Arbitration Agreement Template (US)
Updated on August 8, 2026
An arbitration agreement is the parties' agreement to resolve disputes before a private tribunal instead of in court. It can be a clause inside a larger contract, or — as here — a standalone agreement that two parties sign either when the underlying contract has no arbitration clause, or after a dispute has already arisen and they decide to arbitrate it. A workable arbitration agreement answers four questions that a bad one leaves open: which disputes it covers, where the arbitration is legally seated, which rules apply, and who appoints the arbitrator if the parties cannot agree.
This template covers all four. The free template it replaces covers none of them properly: it names a single arbitrator in a blank with no appointing authority behind it, so the agreement deadlocks the moment the parties disagree on a name; it never identifies a seat; its costs clause contradicts its arbitrator-payment clause; its confidentiality clause permits the award to be given to third parties; and it tells the parties they can still sue over "Constitutional or civil rights", which is not the law. This version fixes each of those and adds the carve-outs that a US arbitration agreement genuinely needs.
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Arbitration Agreement
This Arbitration Agreement is made on between of and of (each a Party and together the Parties).
1. Disputes Covered
The Parties agree that any dispute, claim or controversy arising out of or in connection with the dated , including any question about its existence, validity, breach or termination, will be finally resolved by arbitration under this Agreement rather than in court.
2. Seat and Governing Law
The seat, or legal place, of the arbitration is . The arbitration law of the seat governs the arbitration and its courts have supervisory jurisdiction. The law governing the underlying contract is . The seat is not affected by where hearings are physically held.
3. Rules and Appointment
The arbitration will be administered by the American Arbitration Association under its rules applicable to the dispute, as in force when arbitration is commenced. Where the Parties do not agree on the arbitrator or arbitrators within thirty days of the request for arbitration, the American Arbitration Association will make the appointment under those rules.
The tribunal consists of one arbitrator, agreed by the Parties or, failing agreement, appointed as set out above.
Any arbitrator must have the following qualification or expertise: . Every arbitrator must be and remain independent and impartial, must disclose before accepting appointment any circumstance likely to give rise to justifiable doubt about their impartiality or independence, and must continue to disclose any such circumstance arising later. Challenges are decided by the administering institution or appointing authority named above or, where none applies, by the courts of the seat.
4. Language, Hearings and Timetable
The arbitration is conducted in . Hearings may be held at or by video conference as the tribunal directs after consulting the Parties. The tribunal will set a reasonable procedural timetable, including for exchange of submissions and documents, proportionate to the amount in dispute and the complexity of the issues.
5. Interim Relief and Court Assistance
Either Party may apply to the tribunal for interim or conservatory measures. A Party may also apply to a court of competent jurisdiction for urgent interim relief before the tribunal is constituted, or for assistance in taking evidence, and doing so is not a waiver of this Agreement or a breach of it.
Nothing in this Agreement prevents either Party from applying to a court of competent jurisdiction for injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation or disclosure of intellectual property or confidential information.
6. Statutory Carve-Out
Nothing in this Agreement limits any right conferred by the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act. At the election of a person alleging conduct constituting a sexual harassment dispute or a sexual assault dispute, no predispute arbitration agreement is valid or enforceable with respect to a case relating to that dispute, and that election belongs to the person alleging the conduct.
7. Costs
The arbitrator's fees and expenses and any institutional charges are shared equally between the Parties, and each Party bears its own legal and expert costs, whatever the outcome.
8. Confidentiality
The existence of the arbitration, the 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, to the extent needed to enforce or challenge the award or to protect a legal right, and where disclosure is required by law, by a court, or by a regulator or listing authority. This duty survives the end of the arbitration.
9. The Award
The award is made in writing, states 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. Where recognition or enforcement is sought outside the United States, the Parties intend the award to be enforceable under the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.
10. General
This Agreement survives termination, expiry or rescission of the underlying contract. If any provision of it is held unenforceable, the rest continues in effect and the Parties intend the remainder to be applied so far as it still gives effect to their agreement to arbitrate. Notices are given in writing to for the first Party and for the second Party. This Agreement may be signed in counterparts and by electronic signature where permitted by applicable law.
