Arbitration Agreement Template (Canada)
Updated on August 8, 2026
Arbitration in Canada is provincial. Each province and territory has its own domestic arbitration statute and a separate international commercial arbitration statute adopting the UNCITRAL Model Law, so the seat you choose selects both the Act that governs the process and the superior court that supervises it. There is no single national arbitration law to point at.
That makes the seat the load-bearing term, and it is exactly what the widely copied free template this page replaces never identifies. That template also names a single arbitrator in a blank with no appointing authority behind it, contradicts itself on costs, permits the award to be handed to third parties inside its own confidentiality clause, and tells the parties they may still sue over "Constitutional or civil rights" — a sentence imported from a US context that has no application in Canada.
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Arbitration Agreement
This Arbitration Agreement is made on between of and of (each a Party and together the Parties).
Each Party enters into this Agreement in the course of its business and not as a consumer, and each has had the opportunity to obtain independent legal advice on it and to negotiate its terms.
1. Disputes Covered
Any dispute, claim or difference arising out of or in connection with the dated , including any question about its existence, validity, breach or termination, is to be referred to and finally resolved by arbitration under this Agreement.
2. Seat and Applicable Statute
The seat of the arbitration is . The law governing the underlying contract is . The seat is unaffected by where any hearing is physically held.
This is a domestic commercial arbitration governed by , being the arbitration statute in force at the seat, and the superior court of that province or territory exercises the supervisory jurisdiction that statute confers, including in relation to appointment of arbitrators, challenges, interim relief in support of the arbitration and applications to set aside or enforce an award.
Nothing in this Agreement limits any right a consumer has under applicable consumer protection legislation. Where a Party is a consumer within the meaning of such legislation, and that legislation renders an agreement to arbitrate or a restriction on participating in a class proceeding ineffective, this Agreement does not apply to that Party's claims to the extent of that legislation.
3. Rules and Appointment of the Tribunal
The arbitration is to be conducted under the arbitration rules of the ADR Institute of Canada in force when the arbitration is commenced, which are incorporated into this Agreement, and that Institute is to appoint the tribunal in accordance with those rules where the Parties do not agree within thirty days of the request for arbitration.
The tribunal is to consist of one arbitrator, agreed by the Parties or, failing agreement, appointed as set out above.
Any arbitrator is to have the following qualification or experience: . Every arbitrator must be and remain impartial and independent, must disclose before accepting appointment any circumstance likely to give rise to justifiable doubts as to their impartiality or independence, and must continue to disclose any such circumstance arising afterwards.
4. Language, Venue and Procedure
The arbitration is to be conducted in . Where a Party is situated in Quebec or the underlying contract is in French, the Parties have addressed the language of the proceeding expressly in this clause rather than leaving it to be determined later. Hearings may be held at or by video conference as the tribunal directs after consulting the Parties, and the tribunal is to set a timetable proportionate to the amount in dispute and the complexity of the issues.
5. Interim Relief and Court Support
Either Party may apply to the tribunal for interim measures, and may apply to a court for urgent interim relief before the tribunal is constituted or for assistance in taking evidence. Doing so is not a breach of this Agreement or a waiver of the agreement to arbitrate.
Nothing in this Agreement prevents either Party from applying to a court of competent jurisdiction for an injunction or other equitable relief to restrain the actual or threatened infringement, misuse or disclosure of intellectual property or confidential information.
6. Costs
The Parties advance the tribunal's fees and expenses and any institutional charges in equal shares. In its award the tribunal may allocate those costs, and each Party's reasonable legal and expert costs, between the Parties as it considers appropriate having regard to the outcome and the conduct of the arbitration.
7. Confidentiality
The existence of the arbitration, all submissions and evidence in it, and the award are confidential. A Party may nonetheless disclose them to its professional advisers, auditors and insurers on a confidential basis, so far as necessary to enforce or challenge the award or to protect a legal right, and where required by law, by a court, or by a regulator. This obligation survives the conclusion of the arbitration.
8. The Award
The award is to be in writing, is to state the reasons on which it is based, and is final and binding on the Parties. Judgment on the award may be entered in any court of competent jurisdiction, and where recognition or enforcement is sought outside Canada the award is intended to be enforceable under the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.
9. General
This Agreement survives termination, expiry or rescission of the underlying contract. If any provision is unenforceable, the remainder continues in effect. Notices are to be in writing to for the first Party and for the second Party. This Agreement may be signed in counterparts and by electronic signature.
First party
Date:
Second party
Date:
The seat picks the Act and the court
Naming Toronto, Vancouver, Calgary or Montreal as the seat is not decoration. It selects the provincial arbitration statute that governs the proceedings, the superior court that can appoint an arbitrator when the parties stall, decide a challenge, grant interim relief in support, and hear an application to set aside or enforce the award.
