Arbitration Agreement (Canada)

This Arbitration Agreement is effective as of _ _ _ _ _ _ _ _ _ _ _ _ _ by and between _ _ _ _ _ _ _ _ _ _ _ _ _, located at _ _ _ _ _ _ _, _ _ _ _ _ _ _ _, _ _ _ _ _ _ _ _, and _ _ _ _ _ _ _ _ _ _ _ _ _, located at _ _ _ _ _ _ _, _ _ _ _ _ _ _ _, _ _ _ _ _ _ _ _ (each a "Party" and collectively the "Parties").

DISPUTE RESOLUTION PROCESS

1. Each Party hereby agrees that any dispute, claim, or controversy that may arise between them directly or indirectly arising out of or related in any way to the construction, application, or breach of any of the terms or conditions of the _ _ _ _ _ _ _ _ _ _ _ _ _ signed by the Parties on _ _ _ _ _ _ _ _ _ _ _ _ _ will be resolved according to the following dispute resolution process:

   1. The Parties may voluntarily agree to first attempt to resolve the dispute through informal negotiation. Either Party may decide to forego or stop negotiation at any time.

   2. In recognition that mediation may offer a faster and less expensive resolution than arbitration, if the Parties are unable or unwilling to resolve the dispute through informal negotiation, then the Parties may choose to submit the dispute to mediation, to be administered according to the terms herein. Either Party may decide to forego or stop mediation at any time.

   3. In the event that the Parties are unable or unwilling to resolve the dispute through informal negotiation and mediation, then the Parties may choose to submit the dispute to binding arbitration, administered in accordance with the terms stated herein. Any judgment and award issued by the arbitrator(s) will be final and binding on the Parties and may be entered in any court of proper jurisdiction.

GOVERNING RULES

2. Unless the Parties agree otherwise, arbitration or mediation under this Agreement will be administered by the ADR Institute of Canada (ADRIC) in accordance with its most current applicable arbitration rules (the "Rules") as of the effective date of this Agreement, to the extent such Rules are not contrary to the express provisions of this Agreement. The Rules can be found at the ADR Institute of Canada's website at https://adric.ca. Each Party acknowledges that it is its own responsibility to read and be familiar with the Rules prior to signing the Agreement.

   1. In the event that the Parties choose to forego administration of the dispute by the ADR Institute of Canada and the arbitration process comes to a deadlock or otherwise fails to reach a final resolution, then the Parties agree to submit the dispute to the ADR Institute of Canada.

NOTICE OF DISPUTE

3. In the event of a dispute under this Agreement, the claiming Party agrees to notify the other Party of the dispute and the reason therefore in writing. The Parties agree to cooperate in promptly submitting the dispute to arbitration, and, unless agreed otherwise, the Parties agree to initiate any voluntary arbitration with the ADR Institute of Canada no later than 60 days after the respondent receives notice of the dispute if the dispute remains unresolved at that time.

LOCATION

4. Unless the Parties agree otherwise, any arbitration or mediation conducted pursuant to this Agreement will take place in the Province or Territory of Alberta, Canada.

ARBITRATORS

5. The dispute will be resolved by one arbitrator unless otherwise agreed by the Parties or otherwise determined in accordance with the Rules.

PROVINCE OR SUPERIOR COURT

6. If any claim or cause of action at law or in equity is filed by either Party in any provincial or superior court which results in arbitration being compelled and/or the claim or cause of action being dismissed, stayed, and/or removed to arbitration pursuant to this Agreement, the Party who instituted the claim or cause of action in provincial or superior court, either wholly or in substantial part, will, at the discretion of the arbitrator(s), reimburse the respondent for its reasonable legal fees, costs, and necessary disbursements to the extent permitted by law, in addition to any other relief to which it may be entitled related to the court claim or action.

ARBITRATION RECOVERY

7. In the event that an arbitrator holds that a Party has generally prevailed in the arbitration proceeding, then the arbitrator will award to that party, without limitation, its reasonable out-of-pocket expenses related to the arbitration, including filing fees, arbitrator compensation, attorney's fees, and legal costs. If an arbitration or any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing Party, either wholly or in substantial part, will, at the discretion of the arbitrator, be entitled to its reasonable attorney's fees, costs, and necessary disbursements to the extent permitted by law, in addition to any other relief to which it may be entitled.

CONFIDENTIALITY

8. Each Party, including its representatives, agrees not to disclose the existence, content, or results of any mediation or arbitration conducted under this Agreement without the prior written consent of the other Party, unless such disclosure is required by law.

GOVERNING LAW

9. The Parties agree and acknowledge that any dispute under this Agreement, as well as all provisions of this Agreement, will be construed, interpreted, and enforced in accordance with the laws of the Province or Territory of _ _ _ _ _ _ _ _ _ _, Canada, exclusively and without reference to principles of conflict of laws. Any claim involving the construction or application of this Agreement must be submitted to arbitration within the limitation period for such claim under the laws of _ _ _ _ _ _ _ _ _ _ and will be dismissed if the limitation period is not met. The arbitrator(s) will have no authority to apply the law of any other jurisdiction.

SCOPE OF DISPUTES

10. The dispute resolution process agreed to herein applies whether or not such disputes arise under federal, provincial, or territorial law and whether or not such disputes are based upon statutory, common law, or contract grounds.

SEVERABILITY

11. If any provision of this Agreement or the application thereof is held to be invalid or unenforceable for any reason and to any extent, that provision will be considered removed from this Agreement; however, the remaining provisions will continue to be valid and enforceable according to the intentions of the Parties and to the maximum extent permitted by law. If it is held that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

MODIFICATION

12. The Parties hereby agree that this document contains the entire agreement between the Parties and this Agreement may not be modified, changed, altered, or amended in any way except through a written amendment signed by all of the Parties hereto.

TITLES/HEADINGS

13. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

GENDER

14. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

AUTHORITY TO SIGN

15. Each Party or authorized agent signing below represents that it has proper power, authority, and capacity to execute and deliver this Agreement and so bind the Parties.