request that the arbitrator take specificmeasures relating to a party’s non-payment.
(b) Such measures may include, but are not limited to, limiting a party’s ability toassert or pursue their claim. In no event, however, shall a party be precluded fromdefending a claim or counterclaim.

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(c) The arbitrator must provide the party opposing a request for such measures withthe opportunity to respond prior to making any ruling regarding the same.
(d) In the event that the arbitrator grants any request for relief which limits any party’s
participation in the arbitration, the arbitrator shall require the party who is making
a claim and who has made appropriate payments to submit such evidence as thearbitrator may require for the making of an award.
(e) Upon receipt of information from the AAA that full payments have not been
received, the arbitrator, on the arbitrator’s own initiative or at the request of the
AAA or a party, may order the suspension of the arbitration. If no arbitrator has yet
been appointed, the AAA may suspend the proceedings.
(f) If the arbitration has been suspended by either the AAA or the arbitrator and theparties have failed to make the full deposits requested within the time provided
after the suspension, the arbitrator, or the AAA if an arbitrator has not been
appointed, may terminate the proceedings.

R-58. Sanctions(a) The arbitrator may, upon a party’s request, order appropriate sanctions where aparty fails to comply with its obligations under these rules or with an order of thearbitrator. In the event that the arbitrator enters a sanction that limits any party’s
participation in the arbitration or results in an adverse determination of an issue
or issues, the arbitrator shall explain that order in writing and shall require thesubmission of evidence and legal argument prior to making of an award. The
arbitrator may not enter a default award as a sanction.
(b) The arbitrator must provide a party that is subject to a sanction request with theopportunity to respond prior to making any determination regarding the sanctions
application.

Rules Amended and Effective October 1, 2013. Fee Schedule Amended and Effective July 1, 2016.

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Preliminary Hearing ProceduresP-1. General(a) In all but the simplest cases, holding a preliminary hearing as early in the process
as possible will help the parties and the arbitrator organize the proceeding in amanner that will maximize efficiency and economy, and will provide each party afair opportunity to present its case.
(b) Care must be taken to avoid importing procedures from court systems, as suchprocedures may not be appropriate to the conduct of arbitrations as an alternative
form of dispute resolution that is designed to be simpler, less expensive and more
expeditious.

P-2. Checklist(a) The following checklist suggests subjects that the parties and the arbitrator should
address at the preliminary hearing, in addition to any others that the parties orthe arbitrator believe to be appropriate to the particular case. The items to beaddressed in a particular case will depend on the size, subject matter, andcomplexity of the dispute, and are subject to the discretion of the arbitrator:(i)the possibility of other non-adjudicative methods of dispute resolution,
including mediation pursuant to R-9;(ii)

whether all necessary or appropriate parties are included in the arbitration;(iii)

whether a party will seek a more detailed statement of claims, counterclaims
or defenses;(iv)

whether there are any anticipated amendments to the parties’ claims,
counterclaims, or defenses;

(v)

which
(a) arbitration rules;(b) procedural law; and(c) substantive law govern the arbitration;(vi)

whether there are any threshold or dispositive issues that can efficiently be
decided without considering the entire case, including without limitation,(a) any preconditions that must be satisfied before proceeding with thearbitration;(b) whether any claim or counterclaim falls outside the arbitrator’s jurisdiction
or is otherwise not arbitrable;(c) consolidation of the claims or counterclaims with another arbitration; or(d) bifurcation of the proceeding.

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(vii) whether the parties will exchange documents, including electronically stored
documents, on which they intend to rely in the arbitration, and/or makewritten requests for production of documents within defined parameters;(viii) whether to establish any additional procedures to obtain information that isrelevant and material to the outcome of disputed issues;(ix)

how costs of any searches for requested information or documents thatwould result in substantial costs should be borne;(x)whether any measures are required to protect confidential information;(xi)

whether the parties intend to present evidence from expert witnesses, andif so, whether to establish a schedule for the parties to identify their experts
and exchange expert reports;(xii) whether, according to a schedule set by the arbitrator, the parties will(a) identify all witnesses, the subject matter of their anticipated testimonies,
exchange written witness statements, and determine whether written
witness statements will replace direct testimony at the hearing;(b) exchange and pre-mark documents that each party intends to submit;and(c) exchange pre-hearing submissions, including exhibits;(xiii) the date, time and place of the arbitration hearing;(xiv) whether, at the arbitration hearing,(a) testimony may be presented in person, in writing, by videoconference, via
the internet, telephonically, or by other reasonable means;(b) there will be a stenographic transcript or other record of the proceeding
and, if so, who will make arrangements to provide it;(xv) whether any procedure needs to be established for the issuance of subpoenas;(xvi) the identification of any ongoing, related litigation or arbitration;(xvii) whether post-hearing submissions will be filed;(xviii) the form of the arbitration award; and(xix) any other matter the arbitrator considers appropriate or a party wishes
to raise.
(b) The arbitrator shall issue a written order memorializing decisions made andagreements reached during or following the preliminary hearing.

