There are certain areas in which it may not be possible to come to an agreement up front on what will happen. In these cases it may be useful to include an obligation for the parties to negotiate in good faith to reach agreement. However if the parties cannot agree then it may be appropriate to have a back stop position that the matter is referred to an expert agreed upon by the parties or, if the parties cannot agree, appointed by some appropriate body relevant to the type of query involved. The definition should be amended to clarify this. If the Project relates to software then it may be appropriate to have some escrow arrangements in place in relation to source code.
Disputes Consider whether it is really appropriate to go to arbitration in relation to disputes.
Arbitration is not always quicker than going to court. Waiver It may be appropriate to include a clause making it clear that not taking action against another party immediately or giving further time for performance does not mean that you have waived your rights. In some jurisdictions lack of action may be deemed to be a waiver. The UC-A is a welcome advance. It gives everyone a common starting point for negotiations.