How to Draft an Enforceable International Arbitration Clause in Turkey

An international arbitration clause is often one of the shortest provisions in a commercial contract. Nevertheless, it may become one of the most important provisions when a dispute arises. A properly drafted arbitration clause can provide the parties with a neutral, specialised and internationally enforceable dispute resolution mechanism. A defective clause, by contrast, may lead to jurisdictional objections, parallel proceedings, substantial legal costs and delays before the merits of the dispute are even considered.

Drafting an enforceable international arbitration clause in Turkey requires more than inserting a sentence stating that disputes will be resolved by arbitration. The clause must establish a clear and binding obligation to arbitrate, comply with the applicable formal requirements, cover the intended disputes and create a workable procedure for constituting the arbitral tribunal.

The parties must also decide which arbitration institution will administer the dispute, where the legal seat of arbitration will be located, which language will be used, how many arbitrators will be appointed and which law will govern the contract and the arbitration agreement.

This article explains how businesses, investors and legal practitioners should draft an effective international arbitration clause connected with Turkey.

Why Is an Arbitration Clause Important?

An arbitration clause records the parties’ consent to exclude the jurisdiction of national courts for disputes falling within the scope of the clause and to submit those disputes to an arbitral tribunal.

Without a valid arbitration agreement, an arbitral tribunal will generally have no jurisdiction to decide the dispute. Even where arbitration proceedings are initiated, the opposing party may challenge the existence, validity or scope of the agreement.

An ineffective clause may create disputes concerning:

• Whether arbitration is mandatory or merely optional;
• Which institution must administer the proceedings;
• Which arbitration rules apply;
• Whether the tribunal will consist of one or three arbitrators;
• The legal seat of arbitration;
• The language of proceedings;
• The governing law;
• Whether tort, statutory or pre-contractual claims are covered;
• Whether claims arising from related contracts may be heard together;
• Whether court proceedings are still permitted.

These questions may result in extensive preliminary proceedings. In some cases, the parties may spend considerable time and resources determining where the dispute should be heard before addressing the underlying commercial claim.

A carefully drafted clause reduces these risks by establishing a clear procedural framework at the contract formation stage.

Turkish Legal Framework for Arbitration Agreements

The applicable Turkish arbitration legislation depends primarily on whether the dispute has an international element and whether Turkey is selected as the seat of arbitration.

The Turkish International Arbitration Law No. 4686 applies to disputes containing a foreign element where Turkey is the seat of arbitration or where the law has been selected by the parties or the arbitral tribunal under the conditions set out in the legislation. The law does not apply to disputes concerning rights in rem over immovable property situated in Turkey or to matters that are not subject to the parties’ free disposition.

A foreign element may exist where the parties have places of business in different countries, where substantial contractual obligations are performed in another state, where the transaction involves foreign capital or financing, or where the legal relationship involves the movement of goods or capital between different countries. Therefore, a transaction may qualify as international even when more than one party is incorporated in Turkey.

Where the dispute does not contain the necessary foreign element, the domestic arbitration provisions of Articles 407 to 444 of the Turkish Code of Civil Procedure No. 6100 may apply. Article 412 of the Code also recognises that an arbitration agreement may be included in the principal contract or concluded separately and must satisfy the written-form requirement.

Before drafting the clause, the parties should therefore determine whether the contemplated relationship is likely to fall within the Turkish International Arbitration Law or the domestic arbitration provisions of the Code of Civil Procedure.

The Arbitration Agreement Must Be in Writing

Under Article 4 of the Turkish International Arbitration Law, an arbitration agreement must be made in writing.

The requirement may be satisfied through:

• A written document signed by the parties;
• Letters or other written communications exchanged between the parties;
• Electronic communications recording the agreement;
• A statement of claim asserting the existence of a written arbitration agreement where the respondent does not object in its defence;
• A reference to another document containing an arbitration clause, provided that the reference incorporates that clause into the principal contract.

The law therefore adopts a relatively broad understanding of written form. However, relying on an exchange of correspondence or incorporation by reference creates greater evidentiary risks than using an arbitration clause directly signed by authorised representatives of both parties.

The safest drafting practice is to include the complete arbitration clause in the contract itself and ensure that the contract is duly executed by all parties. Where general terms and conditions contain the clause, the main contract should expressly state that those terms, including the arbitration provision, form an integral part of the agreement.