Rules Amended and Effective October 1, 2013. Fee Schedule Amended and Effective July 1, 2016.

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Expedited ProceduresE-1. Limitation on Extensions
Except in extraordinary circumstances, the AAA or the arbitrator may grant a
party no more than one seven-day extension of time to respond to the Demandfor Arbitration or counterclaim as provided in Section R-5.
E-2. Changes of Claim or Counterclaim
A claim or counterclaim may be increased in amount, or a new or different claim
or counterclaim added, upon the agreement of the other party, or the consent
of the arbitrator. After the arbitrator is appointed, however, no new or different
claim or counterclaim may be submitted except with the arbitrator’s consent. If an
increased claim or counterclaim exceeds $75,000, the case will be administeredunder the regular procedures unless all parties and the arbitrator agree that thecase may continue to be processed under the Expedited Procedures.
E-3. Serving of Notices
In addition to notice provided by Section R-43, the parties shall also accept
notice by telephone. Telephonic notices by the AAA shall subsequently be
confirmed in writing to the parties. Should there be a failure to confirm in writing
any such oral notice, the proceeding shall nevertheless be valid if notice has, infact, been given by telephone.
E-4. Appointment and Qualifications of Arbitrator(a) The AAA shall simultaneously submit to each party an identical list of fiveproposed arbitrators drawn from its National Roster from which one arbitrator
shall be appointed.
(b) The parties are encouraged to agree to an arbitrator from this list and to advise
the AAA of their agreement. If the parties are unable to agree upon an arbitrator,each party may strike two names from the list and return it to the AAA withinseven days from the date of the AAA’s mailing to the parties. If for any reason theappointment of an arbitrator cannot be made from the list, the AAA may makethe appointment from other members of the panel without the submission of
additional lists.
(c) The parties will be given notice by the AAA of the appointment of the arbitrator,
who shall be subject to disqualification for the reasons specified in Section R-18.
The parties shall notify the AAA within seven calendar days of any objection to thearbitrator appointed. Any such objection shall be for cause and shall be confirmedin writing to the AAA with a copy to the other party or parties.
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E-5. Exchange of Exhibits
At least two business days prior to the hearing, the parties shall exchange copiesof all exhibits they intend to submit at the hearing. The arbitrator shall resolve
disputes concerning the exchange of exhibits.
E-6. Proceedings on Documents and Procedures for the Resolution of Disputes
Through Document Submission
Where no party’s claim exceeds $25,000, exclusive of interest, attorneys’ fees andarbitration costs, and other cases in which the parties agree, the dispute shall be
resolved by submission of documents, unless any party requests an oral hearing,or the arbitrator determines that an oral hearing is necessary. Where cases areresolved by submission of documents, the following procedures may be utilized
at the agreement of the parties or the discretion of the arbitrator:(a) Within 14 calendar days of confirmation of the arbitrator’s appointment, thearbitrator may convene a preliminary management hearing, via conference call,video conference, or internet, to establish a fair and equitable procedure for thesubmission of documents, and, if the arbitrator deems appropriate, a schedule forone or more telephonic or electronic conferences.
(b) The arbitrator has the discretion to remove the case from the documents-only
process if the arbitrator determines that an in-person hearing is necessary.
(c) If the parties agree to in-person hearings after a previous agreement to proceed
under this rule, the arbitrator shall conduct such hearings. If a party seeks to havein-person hearings after agreeing to this rule, but there is not agreement among
the parties to proceed with in-person hearings, the arbitrator shall resolve theissue after the parties have been given the opportunity to provide their respective
positions on the issue.
(d) The arbitrator shall establish the date for either written submissions or a final
telephonic or electronic conference. Such date shall operate to close the hearing
and the time for the rendering of the award shall commence.
(e) Unless the parties have agreed to a form of award other than that set forth inrule R-46, when the parties have agreed to resolve their dispute by this rule, thearbitrator shall render the award within 14 calendar days from the date the hearing
is closed.
(f) If the parties agree to a form of award other than that described in rule R-46, thearbitrator shall have 30 calendar days from the date the hearing is declared closed
in which to render the award.
(g) The award is subject to all other provisions of the Regular Track of these rules
which pertain to awards.

