Agreement to Mediate

Mediation of:___________________________________________________

This is an agreement between ____________________. and ____________ (hereinafter referred to collectively as “the Parties” or individually as “a Party”) and DISPUTE SOLUTIONS. By execution of this Agreement to Mediate (“Agreement”), the Parties consent to mediate their dispute regarding _______________________:

1. The Parties agree to voluntarily meet with __________________, a trained neutral mediator (“Mediator”) to find a mutually agreeable solution to their dispute.

2. The Parties and their counsel, if any, agree to participate in this mediation fully and in good faith and to disclose to the Mediator all relevant and pertinent information essential to the mediation process.

3. The Parties agree to abide by any mediation rules and guidelines established by the Mediator. If a Party fails to abide by this provision, or the Mediator determines that the Parties are not acting in good faith, or the Mediator believes that mediation is no longer appropriate, the Mediator has the right to terminate the mediation.

4. Although the Mediator is a licensed California attorney, by conducting the mediation, she is not accepting or providing legal representation of the Parties. If the Mediator should make any statements regarding applicable law, the Courts, or the legal system, the Parties understand that such is given as information only and not as legal advice.

5. Parties are encouraged to consult with legal counsel of their own choosing prior to and during the mediation. Legal counsels are welcome to attend and participate during the mediation.

6. The Parties understand that the Mediator is not a judicial officer of the Court and will not issue a decision.

7. Each participant’s sole purpose in conducting and participating in this mediation is to compromise, settle, and resolve the dispute, in whole or in part. All statements made during the course of the mediation are privileged settlement discussions, are made without prejudice to any Party’s legal position, and are undiscoverable and inadmissible for any purpose in any legal, administrative, or other proceeding. This mediation is subject to California Evidence Code Sections 703.5 and 1115-1128 (Chapter Two, Mediation).

8. The privileged character of any information is not altered by disclosure to the Mediator. Disclosure cannot be compelled of any records, reports, or other documents received or prepared by the Mediator. The Mediator shall not be compelled to disclose or testify in any proceeding including, but not limited to, civil, criminal and administrative proceedings as to (i) any record, reports, or other documents received or prepared by the Mediator or (ii) information disclosed, or representations made, in the course of the mediation or other wise communicated to the mediator in confidence. No Dispute Solutions mediator, staff or documents may be subpoened in any legal proceeding.

No aspect of the mediation shall be relied upon or introduced into evidence in any arbitral, judicial, administrative or other proceedings including but not limited to:

(a) Views expressed or suggestions made by a Party with respect to a possible settlement of the dispute;

(b) Admissions made in the course of the mediation proceedings;

(c) Proposals made or views expressed by the Mediator or the response of any Party; and

(d) The fact that another Party had or had not indicated willingness to accept a proposal for settlement made by the Mediator.

9. Mediation sessions shall not be recorded or transcribed in order to preserve confidentiality.

10. The fee for the mediation shall be $200.00 per hour, shared equally among the participating Parties. The estimated minimum number of hours for this mediation is ____ (_) hours. Payment of the Mediator’s fees for the estimated number of hours shall be paid in full within seven (7) days prior to commencement of the initial mediation session. The Parties agree that if the mediation exceeds the estimated number of hours, the additional fees will be paid within ten days of receipt of an invoice. If a mediation is cancelled less than forty eight (48) hours prior to a scheduled session, written notice shall be given to all Parties and the Mediator and a cancellation fee of $200.00, split equally between the Parties, shall be retained by the Mediator. The Parties are jointly and severally liable for all mediation fees.

11. The Parties agree to bear their own costs for expert services, if they deem such services (i.e., accountants, appraisers, or other professionals) are necessary for the mediation.

12. If the Parties reach a mutually agreeable solution to their dispute, the Parties and their legal counsel, if any, will prepare a written understanding of the agreement with the assistance of the Mediator, which will be executed by all Parties and counsel prior to conclusion of the mediation.

13. If a written settlement agreement is entered into between the Parties, the Parties and their legal counsel agree to dispose of any pending litigation or other applicable administrative proceeding in accordance with the settlement agreement.

14. All Parties and their counsel must execute this Agreement before the mediation begins.

15. Any provision in this Agreement may be amended by written agreement of the Parties. Neither Party may unilaterally amend or nullify this Agreement once it has been signed. This Agreement shall be construed to be in conformity with and shall be governed by California Law. This Agreement may be executed by the signature of the Parties on separate but identical copies.

16. The undersigned warrant that they have read and understand the meaning, ramifications, and intent of this Agreement and sign willingly and with the authority to bind their company to its terms. Principals signing agree that they have done so with the advice of counsel.

Dated: ________________ DISPUTE SOLUTIONS

By: ________________, Mediator

PARTIES:

_____________________ _____________________

By:

on behalf of ____________________________.

Approved as to form:

_______________________________________

By: __________________________, on behalf of

________________________________________