TERMS OF APPOINTMENT

in the UNCITRAL Arbitration case commenced

by the Notice of Arbitration dated xx

Claimants name (xx, or "the Claimant")

vs
Respondents name (xx, or "the Respondent")

The Arbitral Tribunal is composed of:

Mr, arbitrator appointed by the Claimant
Mr, arbitrator appointed by the Respondent
Mr, presiding arbitrator, jointly nominated by the two co-arbitrators

A.

Appointment of the Arbitral Tribunal

1.

The Parties confirm their acceptance that the Arbitral Tribunal comprising
Mr (appointed by the Claimant), Mr (appointed by the Respondent) and Mr
(appointed as Presiding Arbitrator), has been validly established in
accordance with xxx (hereinafter, the Contract) and Article 7 of the
UNCITRAL Arbitration Rules of 1976 (hereinafter, the UNCITRAL Rules).

2.

Each Arbitrator confirms that he is and shall remain impartial and

independent of the Parties. The appointment will not prevent the
Arbitrators from acting in other disputes as Arbitrator where the Parties or
the Counsel for the Parties are involved unless there is a conflict of
interest, it being understood that any such appointment in another dispute
shall be promptly disclosed by the Arbitrators to the Parties. The
Arbitrators are prevented from acting personally as Counsel for either party
during the course of this arbitration, albeit on an unrelated matter.
Moreover, the Arbitrators are prevented from acting personally as Counsel
for any third party against any of the Parties during the course of this
arbitration, albeit on an unrelated matter.

3.

The Parties waive any objection to the appointment of the Arbitrators on

the ground of any conflict of interest, lack of independence or impartiality in
respect of matters known to them at the date of signature of these Terms
of Appointment.

B.

Communications
4.

The Parties agree that there shall be no ex parte communication between

any Party and any Arbitrator regarding any matter in these proceedings
and that all written communications by one Party to the Arbitral Tribunal
shall be copied simultaneously to the other Party.

5.

All notices or written communications of less than twenty pages shall be

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sent by facsimile and email and all written communications of twenty or

more pages, including all formal submissions and all attachments or
exhibits thereto, shall be sent (in addition to any other method used) by
email and hand delivery/courier service, in each case addressed to the
Arbitrators and to the opposing Party at the addresses indicated in Section
31 below.

C.

Remuneration and Expenses of the Arbitrators

6.

The Presiding Arbitrator's remuneration for time spent on the arbitration

shall be charged at the rate of xx per hour, in respect of all time spent on the
arbitration. Each of the party-appointed Arbitrators remuneration for time
spent on the arbitration shall be charged at the rate of xx per hour, in respect
of all time spent on the arbitration.

7.

If the arbitration continues for more than one year from the date of these
Terms of Appointment, the Arbitrators may request an increase to their hourly
rates of no more than 5% and the Parties will consider such request.

8.

The Arbitrators shall be reimbursed in respect of all out-of-pocket

disbursements and charges incurred in connection with the arbitration,
including but not limited to courier delivery, telephone, facsimile and
copying.

9.

For all travel required in connection with this arbitration, the Arbitrators
shall be reimbursed for (i) economy class air travel if the flight is 9 hours or
less, or (ii) business class air travel is the flight is over 9 hours. Any travel
by train may be reimbursed at a first class rate. The Arbitrators further
agree that reimbursement for accommodation and other expenses incurred
when in Paris for hearings will be limited to xx per day. In the event that
the Arbitrators are required to travel to a location other than Paris, the
Parties will advise and agree with the Arbitrators in advance on the
reimbursement limitations.

D.

Advance on Costs
10.

The Parties shall establish an initial deposit of EUR xx from each side, for
a total of EUR xx. Unless otherwise designated by the Arbitral Tribunal, the
deposit shall be placed in an interest bearing account, maintained and
supervised by the xx acting as fundholder, as provided for in Section 12
below. Each Arbitrator may draw against such deposit on a monthly or
quarterly basis for fees and expenses, provided that the Arbitrator provides
the Parties with a statement containing an itemized list and description of
those fees and expenses being drawn at least 15 days in advance of the
withdrawal. The Arbitral Tribunal or the Presiding Arbitrator may from time
to time require the Parties to replenish such deposit in order to maintain an
appropriate balance, as necessary.

11.

Interest shall accrue on the account for the benefit of the Parties.

12.

Funds should be lodged with the xx account at:

Account Name:

xx

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IBAN Account No:

Swift Code:
Account No:
Bank:
Sort Code:

xx
xx
xx
xx
xx

The reference number xx should be quoted within the wiring instructions

when funds are remitted.
13.

E.

xx shall apply its usual charges for this fundholding service, which the
Parties agree to pay in equal shares as part of the costs of the arbitration
to be allocated by the Arbitral Tribunal in its final award.

Payment of Fees and Expenses

14.

The fees and expenses of the party-appointed Arbitrators will be subject to

the addition of value added tax ("VAT"), where payable, at the appropriate
rate.

15.

The Arbitrators will be entitled at their discretion to monthly or quarterly

payment of fees, expenses, disbursements and applicable VAT. Payments
shall be drawn from the account designated in Section 12 in accordance with
the procedure specified in that Section.

16.

Once an award or interim award has been handed down, all outstanding fees,
expenses, disbursements and applicable VAT shall be drawn from the
account designated in Section 12 in accordance with the procedure specified
in that Section. In the event that the funds in this account are not sufficient,
the Arbitrators shall submit an itemized list and description of outstanding
fees and expenses to the Parties for payment. Payment shall be made by the
parties within 60 days of receipt of the aforementioned list and description.

