0 ARBITRATION 1 0 2 RULES MODEL ARBITRATION CLAUSE Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity there- of, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. Recommended additions: The arbitral tribunal shall be composed of three arbitrators/a sole arbitrator. The seat of arbitration shall be […]. The language to be used in the arbitral proceedings shall be […]. This contract shall be governed by the substantive law of […]. 1 ARBITRATION RULES OF THE ARBITRATION INSTITUTE OF THE STOCKHOLM CHAMBER OF COMMERCE ADOPTED BY THE STOCKHOLM CHAMBER OF COMMERCE AND IN FORCE AS OF 1 JANUARY 2010 Under any arbitration agreement referring to the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce (the “Arbitration Rules”) the parties shall be de- emed to have agreed that the following rules, or such amended rules, in force on the date of the commencement of the arbi- tration, or the filing of an application for the appointment of an Emergency Arbitrator, shall be applied unless otherwise agreed by the parties. The English text prevails over other language versions. 2 TABLE OF CONTENT ARBITRATION INSTITUTE OF THE STOCKHOLM CHAMBER OF COMMERCE Article 1 About the SCC 6 COMMENCEMENT OF PROCEEDINGS 6 19 Article 2 Request for Arbitration 6 Article 3 Registration Fee 7 Article 4 Commencement of arbitration 7 Article 5 Answer 7 Article 6 Request for further details 8 Article 7 Time periods 8 Article 8 Notices 8 Article 9 Decisions by the Board 8 Article 10 Dismissal 9 Article 11 Consolidation 9 COMPOSITION OF THE ARBITRAL TRIBUNAL Article 12 Number of arbitrators 9 Article 13 Appointment of arbitrators 9 Article 14 Impartiality and independence 10 Article 15 Challenge to arbitrators 11 Article 16 Release from appointment 11 Article 17 Replacement of arbitrators 12 THE PROCEEDINGS BEFORE THE ARBITRAL TRIBUNAL Article 18 Referral to the Arbitral Tribunal 12 Article 19 Conduct of the arbitration 12 Article 20 Seat of arbitration 13 Article 21 Language 13 Article 22 Applicable law 13 Article 23 Provisional timetable 14 Article 24 Written submissions 14 Article 25 Amendments 14 3 Article 26 Evidence 15 Article 27 Hearings 15 Article 28 Witnesses 15 Article 29 Experts appointed by the Arbitral Tribunal 15 Article 30 Default 16 Article 31 Waiver 16 Article 32 Interim measures 16 Article 33 Communications from the Arbitral Tribunal 17 Article 34 Close of proceedings 17 AWARDS AND DECISIONS Article 35 Awards and decisions 17 Article 36 Making of awards 17 Article 37 Time limit for final award 18 Article 38 Separate award 18 Article 39 Settlement or other grounds for termination of the arbitration 18 Article 40 Effect of an award 18 Article 41 Correction and interpretation of an award 18 Article 42 Additional award 19 COSTS OF THE ARBITRATION 19 20 Article 43 Costs of the Arbitration 19 Article 44 Costs incurred by a party 20 Article 45 Advance on Costs 20 21 GENERAL RULES 21 Article 46 Confidentiality 21 Article 47 Enforcement 21 Article 48 Exclusion of liability 21 22 APPENDIX I – ORGANISATION 23 Article 1 About the SCC 22 Article 2 Function of the SCC 22 Article 3 The Board 22 4 Article 4 Appointment of the Board 22 Article 5 Removal of a member of the Board 23 Article 6 Function of the Board 23 Article 7 Decisions by the Board 23 Article 8 The Secretariat 23 Article 9 Procedures 23 APPENDIX II – EMERGENCY ARBITRATOR 24 27 Article 1 Emergency Arbitrator 24 Article 2 Application for the appointment of an Emergency Arbitrator 24 Article 3 Notice 24 Article 4 Appointment of the Emergency Arbitrator 25 Article 5 Seat of the emergency proceedings 25 Article 6 Referral to the Emergency Arbitrator 25 Article 7 Conduct of the emergency proceedings 25 Article 8 Emergency decisions on interim measures 25 Article 9 Binding effect of emergency decisions 26 Article 10 Costs of the emergency proceedings 26 APPENDIX III – SCHEDULE OF COSTS 28 29 ARBITRATION COSTS Article 1 Registration Fee 28 Article 2 Fees of the Arbitral Tribunal 28 Article 3 Administrative Fee 28 Article 4 Expenses 29 5 ARBITRATION RULES OF THE ARBITRATION INSTITUTE OF THE STOCKHOLM CHAMBER OF COMMERCE ARBITRATION INSTITUTE OF THE STOCKHOLM CHAMBER OF COMMERCE Article 1 About the SCC The Arbitration Institute of the Stockholm Chamber of Commer- ce (the “SCC”) is the body responsible for the administration of disputes in accordance with the “SCC Rules”; the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce (the “Arbitration Rules”) and the Rules for Expedi- ted Arbitrations of the Stockholm Chamber of Commerce (the “Rules for Expedited Arbitrations”), and other procedures or ru- les agreed upon by the parties. The SCC is composed of a board of directors (the “Board”) and a secretariat (the “Secretariat”). Detailed provisions regarding the organisation of the SCC are set out in Appendix I. COMMENCEMENT OF PROCEEDINGS Article 2 Request for Arbitration A Request for Arbitration shall include: (i) a statement of the names, addresses, telephone and facsimile numbers and e-mail addresses of the parties and their counsel; (ii) a summary of the dispute; (iii) a preliminary statement of the relief sought by the Claimant; (iv) a copy or description of the arbitration agreement or clause under which the dispute is to be settled; (v) comments on the number of arbitrators and the seat of arbitration; and (vi) if applicable, the name, address, telephone number, facsimile number and e-mail address of the arbitrator appointed by the Claimant. 