Each Dispute Board Member Agreement (DBMA) is an agreement between the Parties to the contract specified below and a Member of a Dispute Board. An identical DBMA is used for all DB Members (except in relation to fees).
This DBMA is made this [ ] day of [ ] in the year [ ] by and between:
Name and address of Employer (including contact details)
Name and address of Contractor (including contact details)
Each referred to as “Party” and jointly referred to as the “Parties”
Name and address of DB Member (including contact details)
Any notice to the Parties and the DB Member shall be given at the above addresses. Any changes in these contact details shall be immediately communicated to all concerned.
The Parties have entered into a contract dated [ ] (the “Contract”) for [specify scope of work/services to be provided at which location/name of project].
In this DBMA, words and expressions shall have the same meanings that are assigned to them in the Rules. The Parties have agreed to establish a [Dispute Review Board (“DRB”)] [Dispute Adjudication Board (“DAB”)] in accordance with the Dispute Board Rules of the Cairo Regional Centre for International Commercial Arbitration (the “Rules”) and to refer their Disputes to the DB in accordance with these Rules.
The Parties desire to jointly appoint the undersigned person to act as [sole DB Member/one of three DB Members] [and desire the Member to act as chairperson of the DB], hereinafter referred to as the DB Member. The date of this DBMA shall be the date of the DB Member’s appointment.
If the Centre appoints the undersigned DB Member, the Parties and the DB Member are bound by the Rules and the terms of this DBMA and to be bound by its contents as if the Parties had appointed the DB Member.
The Parties and DB Member jointly agree as follows:
1. Purpose and Role of Dispute Board
1.1 The DB shall assist the Parties in the avoidance or mitigation of Disputes and the timely resolution of Disputes in accordance with the Rules, which are incorporated into this DBMA by reference.
1.2 The Dispute Board is not an arbitral tribunal. The mission of a Dispute Board is to both avoid and resolve formal Disputes.
1.3 A Party may at any time refer a matter or Dispute to the DB for it to give an informal advisory opinion as a means of Dispute avoidance or provide informal assistance to resolve a disagreement in any other form deemed appropriate by the DB. Upon referral of a Dispute, the DB shall confer with the Parties to schedule and conduct a timely hearing process.
1.4 All DB Members shall communicate or meet as needed to review and discuss the Dispute and issue timely Recommendations or Decisions to the Parties in accordance with the Rules.
1.5 The DB Member is not liable for anything done or omitted in the discharge or purported discharge of his/her functions as DB Member unless the act or omission is in bad faith. Any employee or agent of the DB Member is similarly not liable.
1.6 If a Dispute is submitted to arbitration or to the courts, the DB Member shall not be called as a witness in any of the proceedings. A DB Member shall not act as an arbitrator with respect to any Dispute submitted to the DB Member.
2. DB Member’s Qualifications and Obligations
2.1 The DB Member undertakes to perform his/her duties in accordance with the Rules and the terms of this DBMA and confirms that he/she is impartial and independent of the Parties and shall remain so until his/her appointment is terminated. If any facts or circumstances arise that from a reasonable third person’s point of view could be perceived as a conflict of interest, the DB Member shall promptly disclose such facts or circumstances to the Parties.
2.2 The Parties hereby agree that the appointed DB Member has the necessary expertise in the type of work or services to be performed under the Contract and has the language skills needed to fulfil the duties as DB Member.
2.3 The DB Member shall keep confidential all information provided to it during the course of its service and use such information only for the avoidance and settlement of Disputes, unless otherwise agreed by the Parties or required by applicable law.
3. Parties’ Obligations
3.1 The Parties shall provide each DB Member with a copy of the Contract documents, as well as any other documents pertinent to the performance of the Contract and necessary for the DB’s operations, and shall keep the DB informed of the project’s development by furnishing the DB with relevant information such as progress reports or minutes of meetings.
3.2 The Parties jointly and severally undertake to pay the DB Member, in consideration of the carrying out the services under this DBMA and the Rules, in accordance with Clause 4 below. The fees and expenses of the Member shall be shared equally by the Parties.
3.3 The Parties shall communicate any relevant information and copy all documents and notifications to the other Party and the DB Members in a timely manner.
3.4 The Parties undertake to observe the Rules and the terms of this DBMA.
4. DB Member’s Fees and Expenses
4.1 The DB Member shall be paid a Monthly Fixed Fee of [ ], plus a Daily Fee of [ ] and/or a Fixed Fee of [ ].
4.2 The DB Member shall be reimbursed for all reasonable expenses incurred in connection with carrying out the Member’s mission.
4.3 All payments to the DB Member shall be made without deductions or restrictions to the following account: [insert account details]. The transfer charges shall be borne by the Party making the transfer. No taxes and charges, except for value added tax (VAT), levied in connection with the services rendered by a DB Member by the country of the residence or nationality of the DB Member shall be reimbursed by the Parties.
4.4 All fees and expenses shall be invoiced to and paid by each of the Parties in equal shares. All payments shall be made within 30 days of receipt of the DB Member’s invoice.
4.5 The DB Member shall be entitled to an advance on fees and expenses as needed for the security of its payment.
5.1 The Parties may jointly terminate this DBMA or the Dispute Board at any time by giving no less than one month’s written notice to each DB Member.
5.2 The DB Member may resign from the Dispute Board at any time by giving no less than two months’ written notice to the Parties.
6. Dispute Resolution and Applicable Law
6.1 This DBMA shall be governed by the laws of [specify applicable law].
6.2 If any dispute arises out of or in connection with this Agreement, the Parties and the DB Member shall, within 14 days of a written request from one Party or the DB Member, meet in a good faith effort to resolve the dispute. If the dispute is not resolved at that meeting, the Parties and the DB Member will attempt to settle it through mediation in accordance with the Mediation Rules of the Cairo Regional Centre for International Commercial Arbitration (“CRCICA”).
6.3 Unless resolved amicably or by mediation, or after 35 days of receipt of the written request under paragraph 6.2 above, any dispute arising out of or in connection with this DBMA shall be finally settled by a single arbitrator to be appointed by the Parties and the DB Member or, failing such appointment, within 14 days after either Party or the DB Member has given notice to the other, it may request CRCICA to appoint an arbitrator.
6.4 The arbitration shall be conducted under CRCICA Arbitration Rules. The place of arbitration shall be [specify city and country]. The language of the arbitration proceedings shall be [specify language].