Dispute Resolution

Emerald Administrative Consultations is committed to maintaining a positive working relationship with all clients. However, in the event of a dispute or disagreement arising out of or relating to this Agreement or the Services, the Parties agree to the following resolution process:

Good Faith Negotiation: In the first instance, the Parties will attempt to resolve any dispute informally through prompt, good faith negotiations between senior management of both the Company and the Client. Either Party may initiate this process by giving written notice to the other Party describing the dispute and requesting a meeting or conference call to discuss the issues. The Parties shall meet (in person or via teleconference) within a reasonable time (for example, within 10 business days of the notice) to attempt to resolve the dispute.

Mediation (Optional but Recommended): If a dispute cannot be resolved through direct negotiation within a reasonable period (e.g., 30 days from the initial dispute notice), the Parties may agree to try in good faith to settle the dispute by mediation. Mediation is a voluntary process in which a neutral third-party mediator facilitates a resolution. If both Parties agree, they will jointly select a reputable mediator (or use a mediation service) and equally share the costs of mediation (excluding each Party’s own attorney fees, which each will bear individually). The content and outcome of the mediation will be confidential, and any settlement reached will be documented in writing and signed by the Parties, becoming binding upon them.

Arbitration or Litigation: If the dispute remains unresolved after negotiation, and if either mediation is not agreed upon or does not result in a settlement, then either Party may pursue final resolution through binding arbitration or through court action as described below.

Arbitration: If both Parties consent, the dispute will be submitted to binding arbitration administered by [Arbitration Institution, e.g., the International Chamber of Commerce (ICC) or American Arbitration Association (AAA)] under its applicable rules. The arbitration will be conducted by a single arbitrator (or a panel of three arbitrators for complex cases, if agreed) with experience in commercial contract disputes. The language of arbitration shall be English, and the seat or legal place of arbitration will be [City, Country]. The arbitrator’s decision and award will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Litigation: If the Parties do not mutually agree to arbitration, or if a Party prefers, disputes will be resolved in the courts. The Parties agree that the courts of [Jurisdiction] shall have exclusive jurisdiction over any litigation arising out of or relating to this Agreement or the Services. Each Party irrevocably submits to the personal jurisdiction of such courts and waives any objections (such as inconvenient forum) to the exercise of jurisdiction by those courts.

Governing Law: This Agreement, and any disputes or claims arising out of or in connection with it (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of [Country/State]. This choice of law is made without regard to that jurisdiction’s conflict of laws principles, meaning that if [Country/State] has connections to multiple jurisdictions, the internal laws of [Country/State] will still apply. The Parties acknowledge that the Services relate to HR matters, and thus any mandatory employment-related laws of the Client’s jurisdiction will also be observed for matters within their scope (as noted in Compliance with Laws), but the Agreement itself is governed by the chosen law above.

Injunctive Relief: Notwithstanding the above dispute resolution provisions, either Party may seek interim or preliminary injunctive relief or other equitable remedies from a court of competent jurisdiction if necessary to prevent irreparable harm, such as unauthorized use or disclosure of Confidential Information or infringement of intellectual property rights, without first going through the negotiation or mediation steps. Seeking such court relief will not be deemed a waiver of the obligation to resolve disputes through negotiation, mediation, or arbitration as provided above.

Attorneys’ Fees and Costs: In any formal dispute resolution proceeding (arbitration or litigation), each Party shall bear its own attorneys’ fees and costs, unless a statute or the arbitrator/court awards fees to the prevailing party. The Parties agree that the arbitrator or court may award reasonable attorneys’ fees and costs to the prevailing party if such an award is deemed appropriate or is required by law for the type of claim at issue.

By agreeing to this Dispute Resolution process, the Parties aim for an efficient and fair resolution of any disagreements. The Parties understand that mediation and arbitration can be more expeditious and private than court litigation, and they will give good faith consideration to those alternatives if a dispute arises. The obligations in this section shall survive the termination of the Agreement.