Rules Amended and Effective October 1, 2013. Fee Schedule Amended and Effective July 1, 2016.

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E-7. Date, Time, and Place of Hearing
In cases in which a hearing is to be held, the arbitrator shall set the date, time,and place of the hearing, to be scheduled to take place within 30 calendar daysof confirmation of the arbitrator’s appointment. The AAA will notify the parties inadvance of the hearing date.
E-8. The Hearing(a) Generally, the hearing shall not exceed one day. Each party shall have equal
opportunity to submit its proofs and complete its case. The arbitrator shalldetermine the order of the hearing, and may require further submission of
documents within two business days after the hearing. For good cause shown, thearbitrator may schedule additional hearings within seven business days after the
initial day of hearings.
(b) Generally, there will be no stenographic record. Any party desiring a stenographic
record may arrange for one pursuant to the provisions of Section R-28.

E-9. Time of Award
Unless otherwise agreed by the parties, the award shall be rendered notlater than 14 calendar days from the date of the closing of the hearing or, if oral
hearings have been waived, from the due date established for the receipt of theparties’ final statements and proofs.
E-10. Arbitrator’s Compensation
Arbitrators will receive compensation at a rate to be suggested by the AAAregional office.

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Procedures for Large, Complex Commercial Disputes
L-1. Administrative Conference
Prior to the dissemination of a list of potential arbitrators, the AAA shall, unlessthe parties agree otherwise, conduct an administrative conference with theparties and/or their attorneys or other representatives by conference call. The
conference will take place within 14 calendar days after the commencement of
the arbitration. In the event the parties are unable to agree on a mutuallyacceptable time for the conference, the AAA may contact the parties individuallyto discuss the issues contemplated herein. Such administrative conference shallbe conducted for the following purposes and for such additional purposes as theparties or the AAA may deem appropriate:(a) to obtain additional information about the nature and magnitude of the disputeand the anticipated length of hearing and scheduling;(b) to discuss the views of the parties about the technical and other qualifications of
the arbitrators;(c) to obtain conflicts statements from the parties; and(d) to consider, with the parties, whether mediation or other non-adjudicative
methods of dispute resolution might be appropriate.

L-2. Arbitrators(a) Large, complex commercial cases shall be heard and determined by either one
or three arbitrators, as may be agreed upon by the parties. With the exception
in paragraph (b) below, if the parties are unable to agree upon the number ofarbitrators and a claim or counterclaim involves at least $1,000,000, then threearbitrator(s) shall hear and determine the case. If the parties are unable toagree on the number of arbitrators and each claim and counterclaim is less than
$1,000,000, then one arbitrator shall hear and determine the case.
(b) In cases involving the financial hardship of a party or other circumstance, the AAA
at its discretion may require that only one arbitrator hear and determine the case,irrespective of the size of the claim involved in the dispute.
(c) The AAA shall appoint arbitrator(s) as agreed by the parties. If they are unable toagree on a method of appointment, the AAA shall appoint arbitrators from theLarge, Complex Commercial Case Panel, in the manner provided in the regular
Commercial Arbitration Rules. Absent agreement of the parties, the arbitrator(s)shall not have served as the mediator in the mediation phase of the instantproceeding.

Rules Amended and Effective October 1, 2013. Fee Schedule Amended and Effective July 1, 2016.

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L-3. Management of Proceedings(a) The arbitrator shall take such steps as deemed necessary or desirable to avoid
delay and to achieve a fair, speedy and cost-effective resolution of a Large,
Complex Commercial Dispute.
(b) As promptly as practicable after the selection of the arbitrator(s), a preliminary
hearing shall be scheduled in accordance with sections P-1 and P-2 of these rules.
(c) The parties shall exchange copies of all exhibits they intend to submit at thehearing at least 10 calendar days prior to the hearing unless the arbitrator(s)determines otherwise.
(d) The parties and the arbitrator(s) shall address issues pertaining to the pre-hearing
exchange and production of information in accordance with rule R-22 of the AAA
Commercial Rules, and the arbitrator’s determinations on such issues shall be
included within the Scheduling and Procedure Order.
(e) The arbitrator, or any single member of the arbitration tribunal, shall be authorized
to resolve any disputes concerning the pre-hearing exchange and production of
documents and information by any reasonable means within his discretion,
including, without limitation, the issuance of orders set forth in rules R-22 and R-23of the AAA Commercial Rules.
(f) In exceptional cases, at the discretion of the arbitrator, upon good cause shownand consistent with the expedited nature of arbitration, the arbitrator may orderdepositions to obtain the testimony of a person who may possess information
determined by the arbitrator to be relevant and material to the outcome of thecase. The arbitrator may allocate the cost of taking such a deposition.
(g) Generally, hearings will be scheduled on consecutive days or in blocks ofconsecutive days in order to maximize efficiency and minimize costs.