6 Article 3 Registration Fee (1) Upon filing the Request for Arbitration, the Claimant shall pay a Registration Fee. The amount of the Registration Fee shall be determined in accordance with the Schedule of Costs (Appendix III) in force on the date when the Request for Arbitration is filed. (2) If the Registration Fee is not paid upon filing the Request for Arbitration, the Secretariat shall set a time period within which the Claimant shall pay the Registration Fee. If the Registration Fee is not paid within this time period, the Secretariat shall dismiss the Request for Arbitration. Article 4 Commencement of arbitration Arbitration is commenced on the date when the SCC receives the Request for Arbitration. Article 5 Answer (1) The Secretariat shall send a copy of the Request for Ar- bitration and the documents attached thereto to the Re- spondent. The Secretariat shall set a time period within which the Respondent shall submit an Answer to the SCC. The Answer shall include: (i) any objections concerning the existence, validity or applicability of the arbitration agreement; however, failure to raise any objections shall not preclude the Respondent from subsequently raising such objec- tions at any time up to and including the submission of the Statement of Defence; (ii) an admission or denial of the relief sought in the Re- quest for Arbitration; (iii) a preliminary statement of any counterclaims or set- offs; (iv) comments on the number of arbitrators and the seat of arbitration; and (v) if applicable, the name, address, telephone number, facsimile number and e-mail address of the arbitrator appointed by the Respondent. 7 (2) The Secretariat shall send a copy of the Answer to the Clai- mant. The Claimant shall be given an opportunity to sub- mit comments on the Answer. (3) Failure by the Respondent to submit an Answer shall not prevent the arbitration from proceeding. Article 6 Request for further details The Board may request further details from either party regar- ding any of their written submissions to the SCC. If the Claimant fails to comply with a request for further details, the Board may dismiss the case. If the Respondent fails to comply with a re- quest for further details regarding its counterclaim or set-off, the Board may dismiss the counterclaim or set-off. Failure by the Respondent to otherwise comply with a request for further details shall not prevent the arbitration from proceeding. Article 7 Time periods The Board may, on application by either party or on its own motion, extend any time period which has been set for a party to comply with a particular direction. Article 8 Notices (1) Any notice or other communication from the Secretariat or the Board shall be delivered to the last known address of the addressee. (2) Any notice or other communication shall be delivered by courier or registered mail, facsimile transmission, e-mail or any other means of communication that provides a record of the sending thereof. (3) A notice or communication sent in accordance with para- graph (2) shall be deemed to have been received by the addressee on the date it would normally have been recei- ved given the chosen means of communication. Article 9 Decisions by the Board When necessary the Board shall: (i) decide whether the SCC manifestly lacks jurisdiction over the dispute pursuant to Article 10 (i); 8 (ii) decide whether to consolidate cases pursuant to Article 11; (iii) decide the number of arbitrators pursuant to Article 12; (iv) make any appointment of arbitrators pursuant to Ar- ticle 13; (v) decide the seat of arbitration pursuant to Article 20; and (vi) determine the Advance on Costs pursuant to Article 45. Article 10 Dismissal The Board shall dismiss a case, in whole or in part, if: (i) the SCC manifestly lacks jurisdiction over the dispute; or (ii) the Advance on Costs is not paid pursuant to Article 45. Article 11 Consolidation If arbitration is commenced concerning a legal relationship in respect of which an arbitration between the same parties is already pending under these Rules, the Board may, at the re- quest of a party, decide to consolidate the new claims with the pending proceedings. Such decision may only be made after consulting the parties and the Arbitral Tribunal. COMPOSITION OF THE ARBITRAL TRIBUNAL Article 12 Number of arbitrators The parties may agree on the number of arbitrators. Where the parties have not agreed on the number of arbitrators, the Arbi- tral Tribunal shall consist of three arbitrators, unless the Board, taking into account the complexity of the case, the amount in dispute or other circumstances, decides that the dispute is to be decided by a sole arbitrator. Article 13 Appointment of arbitrators (1) The parties may agree on a different procedure for ap- pointment of the Arbitral Tribunal than as provided under this Article. In such cases, if the Arbitral Tribunal has not been appointed within the time period agreed by the par- 9