Merely providing a website link or referring generally to one party’s standard terms may generate disputes over whether the other party received, accepted or incorporated the arbitration clause.

The Intention to Arbitrate Must Be Clear and Mandatory

An enforceable arbitration clause should express an unconditional and unequivocal intention to submit disputes to arbitration.

The clause should use mandatory language such as:

“The dispute shall be finally resolved by arbitration.”

Expressions such as the following should generally be avoided:

• “The parties may refer the dispute to arbitration.”
• “The parties may agree to arbitrate.”
• “The dispute may be resolved either by arbitration or by the courts.”
• “The parties will consider arbitration.”
• “The dispute shall be resolved amicably or through arbitration, if possible.”

These expressions may suggest that arbitration is optional or dependent on a future agreement.

A clause that simultaneously grants jurisdiction to courts and an arbitral tribunal without explaining the relationship between the two mechanisms may also be defective. Turkish Court of Cassation case law has treated provisions that leave the court route open alongside arbitration as incapable of demonstrating an exclusive and binding agreement to arbitrate.

The clause must therefore make clear that arbitration is the final and binding dispute resolution method, subject only to court applications that are legally compatible with arbitration, such as interim protection, enforcement or setting-aside proceedings.

Define the Scope of the Arbitration Clause Broadly

The clause should identify which disputes must be referred to arbitration.

A narrow clause referring only to disputes “arising under the contract” may lead to arguments that certain claims fall outside its scope. For example, a party may allege misrepresentation during negotiations, unjust enrichment, breach of confidentiality, violation of competition law or tortious conduct.

A broader formulation may cover disputes:

• Arising out of the contract;
• Relating to or connected with the contract;
• Concerning the negotiation, formation or validity of the contract;
• Concerning interpretation or performance;
• Concerning breach, suspension or termination;
• Concerning non-contractual obligations connected with the relationship;
• Concerning the validity or scope of the arbitration agreement.

A comprehensive scope provision may state:

“Any dispute, controversy or claim arising out of or relating to this agreement, including its negotiation, existence, validity, interpretation, performance, breach, termination or the consequences of its termination, shall be finally resolved by arbitration.”

This wording reduces the possibility that connected contractual and non-contractual claims will be divided between arbitration and court litigation.

However, the scope should still be adapted to the particular transaction. Parties may deliberately exclude certain matters, such as the collection of undisputed invoices, intellectual property registrations or applications for urgent injunctive relief. Any exclusion should be defined precisely.

Identify the Arbitration Institution Correctly

The parties should decide whether the arbitration will be institutional or ad hoc.

In institutional arbitration, an organisation administers the proceedings in accordance with its rules. The institution may assist with the appointment of arbitrators, challenges, costs, communications and procedural administration.

In ad hoc arbitration, there is no administering institution. The parties and tribunal manage the proceedings directly, commonly under agreed procedural rules such as the UNCITRAL Arbitration Rules.

For contracts connected with Turkey, the parties may choose the Istanbul Arbitration Centre, known as ISTAC. The official ISTAC model clause provides for disputes arising from or connected with the contract to be finally resolved under the ISTAC Arbitration Rules. ISTAC also recommends addressing the place of arbitration, language, number of arbitrators and applicable substantive law.

An institutional clause must state the institution’s correct legal name. The following types of errors should be avoided:

• Referring to an institution that does not exist;
• Combining the name of one institution with the rules of another;
• Using an outdated or informal institutional name;
• Selecting two institutions without determining which will administer the case;
• Referring to “the Istanbul arbitration court” without identifying ISTAC;
• Stating that an institution will appoint arbitrators without adopting its arbitration rules.

A clause stating that disputes will be resolved “under international arbitration rules in Istanbul” may be too uncertain. It does not identify the institution, applicable rules or appointment procedure.

Choose the Legal Seat of Arbitration

The legal seat, sometimes called the place of arbitration, determines the procedural legal framework of the arbitration and the national courts exercising supervisory jurisdiction.

The seat should not be confused with the physical venue of hearings. A tribunal seated in Istanbul may hold a hearing in London, Paris, Dubai or through video conference without changing the legal seat.

The clause should specify both the city and country:

“The seat of arbitration shall be Istanbul, Turkey.”

Using only “Istanbul” will normally be understandable, but including the country eliminates unnecessary uncertainty in international contracts.