The seat is not the hearing venue. Parties routinely seat an arbitration in one province and hold hearings elsewhere or online, and this template keeps the two apart so the legal position does not move when the logistics do.
Where a party or the subject matter is genuinely international, the province's international commercial arbitration statute applies instead, bringing the Model Law and the New York Convention with it. The template asks the domestic-or-international question directly, because the answer changes the governing statute and the enforcement route.
Consumer arbitration is restricted, and that is the Canadian headline
The most important limit on a Canadian arbitration clause is consumer protection legislation, not arbitration law. Ontario's Consumer Protection Act, 2002 is the clearest example: it renders a term requiring disputes to go to arbitration ineffective in a consumer agreement, and its provisions operate so that an arbitration clause cannot prevent a consumer from commencing or joining a class proceeding.
The definition does the work. A consumer for those purposes is an individual acting for personal, family or household purposes, and does not include a person acting for business purposes — so a small incorporated business signing the same standard form is not protected, and arbitration clauses have been enforced against business customers even where consumers in the same class action were released from them.
There is also a change to watch. Ontario has passed a Consumer Protection Act, 2023 to repeal and replace the 2002 Act, and its prohibited-terms provisions would expressly ban clauses submitting disputes to arbitration or limiting a consumer's right to participate in a class proceeding. On the sources reviewed for this page it had not been proclaimed in force, so the 2002 Act continues to apply — but a template that assumes either position without checking will be wrong on one side of the change. Other provinces have their own consumer regimes, so confirm the position where your customers are.
This template therefore states plainly that it is written for negotiated business-to-business use, and includes a consumer carve-out that preserves any right a consumer has under applicable consumer protection legislation rather than pretending the clause binds everyone equally.
Constituting the tribunal and running the case
The structural failure in the source template is that it names one arbitrator in a blank with no institution and no appointing authority, so the first disagreement over a name stops everything. Provincial statutes provide a court-appointment backstop, but starting a private process with a Superior Court application defeats the purpose.
This template offers institutional arbitration — the ADR Institute of Canada and the Canadian Commercial Arbitration Centre are the usual domestic choices — or ad hoc arbitration under the UNCITRAL Rules with a named appointing authority. Either way the clause can constitute a tribunal without a court.
It sets the number of arbitrators and the appointment fallback, requires continuing disclosure of anything likely to give rise to justifiable doubts about impartiality, and routes challenges to the institution or the court. Language is stated expressly, which matters more in Canada than in most markets: an arbitration involving parties in Quebec may need to be conducted in French, or bilingually, and leaving that to be assumed is how a procedural fight starts.
Costs, confidentiality and the award
The template makes cost allocation a single choice: either the tribunal's fees and each side's legal costs are shared evenly whatever happens, or the tribunal may allocate both in the award. The source template does both at once, letting the arbitrator award costs to the prevailing party in one clause and fixing the arbitrator's own fee as shared equally regardless of who was right in the next.
Confidentiality is drafted with exceptions that work: disclosure to professional advisers, auditors and insurers, disclosure needed to enforce or challenge the award, and disclosure required by law, a court or a regulator. A clause that then allows the award to be given to unspecified third parties, as the source does, protects nobody.
The award is written, reasoned, final and binding, and the parties agree that judgment may be entered on it in any court of competent jurisdiction. Where enforcement abroad is likely, the seat fixes the award's nationality under the New York Convention. The template avoids imposing a fixed completion deadline on the tribunal, because a deadline written into the agreement and then missed becomes an argument about the tribunal's authority.
Clause-by-clause guide
- Scope of disputes
- Covers disputes arising out of or in connection with the contract, including questions of its existence, validity and termination.
- Domestic or international
- Selects between the province's domestic arbitration statute and its international commercial arbitration statute, which changes the framework and the enforcement route.
- Seat of arbitration
- Names the city and province, which fixes the governing Act and the supervising superior court. Kept separate from the hearing venue.
- Rules and appointing authority
- Institutional rules with a built-in appointment route, or ad hoc arbitration with a named appointing authority so the clause cannot deadlock.
- Number and qualification of arbitrators
- One or three, any required expertise, and the fallback where a party fails to appoint or the two appointees cannot agree on a chair.
- Language of the arbitration
- Stated expressly, because a proceeding involving parties in Quebec may need to run in French or bilingually.
- Consumer carve-out
- Preserves any right a consumer has under applicable consumer protection legislation, rather than asserting a clause that such legislation would render ineffective.
- Interim relief and court support
- Preserves applications to the tribunal and to the court for urgent relief and evidentiary assistance without waiving the agreement to arbitrate.
- Costs
- One rule — split evenly, or allocated by the tribunal in the award — not two contradictory ones.
- Confidentiality and the award
- Protects the proceedings and award with workable exceptions, and provides for a reasoned final award enforceable in court and internationally.
Canadian compliance checklist
Arbitration is provincial. Confirm the position for your seat and your counterparty.
