Model Arbitration Clauses
The clauses below are intended for incorporation into commercial contracts and adaptation to the circumstances of the transaction.
Model Arbitration Clauses
These model clauses are indicative drafting templates for incorporation into commercial contracts and may be adapted to the transaction. Parties should select the clause appropriate to the contractual structure and complete any bracketed wording carefully.
References to the TAC Arbitration Rules or TAC Supplementary Rules should not identify a year, edition, or superseded version. TAC Supplementary Rules apply only where the parties expressly agree to their application.
1
Standard Clause
Recommended for most commercial contracts
2
Detailed Arbitration Clause
For contracts requiring greater procedural certainty
3
Multi-Party and Multi-Contract Clause
For project, joint venture, financing, or transaction structures involving multiple parties and agreements
4
Optional Application of TAC Supplementary Rules
TAC Supplementary Rules apply only where expressly selected by the parties.
1.
Standard Clause
Recommended for most commercial contracts
"Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity, interpretation, performance, breach, or termination, shall be referred to and finally resolved by arbitration administered by the Ticino Arbitration Centre (TAC) in accordance with the TAC Arbitration Rules."
Note
Any matter not agreed by the parties will be determined in accordance with the TAC Arbitration Rules and applicable law.
2.
Detailed Arbitration Clause
For contracts requiring greater procedural certainty
"Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity, interpretation, performance, breach, or termination, shall be referred to and finally resolved by arbitration administered by the Ticino Arbitration Centre (TAC) in accordance with the TAC Arbitration Rules. The seat of arbitration shall be [city, country]. The language of the arbitration shall be [language]. The arbitral tribunal shall consist of [a sole arbitrator / three arbitrators]. This contract shall be governed by the substantive law of [jurisdiction]."
Note
3.
Multi-Party and Multi-Contract Clause
For project, joint venture, financing, or transaction structures involving multiple parties and agreements
"Any dispute arising out of or in connection with this contract or any Related Contract, including any question regarding the existence, validity, interpretation, performance, breach, or termination of this contract or any Related Contract, shall be referred to and finally resolved by arbitration administered by the Ticino Arbitration Centre (TAC) in accordance with the TAC Arbitration Rules. For the purposes of this clause, “Related Contract” means [identify each contract precisely or refer to the contracts listed in Schedule [●]]. Each party consents, subject to the TAC Arbitration Rules, to: (a) claims arising under this contract and one or more Related Contracts being submitted in a single arbitration; (b) the consolidation of TAC arbitrations commenced under this clause or under a compatible TAC arbitration agreement contained in a Related Contract; (c) the joinder of a person that is bound by a compatible TAC arbitration agreement covering the dispute, or that otherwise expressly agrees to joinder. The seat of arbitration shall be [city, country]. The language of the arbitration shall be [language]. The arbitral tribunal shall consist of [a sole arbitrator / three arbitrators]."
Note
This clause should be included in materially compatible form in every Related Contract forming part of the intended common arbitration framework. Each Related Contract should be identified precisely.
4.
Optional Application of TAC Supplementary Rules
TAC Supplementary Rules apply only where expressly selected by the parties.
Single Set of Supplementary Rules:
"The parties further agree that the [exact official title of the TAC Supplementary Rules] shall apply."
More Than One Set of Supplementary Rules:
"The parties further agree that the [exact official title of the first set of TAC Supplementary Rules] and the [exact official title of the second set of TAC Supplementary Rules] shall apply. Any inconsistency between them shall be resolved in accordance with the TAC Arbitration Rules."
Note
Where more than one set is selected, the wording above is recommended unless the parties deliberately wish to specify a different order of precedence.
Drafting considerations
Clear Identification
The clause should identify the Ticino Arbitration Centre and the TAC Arbitration Rules expressly. References to a year, edition, or superseded version should be avoided.
Scope of the Clause
The clause should be drafted broadly enough to cover disputes concerning the existence, validity, interpretation, performance, breach, and termination of the contract.
Related Contracts and Parties
Related contracts should be identified precisely and should contain materially compatible TAC arbitration clauses. Joinder does not automatically bind a person that has not consented to arbitration.
Seat of Arbitration
The seat determines the procedural law of the arbitration and the courts exercising supervisory authority. Parties should select a seat expressly where they wish to avoid determination by the Centre.
Existing Disputes
A model clause may also be adapted into a submission agreement after a dispute has arisen by identifying the dispute and recording the parties’ agreement to refer it to TAC arbitration.
Supplementary Rules
TAC Supplementary Rules apply only where expressly agreed by the parties. The subject matter of a dispute does not make them applicable automatically.