17.

In the event of a settlement of the dispute by agreement between the Parties

before an award is made, all outstanding fees, expenses, disbursements and
applicable VAT shall be drawn from the account designated in Section 12 in
accordance with the procedure specified in that Section. In the event that the
funds in this account are not sufficient, the Arbitrators shall submit an
itemized list and description of outstanding fees and expenses to the Parties
for payment. Payment shall be made by the parties within 60 days of receipt
of the aforementioned list and description.

F.

Cancellation Terms

18.

The Arbitrators will be entitled to 25% of their hourly rate as set out in
Section 6 above for the time reserved for a hearing, but not used, if the
hearing is cancelled within two months of its scheduled commencement
date. The Arbitrators will be entitled to an additional 25% if such
cancellation is notified within 48 hours of the hearings scheduled
commencement time. The Arbitrators will be entitled to 25% of their hourly

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rate as set out in Section 6 above for the time reserved for a hearing, but
not used, if the hearing is postponed within 48 hours of its scheduled
commencement time.
19.

G.

In the event that it is agreed during the course of a hearing that the full
time reserved for the hearing is not required, the Arbitrators will not be due
any payment for time reserved for the hearing and not used.
Applicable Law

20.

H.

Clause xx of the Contract provides that xx. In accordance with this

provision the Arbitral Tribunal shall decide in accordance with xx. The
Arbitrators shall not have the authority to decide as amiable compositeur
or ex aequo et bono.
Procedure

21.

Subject to the provisions of the Contract, the procedural rules applicable to

this arbitration shall be those contained in the UNCITRAL Rules (except as
excluded or amended by the Parties' agreement(s)), subject to such
specific orders or instructions as the Arbitral Tribunal may from time to time
establish. Municipal rules of civil procedure and evidence, including those
of the place of arbitration, shall not apply.

22.

As appropriate, the Arbitral Tribunal may have regard to the IBA Rules on
the Taking of Evidence in International Arbitration. Anything in these
Rules that conflicts with xx shall not be taken into account by the Arbitral
Tribunal for the purposes of this arbitration.

23.

There will be no discovery, by which it is meant that 1) with respect to

document production, the Arbitral Tribunal will seek guidance in the
practice of international arbitration (such as the above mentioned IBA
Rules reflect), and not in the practice of US courts, and 2) UNOPS enjoys
privileges and immunities as set forth in the above mentioned Convention
on the Privileges and Immunities of the UN. Each Party may request that
the other Party produce one or more specific documents which are shown
to be relevant and material to the outcome of the case. The Arbitral
Tribunal will resolve any disagreement between the Parties as to whether
a requested document is relevant and material to the outcome of the case.
Due to its privileges and immunities, xx.

24.

The initial procedural hearing has taken place by telephone conference, on

xx.

25.

The Parties are in agreement on the following:

-

xx is the place of arbitration (Article 16 UNCITRAL Rules).

English is the language of this arbitration (Article 17 UNCITRAL

Rules);

There is no dispute as to the jurisdiction of the Arbitral Tribunal (Article

21 UNCITRAL Rules). This agreement as to jurisdiction does not
preclude either Party from raising arguments as to the admissibility of

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any claims in the arbitration.

I.

Confidentiality
26.

Unless expressly agreed in writing to the contrary, and in addition to

Articles 25(4) and 32(5) of the UNCITRAL Rules, the Parties and the
Arbitrators undertake as a general principle to keep confidential all orders
and awards issued in connection with this arbitration and all documents or
other material created for the purpose of this arbitration or produced by
either party in this arbitration and which are not otherwise in the public
domain.

27.

Notwithstanding the limitations in Section 26, either Party may disclose

material or information relating to this arbitration where this is necessary to
comply with applicable law or regulations, or where this is required
pursuant to any order by a competent authority or tribunal.

28.

Notwithstanding the limitations in Section 26, the United Nations may

disclose matters relating to this arbitration or the arbitral proceedings to
any of its internal organs, including, but not limited to, the General
Assembly. Xx. The foregoing provisions shall survive the termination or
expiration of the Terms of Appointment and the termination of the arbitral
proceedings.

J.

Immunity from Suit

29.

No Arbitrator shall be required by either Party to be a party or witness in

any judicial or other proceedings arising out of this arbitration; and

30.

No Arbitrator shall be liable to any Party in respect of any act or omission

in connection with any matter related to this arbitration, save where that
Arbitrator is shown to have been guilty of conscious and deliberate
wrongdoing.

K.

Notices
31.

All written communications shall be sent to the following addresses:

(A)

The Claimant:

Mr
Address
Tel:
Fax:
Email:
Mr.
Address
Tel:
Fax:
Email:
(B)

The Respondent:
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Mr
Address
Tel:
Fax:
Email:
(C)

The Arbitral Tribunal:

Mr
Address
Tel:
Fax:
Email:

Mr
Address
Tel:
Fax:
Email:

Mr
Address
Tel:
Fax:
Email:

L.

xx
32.

xx

Place of arbitration: Paris, France

Made in 6 (six) original copies on _______________

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Mr
Arbitrator

Mr
Arbitrator

Signature

Signature

Mr
Presiding Arbitrator

Signature

Representing the Claimant:

Representing the Respondent:

Signature

Signature

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