Identify the governing provincial statute
Each province and territory has its own domestic arbitration statute and a separate international commercial arbitration statute adopting the Model Law. The seat determines which applies and which superior court supervises the arbitration.
Do not rely on an arbitration clause against consumers
Ontario's Consumer Protection Act, 2002 renders a term requiring arbitration ineffective in a consumer agreement and prevents an arbitration clause from stopping a consumer commencing or joining a class proceeding. Other provinces have their own regimes.
Consumer Protection Act, 2002 (Ontario)Check who counts as a consumer
A consumer is an individual acting for personal, family or household purposes and does not include a person acting for business purposes, so an incorporated small business signing the same standard form is generally not protected.
Watch the pending Ontario replacement
Ontario has passed a Consumer Protection Act, 2023 to repeal and replace the 2002 Act, with prohibited-terms provisions that would expressly ban clauses submitting disputes to arbitration or limiting participation in a class proceeding. Check whether it has been proclaimed in force before relying on either Act.
Consumer Protection Act, 2023 (Ontario)Name the seat and an appointing authority
Without a seat there is no identified Act and no identified court. Without an appointing authority a single-arbitrator clause deadlocks unless someone applies to the superior court.
State the language of the arbitration
Where a party is in Quebec, or the underlying contract is in French, say whether the arbitration runs in English, in French or bilingually rather than leaving it to be argued at the first procedural conference.
Do not divert statutory employment claims
Employment standards and human rights claims have their own statutory pathways in each province. An arbitration clause in an employment contract does not simply move them into private arbitration.
Keep enforcement in mind when choosing the seat
Where a counterparty or its assets are outside Canada, the award travels under the New York Convention and the seat fixes its nationality for that purpose.
New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards
How to complete this arbitration agreement
- Identify the parties and the contract. Name both parties and the contract the arbitration agreement attaches to, or describe the dispute if you are signing after one has arisen.
- Choose domestic or international. The document prints the applicable framework — the province's domestic arbitration statute, or its international commercial arbitration statute.
- Fix the seat, rules and language. Enter the seat, choose institutional or ad hoc arbitration with a named appointing authority, set one or three arbitrators, and state the language.
- Set the carve-outs and cost rule. Keep the consumer carve-out, decide on interim relief and small-claims carve-outs, and choose whether costs are split or allocated by the tribunal.
- Review and sign. Check the notice addresses and governing province, then download the DOCX or PDF and keep it with the underlying contract.
Frequently asked questions
Which arbitration law applies in Canada?
The statute of the province or territory where the arbitration is seated. Each has its own domestic arbitration Act and a separate international commercial arbitration Act adopting the Model Law, so the seat selects both the governing statute and the supervising superior court. There is no single federal arbitration statute to fall back on.
Can I make consumers arbitrate?
Generally not. Ontario's Consumer Protection Act, 2002 renders an arbitration requirement ineffective in a consumer agreement and stops such a clause preventing a consumer from starting or joining a class proceeding, and other provinces have their own regimes. This template is written for business-to-business use and carries a consumer carve-out.
Does that protection cover small businesses?
Usually not. A consumer is an individual acting for personal, family or household purposes and does not include someone acting for business purposes, so an incorporated small business signing the same standard form is generally outside the protection and can be held to the arbitration clause.
Is Ontario's consumer law changing?
Ontario has passed a Consumer Protection Act, 2023 to repeal and replace the 2002 Act, with provisions that would expressly prohibit terms submitting disputes to arbitration or limiting class-proceeding participation. Check whether it has been proclaimed in force before relying on either statute — the template flags the point rather than guessing.
What is the difference between the seat and the hearing venue?
The seat is the legal place of the arbitration and fixes the governing Act and the supervising court. The venue is where people meet, and can be anywhere or online. A clause naming only a venue has not fixed any of the things a seat fixes.
Do we need an arbitral institution?
No, but ad hoc arbitration needs the agreement itself to adopt a rulebook and name an appointing authority. Institutional arbitration costs more in administrative fees and removes the deadlocks and gaps ad hoc drafting tends to leave.
Should the agreement say what language the arbitration is in?
Yes, and in Canada it matters more than elsewhere. Where a party is in Quebec or the underlying contract is in French, say whether the proceeding runs in English, French or bilingually — otherwise it becomes the first procedural dispute.
Is the award final?
Substantially. Courts review awards on narrow grounds under the applicable provincial statute rather than for legal or factual error, and the parties agree judgment may be entered on the award in any court of competent jurisdiction. That finality is a reason to take the drafting seriously.
Related templates
Disclaimer
This template and guide are for general information only and are not legal advice, and no Canadian lawyer or notary has reviewed them for your matter. Arbitration and consumer protection are provincial, and Quebec's civil law regime differs from the common-law provinces — take advice before use there.