Selecting Turkey as the seat may bring the proceedings within the scope of the Turkish International Arbitration Law where the required foreign element exists. The law regulates matters including the validity of the arbitration agreement, tribunal constitution, interim measures, procedure and challenges against the award.

Parties should not describe ISTAC as the seat. ISTAC is an arbitration institution, whereas Istanbul or another city is the legal seat. The clause should deal with these concepts separately.

For example:

• Institution: Istanbul Arbitration Centre;
• Rules: ISTAC Arbitration Rules;
• Seat: Istanbul, Turkey.

Distinguish the Seat from the Governing Law

The seat of arbitration and the substantive law governing the contract perform different functions.

The seat determines the procedural law and supervisory courts. The governing law determines the substantive rights and obligations arising from the contract.

An agreement may therefore provide that:

• The seat is Istanbul, Turkey;
• The proceedings are administered by ISTAC;
• The contract is governed by English law;
• The language is English.

Alternatively, the parties may choose Turkish law as the substantive governing law while selecting a foreign seat.

The governing law provision should be included in a separate clause or expressed distinctly within the arbitration provision:

“This agreement shall be governed by and interpreted in accordance with the laws of the Republic of Türkiye.”

The parties should avoid assuming that choosing Istanbul as the seat automatically constitutes a choice of Turkish substantive law.

Consider the Law Governing the Arbitration Agreement

The arbitration agreement is legally separable from the principal contract. Its validity may therefore be analysed independently from the validity of the main agreement.

Article 4 of the Turkish International Arbitration Law provides that an arbitration agreement is valid if it complies with the law selected by the parties specifically for the arbitration agreement or, in the absence of such a selection, Turkish law. The same provision reflects the separability principle by preventing an objection based solely on the alleged invalidity of the principal contract.

In many contracts, the parties identify the law governing the main agreement but do not expressly address the law governing the arbitration clause. This may lead to a conflict-of-laws debate, particularly where the substantive law and seat are located in different jurisdictions.

For high-value transactions, the parties may include a sentence such as:

“The arbitration agreement contained in this clause shall be governed by Turkish law.”

The consequences of such a choice should be assessed together with the selected seat and governing law of the principal contract.

Determine the Number of Arbitrators

The clause should state whether the dispute will be decided by a sole arbitrator or a three-member tribunal.

A sole arbitrator may be suitable where:

• The transaction value is moderate;
• The likely disputes are relatively straightforward;
• Cost efficiency is important;
• A rapid decision is required.

Three arbitrators may be preferable where:

• The contract value is substantial;
• The dispute may involve complex technical or legal issues;
• The parties are from different jurisdictions;
• The outcome may have significant commercial consequences;
• Different areas of expertise may be needed.

Under the default rules of the Turkish International Arbitration Law, the parties are free to determine the number of arbitrators, but the number must be odd. If they do not determine the number, the statutory default is three arbitrators.

Where institutional rules apply, those rules must also be reviewed. The clause should be consistent with the institution’s provisions concerning sole arbitrators, three-member tribunals, expedited proceedings and the value of the dispute.

A practical provision may state:

“The tribunal shall consist of three arbitrators.”

Alternatively:

“The dispute shall be decided by a sole arbitrator.”

The parties should generally avoid appointing a named individual permanently in the original contract. The individual may later be unavailable, conflicted, unwilling to act or deceased. It is safer to establish an appointment mechanism.

Address Arbitrator Appointment

Where the arbitration is institutional, the relevant rules will normally provide a default appointment procedure.

In a three-member tribunal, each party commonly nominates one arbitrator, while the presiding arbitrator is selected by the party-appointed arbitrators or the institution.

The Turkish International Arbitration Law allows parties to determine the appointment method. Under its default framework, each party appoints one arbitrator in a three-member tribunal, and those two arbitrators appoint the chair. The law also provides for court assistance where the appointment mechanism fails.

Parties should avoid clauses that allow only one side to appoint the entire tribunal. Such provisions may raise serious concerns regarding equality and impartiality.

The clause may also require specific qualifications, such as:

• Experience in international construction disputes;
• Expertise in energy law;
• Knowledge of Turkish law;
• Fluency in English;
• No nationality shared with either party.

Qualification requirements should not be so restrictive that it becomes difficult to find an eligible arbitrator.

Select the Language of Arbitration

The clause should clearly state the language of the proceedings.

