Delaware Rapid Arbitration Act
Use this clause when the agreement qualifies for the Delaware Rapid Arbitration Act, 10 Del. C. ch. 58 (the “DRAA”). The clause requires that at least one party be a business entity formed or organized under Delaware law or with its principal place of business in Delaware, that no party be a consumer, and that every party to the arbitration sign the agreement. It seats the arbitration in Delaware, applies the DecisionLayer Rules as modified by the DecisionLayer Delaware Rapid Arbitration Act Addendum, provides for decision on written submissions unless a party requests a hearing, and elects no appellate review of the final award. Replace [NAME OF QUALIFYING PARTY] with the name of the party making the Delaware eligibility representation. Consider consulting counsel to confirm the agreement meets the DRAA’s eligibility requirements.
Delaware Rapid Arbitration Act Clause (No Appellate Review)
All paragraphs below should be included together in the body of the agreement.
Any controversy or claim arising out of or relating to this agreement, including its interpretation, formation, breach, termination, validity, arbitrability or enforceability, shall be settled by binding arbitration administered by Decision Science Research Corporation (“DecisionLayer”) under the Delaware Rapid Arbitration Act, 10 Del. C. ch. 58 (the “DRAA”), in accordance with its rules then in effect at https://www.decisionlayer.ai/rules as modified by the DecisionLayer Delaware Rapid Arbitration Act Addendum (the “Rules”), both incorporated herein. This arbitration provision shall be governed by and construed under Delaware law, without regard to conflict-of-laws principles. Except for the applicability of the DRAA as set forth herein, the substantive rights and obligations of the parties shall be governed by the internal laws of the State of New York. Notwithstanding anything herein to the contrary, it is the express intent of the parties hereto that all disputes arising from or related to this agreement be subject to the DRAA and any provision hereof that in any way contravenes the DRAA or fails to cause the DRAA to apply shall be modified or severed to the minimum extent necessary in order to cause the DRAA to apply. To the extent permitted by applicable law, the parties expressly agree and consent that each party may be represented in the arbitration by a person of its choosing, who need not be a lawyer.
[NAME OF QUALIFYING PARTY] represents that it is a business entity within the meaning of 10 Del. C. § 346, formed or organized under Delaware law or that it has its principal place of business in Delaware. Each party represents that it is not a consumer within the meaning of 6 Del. C. § 2731 nor an organization within the meaning of 10 Del. C. § 5801(5). This arbitration agreement must be signed by every party to the arbitration.
The legal seat of any arbitration arising from or related to this agreement shall be Delaware, and proceedings shall be conducted virtually. A natural-person arbitrator appointed under the Rules may use DecisionLayer’s artificial intelligence systems as provided therein. Issues of substantive and procedural arbitrability shall be determined exclusively by the arbitrator.
PURSUANT TO 10 DEL. C. § 5809(d)(1), THE PARTIES EXPRESSLY ELECT THAT THERE SHALL BE NO APPELLATE REVIEW OF THE FINAL AWARD AND WAIVE ANY APPEAL OR CHALLENGE TO THE FINAL AWARD TO THE FULLEST EXTENT PERMITTED BY THE DRAA. NO INTERNAL DECISIONLAYER APPEAL OR APPELLATE ARBITRATION SHALL APPLY. This election controls over any inconsistent provision of the Rules or Addendum. The final award shall be deemed confirmed on the fifth business day following issuance under § 5810(a). Judgment may thereafter be obtained in the Delaware Superior Court if the award is solely for money damages, or in the Delaware Court of Chancery otherwise. Each party consents to the jurisdiction and waivers prescribed by the DRAA and to entry of judgment accordingly.
EACH PARTY CONSENTS TO SERVICE OF PROCESS COMMENCING ARBITRATION, AND OF SUBSEQUENT PAPERS, THROUGH ITS DECISIONLAYER ACCOUNT, BY EMAIL, BY REGISTERED OR CERTIFIED MAIL, OR BY ANY OTHER LAWFUL METHOD, AND WAIVES ANY AND ALL OBJECTIONS ARISING FROM OR RELATED TO THE USE OF THOSE METHODS FOR SERVICE OF PROCESS. Service shall be to the account or address(es) designated by the parties or supplied in connection with this agreement. The foregoing does not limit or exclude any permitted methods of service of a Court of Chancery petition to enter judgment under Rule 97(d)(2) or any other judicial process.
THE PARTIES WAIVE TRIAL BY JURY AND AGREE THAT CLAIMS SHALL BE BROUGHT INDIVIDUALLY, NOT IN ANY CLASS OR REPRESENTATIVE CAPACITY, TO THE FULLEST EXTENT PERMITTED BY LAW. THE PARTIES WAIVE ANY AND ALL RIGHTS TO A HEARING PURSUANT TO 10 DEL. C. § 5807(a) AND AGREE THAT THE ARBITRATOR MAY RESOLVE DISPUTES SOLELY ON THE BASIS OF WRITTEN SUBMISSIONS AND DOCUMENTARY EVIDENCE, EXCEPT THAT THE PARTIES MAY REQUEST A HEARING PURSUANT TO THE DECISIONLAYER RULES. Any invalid provision shall be modified or severed to the minimum extent necessary, provided the DRAA’s eligibility requirements remain satisfied.