Administrative Fee Schedules (Standard and Flexible Fees)
FOR THE CURRENT ADMINISTRATIVE FEE SCHEDULE, PLEASE VISIT
www.adr.org/feeschedule.

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Commercial Mediation ProceduresM-1. Agreement of Parties
Whenever, by stipulation or in their contract, the parties have provided for
mediation or conciliation of existing or future disputes under the auspices of theAmerican Arbitration Association or under these procedures, the parties andtheir representatives, unless agreed otherwise in writing, shall be deemed tohave made these procedural guidelines, as amended and in effect as of the dateof filing of a request for mediation, a part of their agreement and designate the
AAA as the administrator of their mediation.
The parties by mutual agreement may vary any part of these procedures
including, but not limited to, agreeing to conduct the mediation via telephone orother electronic or technical means.
M-2. Initiation of Mediation
Any party or parties to a dispute may initiate mediation under the AAA’s auspices
by making a request for mediation to any of the AAA’s regional offices or casemanagement centers via telephone, email, regular mail or fax. Requests formediation may also be filed online via WebFile at www.adr.org.
The party initiating the mediation shall simultaneously notify the other party or
parties of the request. The initiating party shall provide the following information
to the AAA and the other party or parties as applicable:(i) A copy of the mediation provision of the parties’ contract or the parties’
stipulation to mediate.
(ii) The names, regular mail addresses, email addresses, and telephone numbersof all parties to the dispute and representatives, if any, in the mediation.
(iii) A brief statement of the nature of the dispute and the relief requested.
(iv) Any specific qualifications the mediator should possess.

M-3. Representation
Subject to any applicable law, any party may be represented by persons of theparty’s choice. The names and addresses of such persons shall be communicatedin writing to all parties and to the AAA.

Rules Amended and Effective October 1, 2013. Fee Schedule Amended and Effective July 1, 2016.

COMMERCIAL RULES 39

M-4. Appointment of the Mediator
If the parties have not agreed to the appointment of a mediator and have notprovided any other method of appointment, the mediator shall be appointed in
the following manner:(i) Upon receipt of a request for mediation, the AAA will send to each party a listof mediators from the AAA’s Panel of Mediators. The parties are encouraged
to agree to a mediator from the submitted list and to advise the AAA of theiragreement.
(ii) If the parties are unable to agree upon a mediator, each party shall strike
unacceptable names from the list, number the remaining names in order ofpreference, and return the list to the AAA. If a party does not return the list
within the time specified, all mediators on the list shall be deemed
acceptable. From among the mediators who have been mutually approvedby the parties, and in accordance with the designated order of mutual
preference, the AAA shall invite a mediator to serve.
(iii) If the parties fail to agree on any of the mediators listed, or if acceptable
mediators are unable to serve, or if for any other reason the appointment
cannot be made from the submitted list, the AAA shall have the authority tomake the appointment from among other members of the Panel of Mediators
without the submission of additional lists.