For example:

“The language of arbitration shall be English.”

The selected language will generally apply to written submissions, hearings, witness statements, expert reports and procedural communications. Documents in another language may require translation.

The language should be selected after considering:

• The language of the contract;
• The parties’ working language;
• The language of relevant records;
• The location and language of witnesses;
• The governing law;
• The anticipated pool of arbitrators;
• Translation and interpretation costs.

Where a bilingual contract is used, the parties should identify which version prevails. Otherwise, disputes may arise concerning differences between the Turkish and English versions of the arbitration clause.

A clause stating that proceedings will be conducted in both Turkish and English may substantially increase translation costs and procedural complexity. It should be used only where there is a specific commercial need.

Preserve Access to Interim Measures

A party may require urgent protection before the tribunal is constituted or during the proceedings.

Potential measures include:

• Preventing the transfer of assets;
• Preserving evidence;
• Protecting confidential information;
• Preventing disposal of goods;
• Maintaining the contractual status quo;
• Securing a claim;
• Preventing irreparable commercial harm.

The Turkish International Arbitration Law expressly provides that requesting interim measures or an attachment from a court before or during arbitration does not violate the arbitration agreement. The law also permits the arbitral tribunal to grant certain interim measures, subject to limitations involving coercive execution, public authorities and third parties.

The arbitration clause should therefore avoid language that unintentionally prohibits court applications for urgent protection.

A suitable provision may state:

“Nothing in this clause shall prevent a party from applying to a competent court or, where available, an emergency arbitrator for urgent interim or conservatory measures. Such an application shall not constitute a waiver of the agreement to arbitrate.”

ISTAC maintains separate provisions and resources concerning emergency arbitrators and interim dispute resolution mechanisms. Its official model clause also allows parties to determine whether the Emergency Arbitrator Rules will apply.

Draft Multi-Tier Dispute Resolution Clauses Carefully

Commercial contracts sometimes require negotiation or mediation before arbitration.

A typical multi-tier provision may require:

1. Written notice of the dispute;
2. Negotiations between project managers;
3. Escalation to senior executives;
4. Mediation;
5. Arbitration if no settlement is reached.

Such clauses may encourage early settlement. However, vague or unrealistic pre-arbitration obligations may generate jurisdictional or admissibility objections.

The clause should specify:

• How a dispute notice must be delivered;
• Who must participate in negotiations;
• How long negotiations will continue;
• Whether mediation is mandatory;
• Which mediation rules apply;
• When arbitration may be commenced;
• Whether urgent interim applications are exempt.

Expressions such as “the parties shall attempt to settle the dispute amicably for a reasonable period” are uncertain. A fixed period is preferable:

“If the dispute has not been resolved within 30 days following receipt of the dispute notice, either party may commence arbitration.”

The clause should also provide that a party may seek urgent interim protection without waiting for the negotiation or mediation period to expire.

Consider Multiple Contracts and Multiple Parties

Complex transactions frequently involve several connected agreements, including:

• Share purchase agreements;
• Shareholders’ agreements;
• Loan agreements;
• Guarantees;
• Supply agreements;
• Construction contracts;
• Operation and maintenance agreements;
• Licence agreements.

Using inconsistent dispute resolution clauses across related contracts may result in parallel proceedings. One contract may require ISTAC arbitration in Istanbul, another may provide for court litigation and a third may require arbitration in a different country.

Before execution, all related agreements should be reviewed as a single transaction. The clauses should be aligned regarding:

• Arbitration institution;
• Seat;
• Language;
• Number of arbitrators;
• Governing law;
• Consolidation;
• Joinder;
• Confidentiality.

Where guarantors, shareholders, parent companies or subcontractors are expected to participate in the dispute resolution process, they should sign appropriate arbitration agreements. Corporate affiliation alone should not be assumed to bind a non-signatory company automatically.

Verify Corporate Authority and Execution

An arbitration clause should be signed by individuals authorised to bind the relevant company.

Before the contract is executed, the parties should examine:

• Signature circulars;
• Powers of attorney;
• Board resolutions;
• Articles of association;
• Joint-signature requirements;
• Internal approval restrictions;
• Public registry records where relevant.

Where a representative signs beyond the scope of authority, the opposing party may challenge the arbitration agreement together with the principal contract.

The company name should be written consistently and completely. Using a trade name that does not correspond to the legal entity may create uncertainty regarding the identity of the party bound by arbitration.

