Common use of Arbitrage Clause in Contracts

Arbitrage. After the procedure set forth in paragraph 33.2, if one of the Parties or one of the signatories deems that there are no conditions for an amicable solution to the dispute or controversy referred to in such paragraph, such issue shall be submitted to arbitration. The arbitration proceeding shall be managed by a notoriously acknowledged arbitral institution with trustworthy reputation and capacity to manage arbitration according to the rules of this section, and preferably with its principal place of business or office for management of cases in Brazil; The parties of the litigation shall choose arbitration by mutual agreement. If the Parties do not reach an agreement regarding the choice of the arbitral institution, ANP shall indicate one of the following institutions: (i) International Court of Arbitration of the International Chamber of Commerce; (ii) London Court of International Arbitration; or (iii) Hague Permanent Court of Arbitration. If ANP does not indicate an institution within the term established in paragraph 33.2.3, the other party may indicate any of the three institutions referred to in this item. The arbitration shall comply with the rules of the chosen arbitral institution, only with respect to what is in compliance with this section. Only expedited procedures or procedures of a single arbitrator shall be adopted in case of an express agreement between the parties. Three arbitrators shall be appointed. Each party in the litigation shall choose an arbitrator. The two arbitrators so appointed shall designate the third arbitrator, who shall preside over the panel; The city of Rio de Janeiro, Brazil, shall be the seat of the arbitration and the place where the arbitration award is rendered; The language of the arbitration proceeding shall be Portuguese. The parties in the litigation may, however, support the proceeding with testimonies or documents in any other language, as decided by the arbitrators, with no need for a sworn translation; On the merits, the arbitrators shall decide based on the Brazilian laws; The arbitration award shall be final and its content shall bind the signatories. Any amounts possibly payable by the Contracting Party or ANP shall be paid off by a special judicial order, except in the event of administrative recognition of the request; The expenses required to compose, conduct, and develop the arbitration, such as costs of the arbitral institution and advance payment of arbitral fees, shall be paid in advance exclusively by the signatory requiring composition of the arbitration. The requested signatory shall only indemnify such amounts proportionally to the arbitration result, as decided in the arbitration award; If expert evidence is required, the independent expert shall be designated by mutual agreement between the litigants or, in the absence of agreement, by the Arbitration Court. The costs for such expert examination, including expert fees, shall be paid in advance by the signatory requiring it or, if proposed by the Arbitration Court, by the claimant of the arbitration. Such costs shall be borne, in the end, by the defeated signatory pursuant to the preceding item. The signatories in the litigation may appoint expert assistants of their choice on their account, but such costs shall not be subject to reimbursement; The Arbitration Court shall convict the signatory defeated, in whole or in part, to pay attorney’s fees, under articles 85 and 86 of the Brazilian Code of Civil Procedure or a subsequent rule. No other reimbursement shall be due for the expenses of a signatory with its own representation; If preliminary injunctions or urgent measures are required before arbitration is established, the interested signatory may request them directly from the Judiciary Branch, based on the Applicable Laws and Regulations, and such measures shall be cancelled if arbitration is not filed within thirty (30) days of the date of implementation of the decision; ANP may, upon request of the Contracted Party and at its sole discretion, suspend the adoption of enforceable measures such as executing guarantees and enrolling in registers of debtors; provided that the Contracted Party keep the guarantees effective for the terms provided for in this Agreement, for a period sufficient for establishment of the Arbitral Tribunal, as to avoid unnecessary filing of the legal action provided for in the previous item; The arbitration proceeding shall observe the principle of disclosure pursuant to the Brazilian Laws and Regulations and protect the confidential data under this Agreement. The arbitral institution responsible for the proceeding shall be in charge of disclosure of information to the public, which shall be done preferably online. The signatories hereby represent to be aware that the arbitration addressed by this section refers exclusively to disputes arising from the Agreement or related thereto and is intended to settle only litigations related to saleable property rights, under Law No. 9,307/1996. The following are deemed disputes on the equity rights available for purposes of this section: calculation and application of contractual penalties, as well as controversies arising from the performance of guarantees; calculation of indemnifications arising from termination or transfer of the Agreement; failure by any of the signatories to perform contractual obligations; and demands related to contractual rights or obligations.