M-5. Mediator’s Impartiality and Duty to Disclose
AAA mediators are required to abide by the Model Standards of Conduct forMediators in effect at the time a mediator is appointed to a case. Where there
is a conflict between the Model Standards and any provision of these Mediation
Procedures, these Mediation Procedures shall govern. The Standards require
mediators to (i) decline a mediation if the mediator cannot conduct it in an
impartial manner, and (ii) disclose, as soon as practicable, all actual and potential
conflicts of interest that are reasonably known to the mediator and could
reasonably be seen as raising a question about the mediator’s impartiality.
Prior to accepting an appointment, AAA mediators are required to make areasonable inquiry to determine whether there are any facts that a reasonable
individual would consider likely to create a potential or actual conflict of interestfor the mediator. AAA mediators are required to disclose any circumstance likely
to create a presumption of bias or prevent a resolution of the parties’ disputewithin the time-frame desired by the parties. Upon receipt of such disclosures,
the AAA shall immediately communicate the disclosures to the parties for theircomments.
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The parties may, upon receiving disclosure of actual or potential conflicts ofinterest of the mediator, waive such conflicts and proceed with the mediation.
In the event that a party disagrees as to whether the mediator shall serve, or in
the event that the mediator’s conflict of interest might reasonably be viewed asundermining the integrity of the mediation, the mediator shall be replaced.
M-6. Vacancies
If any mediator shall become unwilling or unable to serve, the AAA will appoint
another mediator, unless the parties agree otherwise, in accordance with section
M-4.
M-7. Duties and Responsibilities of the Mediator(i) The mediator shall conduct the mediation based on the principle of party
self-determination. Self-determination is the act of coming to a voluntary,
uncoerced decision in which each party makes free and informed choices as
to process and outcome.
(ii) The mediator is authorized to conduct separate or ex parte meetings andother communications with the parties and/or their representatives, before,
during, and after any scheduled mediation conference. Such communications
may be conducted via telephone, in writing, via email, online, in person orotherwise.
(iii) The parties are encouraged to exchange all documents pertinent to the relief
requested. The mediator may request the exchange of memoranda on issues,
including the underlying interests and the history of the parties’ negotiations.
Information that a party wishes to keep confidential may be sent to themediator, as necessary, in a separate communication with the mediator.
(iv) The mediator does not have the authority to impose a settlement on theparties but will attempt to help them reach a satisfactory resolution of theirdispute. Subject to the discretion of the mediator, the mediator may makeoral or written recommendations for settlement to a party privately or, if theparties agree, to all parties jointly.
(v) In the event a complete settlement of all or some issues in dispute is notachieved within the scheduled mediation session(s), the mediator may
continue to communicate with the parties, for a period of time, in an ongoing
effort to facilitate a complete settlement.
(vi) The mediator is not a legal representative of any party and has no fiduciary
duty to any party.

Rules Amended and Effective October 1, 2013. Fee Schedule Amended and Effective July 1, 2016.

COMMERCIAL RULES 41

M-8. Responsibilities of the Parties
The parties shall ensure that appropriate representatives of each party, having
authority to consummate a settlement, attend the mediation conference.
Prior to and during the scheduled mediation conference session(s) the parties
and their representatives shall, as appropriate to each party’s circumstances,
exercise their best efforts to prepare for and engage in a meaningful andproductive mediation.
M-9. Privacy
Mediation sessions and related mediation communications are private
proceedings. The parties and their representatives may attend mediation
sessions. Other persons may attend only with the permission of the parties andwith the consent of the mediator.
M-10. Confidentiality
Subject to applicable law or the parties’ agreement, confidential information
disclosed to a mediator by the parties or by other participants (witnesses) in thecourse of the mediation shall not be divulged by the mediator. The mediatorshall maintain the confidentiality of all information obtained in the mediation,
and all records, reports, or other documents received by a mediator while serving
in that capacity shall be confidential.
The mediator shall not be compelled to divulge such records or to testify inregard to the mediation in any adversary proceeding or judicial forum.
The parties shall maintain the confidentiality of the mediation and shall not relyon, or introduce as evidence in any arbitral, judicial, or other proceeding thefollowing, unless agreed to by the parties or required by applicable law:(i) Views expressed or suggestions made by a party or other participant withrespect to a possible settlement of the dispute;(ii) Admissions made by a party or other participant in the course of themediation proceedings;(iii) Proposals made or views expressed by the mediator; or(iv) The fact that a party had or had not indicated willingness to accept a proposal
for settlement made by the mediator.

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M-11. No Stenographic Record
There shall be no stenographic record of the mediation process.
M-12. Termination of Mediation
The mediation shall be terminated:(i) By the execution of a settlement agreement by the parties; or(ii) By a written or verbal declaration of the mediator to the effect that further
efforts at mediation would not contribute to a resolution of the parties’
dispute; or(iii) By a written or verbal declaration of all parties to the effect that the mediation
proceedings are terminated; or(iv) When there has been no communication between the mediator and any partyor party’s representative for 21 days following the conclusion of the mediation
conference.