Changes in company structure should also be considered. Assignment, merger, demerger, share transfer or contractual novation may affect which entity is entitled or required to arbitrate.

Avoid Overly Broad Court-Jurisdiction Clauses Elsewhere in the Contract

A well-drafted arbitration clause may be undermined by another provision granting exclusive jurisdiction to national courts.

Boilerplate clauses should therefore be reviewed together. Particular attention should be given to:

• Governing law clauses;
• Jurisdiction clauses;
• Service-of-process provisions;
• Debt collection provisions;
• Guarantee agreements;
• Security documents;
• Standard terms and conditions.

A court-jurisdiction provision may be retained for limited purposes, but its scope must be clear. For example:

“The courts at the seat of arbitration shall have jurisdiction solely for matters in which judicial assistance or supervision is permitted under the applicable arbitration law.”

This wording is materially different from providing that all disputes may also be filed before the Istanbul courts.

Include Confidentiality Where Necessary

Arbitration is conducted outside the ordinary public court process, but parties should not assume that every aspect of the proceedings will automatically remain confidential.

A detailed confidentiality provision may cover:

• Written submissions;
• Evidence and documents;
• Hearing transcripts;
• Witness statements;
• Expert reports;
• Procedural orders;
• Arbitral awards;
• Settlement discussions;
• The existence of the arbitration itself.

Exceptions may be necessary where disclosure is required:

• By law or regulation;
• By a court or public authority;
• For enforcement or annulment proceedings;
• To auditors, insurers, funders or professional advisers;
• To protect or pursue a legal right.

The confidentiality clause should not prevent disclosures needed to recognise or enforce the award.

Plan for Recognition and Enforcement

The commercial value of an arbitral award depends on whether it can be enforced against the losing party’s assets.

Turkey is a party to the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Turkey applies the Convention on the basis of reciprocity to awards made in another contracting state and limits its application to disputes considered commercial under Turkish law.

This makes the selection of the seat relevant not only to procedure but also to international enforcement. Before signing the contract, the parties should consider:

• Where the counterparty’s assets are located;
• Whether those countries are New York Convention states;
• Whether the dispute is arbitrable in the enforcement jurisdiction;
• Whether the selected clause may conflict with public policy;
• Whether the award will clearly identify the parties and obligations;
• Whether interim protection may be required before enforcement.

An arbitration clause cannot eliminate every enforcement risk. However, precise drafting reduces the possibility that enforcement will be resisted on grounds such as invalidity of the arbitration agreement, lack of consent, excess of jurisdiction or procedural uncertainty.

Common Mistakes in International Arbitration Clauses

The following drafting mistakes should be avoided:

Optional Arbitration Language

Using “may” instead of “shall” may make arbitration appear optional.

Conflicting Dispute Resolution Methods

Providing for both arbitration and court litigation without defining their respective functions may undermine the clause.

Incorrect Institutional Name

The selected institution must be identified accurately.

Failure to Specify the Seat

Naming the hearing venue or institution is not the same as choosing the legal seat.

No Agreement on Language

Failure to select a language can cause preliminary disputes and translation costs.

Inconsistent Related Contracts

Different clauses in connected agreements may create fragmented proceedings.

Excessively Narrow Scope

A clause covering only contractual payment disputes may exclude connected statutory or tort claims.

Unworkable Appointment Procedure

Requiring an unavailable person or non-existent institution to appoint an arbitrator may delay the proceedings.

Even Number of Arbitrators

Selecting two arbitrators without a mechanism for resolving disagreement may create a deadlock. Turkish international arbitration legislation requires an odd number where the statutory framework applies.

Ignoring Interim Relief

A clause should preserve access to courts and emergency mechanisms for urgent protection.

Failure to Check Signature Authority

An otherwise well-drafted clause may be challenged if signed by an unauthorised representative.

Sample ISTAC International Arbitration Clause

The following clause may serve as a starting point and should be adapted to the particular transaction:

“Any dispute, controversy or claim arising out of or relating to this agreement, including its negotiation, formation, existence, validity, interpretation, performance, breach, termination or the consequences of termination, shall be finally resolved by arbitration administered by the Istanbul Arbitration Centre in accordance with the ISTAC Arbitration Rules in force on the date the arbitration is commenced.

