Arbitration Agreement

The undersigned parties, legal counsel, and/or authorized representatives (collectively, the “Parties” or, individually, a “Party”) agree to submit their claims and disputes to binding arbitration (the “Arbitration”) before the Hon. Brian A. Davis (Ret.) d/b/a/ BADavis ADR, LLC (the “Arbitrator”), who agrees to serve as Arbitrator.  

The Parties further agree as follows:

1. Participants and Procedure.

Unless the Parties and the Arbitrator agree otherwise, the Parties, and only the Parties, may attend the Arbitration.

Unless otherwise agreed to by the Parties, the Arbitration will be conducted in accordance with the BADavis ADR, LLC Arbitration Rules and Procedures (the “Rules”) and Fee Schedule, which are incorporated herein by reference.  

2. Disclosures.

The Arbitrator and the Parties acknowledge and agree that they have disclosed any past or present relationship or other information that a reasonable person would believe could influence the Arbitrator’s impartiality, and that no conflict of interest or appearance of a conflict of interest exists.

In addition, the Arbitrator provides services in association with the law firm of Pierce, Davis & Perritano, LLP (“PDP”). The Arbitrator is not aware of any aspect of his association with PDP that would create a conflict or otherwise interfere with his ability to act as an Arbitrator in this matter. The Parties specifically acknowledge and agree that the Arbitrator’s association with PDP does not constitute a conflict of interest or the appearance of a conflict of interest.

The Parties further acknowledge and agree that the Arbitrator is not acting as an attorney or otherwise providing legal advice to or on behalf of any Party, and that no attorney-client relationship with the Arbitrator and/or PDP is created by virtue of this Arbitration Agreement.

3. Compensation.

The Parties agree to compensate the Arbitrator in a timely manner in accordance with the BADavis ADR, LLC Fee Schedule and the Rules.  

4. Confidentiality.

The Parties acknowledge and agree that any and all written and oral communications made in the course of the Arbitration are and shall remain confidential and shall not be subject to disclosure in any judicial, administrative, or private proceeding. They further acknowledge and agree that the Arbitrator’s notes, work product, memoranda, and case file are and shall remain confidential and not subject to disclosure in any judicial, administrative, or private proceeding.

The confidentiality obligations and restrictions provided for in this section shall not apply to any information that all of the Parties agree in writing may be disclosed, or to any information about Arbitration fees and expenses, payment, and payment arrangements. Further, the Parties may disclose information about this Arbitration to their respective attorneys, financial advisors, or counselors, and, in the case of a business or non-profit organization, those within the business or organization with a need to know, provided however that all such individuals and/or entities shall be informed by the Party providing them with the information that it is confidential and subject to the terms of this Arbitration Agreement.

Notwithstanding the foregoing, the Arbitrator may disclose information obtained during the Arbitration concerning: (a) the threat of future child abuse or neglect; (b) the risk of serious physical harm to an individual; (c) the planned commission of a crime or other unlawful activity; or (d) evidence relating to the Arbitrator’s purported liability in any action or proceeding against the Arbitrator arising from this Arbitration.

5. Disqualification of the Arbitrator and Exclusion of Liability.

The Parties agree to make no effort or attempt to compel the Arbitrator’s testimony or the testimony of any person assisting the Arbitrator in this matter. Each Party agrees to make no attempt to compel the Arbitrator or any person assisting the Arbitrator in this matter to produce any document created by or provided to the Arbitrator or such person. The Parties further agree to defend the Arbitrator and any person assisting the Arbitrator from any subpoenas from outside parties arising out of this Arbitration Agreement or the Arbitration. Should any Party involved in the Arbitration serve the Arbitrator or a person assisting the Arbitrator with a subpoena or other form of discovery relating in any way to the Arbitration, that Party shall fully compensate the Arbitrator and the person assisting the Arbitrator for any and all time and expense incurred in responding to such subpoena or discovery. The Parties further acknowledge and agree that neither the Arbitrator, nor any person assisting the Arbitrator in the Arbitration is a necessary party in any judicial or other legal proceeding relating to the Arbitration or to the subject matter of the Arbitration.

Neither the Arbitrator, nor any person assisting the Arbitrator shall be liable to any Party under any theory for any act or omission in connection with this Arbitration Agreement or any services provided hereunder.

6. Retention of Arbitration Documents and Materials.

Unless the Parties instruct the Arbitrator otherwise in writing, all documents or other materials provided to the Arbitrator by the Parties in connection with the Arbitration may be destroyed by the Arbitrator ninety (90) days after the issuance of the Arbitrator’s award.

7. Law Governing and Execution in Counterparts.

This Agreement constitutes the entire agreement of the Parties and the Arbitrator with respect to the Arbitration and supersedes all previous oral or written agreements between or among the Parties and the Arbitrator regarding the same. This Agreement may not be modified except by means of a writing signed by the Parties and the Arbitrator.

This Arbitration Agreement and any and all claims, matters, or proceedings arising out of or related in any way to this Arbitration Agreement and/or any services rendered hereunder shall be governed by the laws of the Commonwealth of Massachusetts, including its rules regarding conflicts of law.

This Arbitration Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall be considered one and the same valid and enforceable agreement.

By signing below, the Parties acknowledge that they understand and agree to the terms set forth above, and that they have entered into this agreement voluntarily.

[Signatures]