THIS AGREEMENT (AAgreement@) is made by and between


1                                                                      2                                                         


3                                                                      4                                                         


                                    (each, a AParty@ and collectively, the AParties@),


1.0       PREMISES


1.1       A dispute (ADispute@) has arisen between the Parties concerning





1.2       The Parties wish to resolve the Dispute and any other claims or potential claims which any Party has or may have against any other Party through interest based mediation without resort to litigation, and the Parties have entered into this Agreement for that purpose.


1.3       The Parties have engaged  Sherrie R. Abney to act as their mediator and to assist in identifying issues, goals and interests, analyzing relevant information, developing options, and reaching the goal of the mediation which is an agreed resolution of the Dispute.




The Parties understand and agree that the essential elements of the mediation  process are:

a.         Identification of the goals and interests of the Parties;

b.         Full and complete disclosure of relevant information;

c.         The Parties= empowerment to make decisions on a level playing field;

d.         Confidentiality, and

e.         Good faith negotiations.




3.1       The Parties understand the process will involve vigorous good faith negotiation in face-to-face settlement conferences. The settlement conferences will be conducted with the Parties and with any other person the Parties agree may be present. The settlement conferences will be focused on giving consideration to all Parties= interests, and to developing options for the constructive resolution of the Dispute.  Any Party may request termination of a settlement conference at any time and such a request shall be immediately honored.


3.2       The Parties may agree to discuss the likely outcome of a litigated result; however, this is discouraged and none of the Parties shall threaten to resort to litigation or any other adversarial proceeding during the mediation.




4.1       The Parties understand that the mediator is acting as a neutral and has no attorney-client relationship with any Party, and no duty to give legal advice, by contract or otherwise, to any Party.


4.2       The Parties acknowledge there is no guarantee they will be successful in resolving the Dispute in mediation.


4.3       The Parties are expected to express their own interests, and give consideration to the other Parties= interests.


4.4       Best efforts will be used to create options that meet the interests of all Parties. The Parties recognize that compromise may be needed to reach resolution of all matters in dispute.


4.5       The Parties acknowledge this is a voluntary agreement.




5.1       The Parties will make a full and candid exchange of all information, documents and tangible things in their control (AInformation@) that are relevant to the resolution of the Dispute.


5.2       Any material change in Information must be promptly updated.


5.3       The Parties agree to give complete and timely responses to all requests for documents and other Information relevant to the resolution of the Dispute.


5.4       The Parties agree they shall not take advantage of known mistakes, errors of fact or law, miscalculations, or other inconsistencies. Once a participant discovers a mistake, error of fact or law, miscalculations, or other inconsistencies, such participant shall identify it and provide an opportunity to correct it.




6.1       The Parties agree to maintain the confidentiality of oral and/or written communications relating to the Dispute made by the Parties or other participants in the  mediation process.


6.2       All communications, whether oral or written, and the conduct of any Party or retained expert in the mediation process constitute compromise and settlement negotiations under the rules of the authority having jurisdiction over the subject matter of the Dispute and the Parties. Unless the Parties otherwise agree in writing, these communications and any written materials, tangible items, and other Information used in or made a part of the mediation process, are only discoverable and admissible in any adversarial proceeding regarding this Dispute, if they would otherwise be admissible or discoverable independent of the  mediation process. This exclusion does not apply to the admissibility of a fully executed Mediated Settlement Agreement.

6.3       A Party may disclose all Information to a lawyer engaged to render an outside legal opinion for the Party in the mediation process.




The Parties agree that, as to the Dispute, Court intervention shall be suspended while the Parties are participating in mediation pursuant to this Agreement.  No hearing shall be set, other than to submit agreed orders to the Court.




8.1       The Parties will jointly engage retained experts as unbiased neutrals if needed, unless the Parties agree in writing to separately engage neutral retained experts.  The Parties will agree in advance how retained experts= fees will be paid.


8.2       Retained experts must sign and agree to abide by the terms and conditions of a Retained Expert Agreement.


8.3       Retained experts shall not serve as fact or expert witnesses, and their work product, opinions, mental impressions, and the factual basis of them are not discoverable or admissible in any adversarial proceeding regarding the Dispute, or in any other proceeding among the Parties.




 A Party may privately engage a lawyer, including a litigation lawyer, outside of the mediation process for the limited purpose of obtaining an opinion on a specific issue or issues.




10.1     A Party may withdraw from the mediation process at any time and shall immediately notify the mediator and the other Party.


10.2     If the Dispute involves more than two Parties, the remaining Parties may choose to continue the mediation process without the withdrawing Party.  The withdrawing Party shall not proceed in any adversarial manner until the sooner of completion of the mediation process or 90 days from the date the withdrawing Party gave notice. 




The Parties understand that the mediator and any experts engaged in the mediation process shall be paid for their services whether or not the mediation process results in resolution of the Dispute.




12.1     Any written agreement, whether partial or final, which is signed by all Parties may be filed with the court as a Mediated Settlement Agreement in accordance with the rules of the Court having jurisdiction over the subject matter of the Dispute and the Parties. Such an agreement is retroactive to the effective date of the written agreement and may be made the basis of a Court order.


12.2     The Parties acknowledge that they have read this Agreement and agree to abide by its terms and conditions, to remain faithful to their duties and obligations under this Agreement and pledge to comply with the spirit and letter of this Agreement.


Signed on this              day of                                                 , 20        .




[Party 1]                                                           [Party 2]



Street Address                                                 Street Address



City, State, Zip                                                 City, State, Zip



Telephone                                                        Telephone



Fax Number                                                     Fax Number



E-mail                                                              E-mail




[Party 3]                                                           [Party 4]



Street Address                                                 Street Address



City, State, Zip                                                 City, State, Zip



Telephone                                                        Telephone



Fax Number                                                     Fax Number



E-mail                                                              E-mail