The seat of arbitration shall be Istanbul, Türkiye. The tribunal shall consist of three arbitrators. The language of arbitration shall be English. The merits of the dispute shall be governed by Turkish law. The arbitration agreement contained in this clause shall be governed by Turkish law.

Nothing in this clause shall prevent a party from seeking urgent interim or conservatory relief from a competent court or an emergency arbitrator. Any such application shall not constitute a waiver of this arbitration agreement. The parties shall keep the arbitration, all materials submitted in the proceedings and the award confidential, except where disclosure is required by law or is reasonably necessary for the protection, annulment, recognition or enforcement of a legal right.”

The appropriate clause may differ depending on the transaction value, sector, bargaining power of the parties, location of assets and selected substantive law. The number of arbitrators and confidentiality language should not be adopted mechanically.

Practical Drafting Checklist

Before finalising an international arbitration clause connected with Turkey, confirm that:

• The parties have clearly agreed to mandatory arbitration;
• The clause is recorded in writing;
• The parties and signatories are correctly identified;
• The dispute scope is sufficiently broad;
• The selected disputes are legally arbitrable;
• The arbitration institution is named correctly;
• The applicable arbitration rules are identified;
• The legal seat includes both city and country;
• The governing law of the contract is stated;
• The law governing the arbitration agreement has been considered;
• The language is specified;
• The number of arbitrators is stated;
• The appointment mechanism is workable;
• Urgent interim applications are preserved;
• Multi-tier negotiation or mediation periods are precise;
• Related contracts contain compatible clauses;
• Consolidation and joinder issues have been considered;
• Confidentiality obligations are appropriately drafted;
• Court-jurisdiction provisions do not conflict with arbitration;
• Enforcement jurisdictions have been reviewed.

Frequently Asked Questions

Is an arbitration clause valid under Turkish law if it is contained in an email?

The written-form requirement may be satisfied through electronic communications recording the agreement. Nevertheless, the parties should preserve evidence showing the complete wording of the clause, acceptance by both sides and the authority of the persons involved.

Can the parties choose ISTAC but use English as the arbitration language?

Yes. The arbitration institution and language are separate matters. ISTAC’s model clause expressly allows the parties to specify the language of arbitration.

Must Turkish law govern a contract when Istanbul is the seat?

No. The seat determines the procedural framework, while the parties may separately select the substantive law governing the contract.

Can a party apply to a Turkish court for an interim measure?

Yes. Under the Turkish International Arbitration Law, applying to a court for interim protection or attachment before or during arbitration is not inconsistent with the arbitration agreement.

Can parties state that both courts and arbitrators are authorised?

Such clauses create a significant validity risk unless the courts’ role is clearly limited to matters such as interim relief, judicial assistance, annulment or enforcement. Turkish Court of Cassation case law has rejected arbitration arrangements where recourse to ordinary courts was also left open in a manner inconsistent with exclusive consent to arbitrate.

What happens if the principal contract is alleged to be invalid?

The arbitration clause is generally treated as separable from the principal contract. An allegation that the main contract is invalid does not, by itself, invalidate the agreement to arbitrate.

Conclusion

Drafting an enforceable international arbitration clause in Turkey requires a combination of legal certainty and procedural foresight.

The clause must demonstrate a clear intention to arbitrate, comply with the written-form requirement and define the disputes within its scope. It should correctly identify the institution and rules, specify the seat, language and tribunal structure, and distinguish the governing law of the contract from the law applicable to the arbitration agreement.

The parties should also consider interim measures, confidentiality, multiple contracts, non-signatories, corporate authority and the jurisdictions in which an eventual award may need to be enforced.

Using a model clause from a recognised institution such as ISTAC is an effective starting point, but a model provision should not be copied without considering the structure of the transaction. Each clause should be adapted to the contract’s value, complexity, sector, parties, governing law and enforcement strategy.

A few additional sentences drafted carefully at the contract stage may prevent lengthy jurisdictional proceedings after a dispute arises. For this reason, the arbitration clause should not be treated as standard boilerplate. It should be reviewed as a separate and strategically important agreement.

Legal Disclaimer: This article is provided for general informational purposes only and does not constitute legal advice. The validity and enforceability of an arbitration clause depend on the wording of the contract, the parties, the nature of the dispute, the seat of arbitration, the applicable law and the relevant enforcement jurisdiction. Transaction-specific legal advice should be obtained before executing or relying on an arbitration agreement.