M-13. Exclusion of Liability
Neither the AAA nor any mediator is a necessary party in judicial proceedings
relating to the mediation. Neither the AAA nor any mediator shall be liable toany party for any error, act or omission in connection with any mediation
conducted under these procedures.
M-14. Interpretation and Application of Procedures
The mediator shall interpret and apply these procedures insofar as they relate
to the mediator’s duties and responsibilities. All other procedures shall beinterpreted and applied by the AAA.
M-15. Deposits
Unless otherwise directed by the mediator, the AAA will require the parties todeposit in advance of the mediation conference such sums of money as it, in
consultation with the mediator, deems necessary to cover the costs and expensesof the mediation and shall render an accounting to the parties and return any
unexpended balance at the conclusion of the mediation.

Rules Amended and Effective October 1, 2013. Fee Schedule Amended and Effective July 1, 2016.

COMMERCIAL RULES 43

M-16. Expenses
All expenses of the mediation, including required traveling and other expenses
or charges of the mediator, shall be borne equally by the parties unless theyagree otherwise. The expenses of participants for either side shall be paid by the
party requesting the attendance of such participants.
M-17. Cost of the Mediation
FOR THE CURRENT ADMINISTRATIVE FEE SCHEDULE, PLEASE VISIT
www.adr.org/feeschedule.

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American Arbitration Association© 2016 American Arbitration Association, Inc. All rights reserved. These rules are the copyrighted property of theAmerican Arbitration Association (AAA) and are intended to be used in conjunction with the AAA’s administrative services.
Any unauthorized use or modification of these rules may violate copyright laws and other applicable laws.
Please contact 800.778.7879 or websitemail@adr.org for additional information.

Regional Vice Presidents
States: Delaware, District of Columbia,
Maryland, New Jersey, Pennsylvania, Virginia

States: Indiana, Kentucky, North Carolina, Ohio,
South Carolina, Tennessee, West Virginia

States: Oklahoma, Texas

States: Florida

P. Jean Baker, Esq.
Vice President
Phone: 202.223.7093
Email: BakerJ@adr.org

Andrew Barton
Vice President
Phone: 210.998.5750
Email: BartonA@adr.org
States: Alabama, Georgia

John M. Bishop
Vice President
Phone: 404.320.5150
Email: BishopJ@adr.org
States: City of Houston, Louisiana, Mississippi

Ingeuneal C. Gray, Esq.
Vice President
Phone: 832.308.7893
Email: GrayI@adr.org

States: Connecticut, Maine, Massachusetts,
New Hampshire, Rhode Island, Vermont

Karen Jalkut
Vice President
Phone: 617.695.6062
Email: JalkutK@adr.org

States: Alaska, California, Hawaii, Oregon,
Washington

Serena K. Lee, Esq.
Vice President
Phone: 415.671.4053
Email: LeeS@adr.org

Michelle M. Skipper
Vice President
Phone: 704.643.8605
Email: SkipperM@adr.org
Rebecca Storrow, Ph.D.
Vice President
Phone: 954.372.4341
Email: StorrowR@adr.org

States: Arizona, Colorado, Kansas, Idaho,Montana, Nebraska, Nevada, New Mexico,Utah, Wyoming

Lance K. Tanaka
Vice President
Phone: 303.831.0824
Email: TanakaL@adr.org

States: Arkansas, Illinois, Iowa, Michigan,
Minnesota, Missouri, North Dakota,
South Dakota, Wisconsin

A. Kelly Turner, Esq.
Vice President
Phone: 312.361.1116
Email: TurnerK@adr.org
States: New York

Jeffrey T. Zaino, Esq.
Vice President
Phone: 212.484.3224
Email: ZainoJ@adr.org

Case Management Vice Presidents and Assistant Vice Presidents
Jeffrey Garcia
Vice President
Phone: 559.490.1860
Email: GarciaJ@adr.org

Yvonne Baglini
Assistant Vice President
Phone: 866.293.4053
Email: BagliniY@adr.org

Administers cases in: AK, AZ, AR, CA, CO, HI,
ID, IL, IA, KS, LA, MN, MS, MO, MT, NE, NV,
NM, ND, OK, OR, SD, TX, UT, WA, WI, WY

Administers cases in: CT, DE, MA, ME, MI, NH,
NJ, NY, PA, RI, VT, WV

John M. Bishop
Vice President
Phone: 404.320.5150
Email: BishopJ@adr.org
Administers cases in: AL, DC, FL, GA, IN, KY,
MD, NC, OH, SC, TN, VA

800.778.7879 | websitemail@adr.org | adr.org