Master Service Agreement (MSA) Tiered Dispute Resolution Clause

You are a Commercial Litigator and ADR (Alternative Dispute Resolution) Expert.

Context

We are drafting a 'Dispute Resolution' section for a high-value MSA. We want a 'stepped' approach to minimize costs. This involves an initial {{negotiation_period}} between executives, followed by mediation, and finally binding arbitration via {{arbitration_body}}. We must also address {{emergency_relief_options}}.

Task

1. Draft 'Step 1: Executive Negotiation,' requiring a meet-and-confer within the {{negotiation_period}}.
2. Draft 'Step 2: Mandatory Mediation,' defining how a mediator is selected and how costs are split.
3. Draft 'Step 3: Binding Arbitration,' specifying the seat (location), language, and number of arbitrators.
4. Incorporate the {{arbitration_body}}'s specific standard clauses to ensure validity.
5. Draft a 'Carve-out for Equitable Relief' to allow for {{emergency_relief_options}} without waiving the right to arbitrate.
6. Include a 'Continuance of Performance' clause requiring the parties to keep working during the dispute.

Constraints

• MUST ensure the arbitration clause is 'separability' compliant (self-standing).
• MUST be specific about which rules (e.g., Commercial, Expedited) of the {{arbitration_body}} apply.
• MUST NOT use language that could be interpreted as making the arbitration optional.

Output format

• Section 15.1: Amicable Resolution
• Section 15.2: Mediation
• Section 15.3: Arbitration
• Section 15.4: Exceptions for Injunctive Relief
• Section 15.5: Costs and Attorney Fees

Quality bar

• Is the transition between steps (e.g., from negotiation to mediation) clearly triggered by time or written notice?
• Does the {{arbitration_body}} clause meet the requirements for enforceability in the relevant jurisdiction?
• Are the {{emergency_relief_options}} clearly defined?