First party
Date:
Second party
Date:
The seat is the most important term in the document
The seat — sometimes called the legal place of arbitration — is the jurisdiction whose arbitration law governs the process and whose courts supervise it. It decides which court can compel arbitration, appoint an arbitrator when the parties stall, rule on a challenge to an arbitrator, and hear an application to confirm or vacate the award. It is not the same thing as the hearing venue: parties routinely seat an arbitration in one state and hold hearings somewhere convenient, or by video.
An arbitration agreement with no seat is an agreement whose supervisory court nobody can identify until they litigate the question. That is the opposite of what arbitration is for. This template asks for the seat as a required field and keeps the hearing location as a separate, changeable term.
Rules and the appointing authority
Choosing an institution — the American Arbitration Association or JAMS are the usual US choices — buys you a complete rulebook plus, crucially, an administrator that will appoint an arbitrator when the parties cannot agree. Ad hoc arbitration, typically under the UNCITRAL Arbitration Rules, avoids institutional fees but needs the agreement to name an appointing authority itself, or the process stalls at the first disagreement.
The template makes this an explicit choice and writes the appropriate appointment machinery either way. It also lets you set the number of arbitrators. One arbitrator is faster and cheaper and suits most commercial disputes; three suits high-value or technically complex matters, where each side appoints one and the two appointees select the chair.
Arbitrator independence is handled properly too: a candidate must disclose anything that could reasonably raise doubt about impartiality, disclosure continues throughout the case, and challenges go to the institution or the supervising court rather than being left unaddressed.
What arbitration cannot do, and the carve-outs you need
The Federal Arbitration Act makes written arbitration agreements in contracts affecting commerce valid, irrevocable and enforceable, save on grounds that exist at law or in equity for revoking any contract. That is a strong policy, but it is not unlimited, and a template that implies otherwise misleads its users.
The clearest federal limit is the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act, which amended the Federal Arbitration Act in March 2022. At the election of the person alleging a sexual-harassment or sexual-assault dispute, a predispute arbitration agreement is not valid or enforceable as to that case. Two things about it are commonly misstated: the choice belongs to the claimant, not the drafter, and it applies to predispute agreements. This template states the carve-out in the document itself rather than pretending it does not exist.
What is not a carve-out is the sentence the source template prints: that a party may still sue over a question of "Constitutional or civil rights". Statutory civil-rights claims are generally arbitrable in the United States, and no such general exclusion exists. Leaving that sentence in a signed agreement gives both sides a wrong picture of what they agreed to.
Beyond the statutory limit, the template offers the carve-outs commercial parties actually use: preserving each party's right to seek urgent injunctive relief from a court to protect intellectual property or confidential information, and preserving small-claims court for disputes within its limit. Both are optional, because both change the bargain.
Costs, confidentiality and the award
Arbitration costs come in two layers: the arbitrator's and institution's fees, and each side's own legal costs. The source template contradicts itself here — one clause lets the arbitrator award costs to the prevailing party, the next fixes the arbitrator's fee as shared equally "regardless of who was right". This template makes cost allocation a single explicit choice: either both layers are split evenly, or the tribunal may shift them to the losing party in the award.
Confidentiality is drafted to survive contact with reality. The proceedings, submissions and award are confidential, but with express carve-outs for disclosure to professional advisers and insurers, for enforcement or challenge of the award in court, and where disclosure is required by law or regulator. A confidentiality clause that then permits the award to be handed to unspecified third parties, as the source does, protects nobody.
Finally, the award. The template records that the award is final and binding, that the tribunal gives reasons, and that judgment on the award may be entered in any court of competent jurisdiction — the mechanism the Federal Arbitration Act provides for turning an award into an enforceable judgment. It deliberately does not impose an arbitrary 120-day deadline on the tribunal, because a missed deadline written into the agreement becomes a ground for someone to attack the award.
Clause-by-clause guide
- Scope of disputes covered
- Uses "arising out of or in connection with" rather than "arising out of" alone, and states whether disputes about the validity of the underlying contract are included, so the scope is not itself the first dispute.
- Seat of arbitration
- Names the legal place of arbitration, which fixes the supervisory court and the arbitration law that governs the process. Kept separate from the hearing location.
- Rules and administering institution
- Selects institutional rules or ad hoc arbitration, and in each case names who will appoint an arbitrator when the parties cannot agree.
- Number, qualification and appointment of arbitrators
- One or three arbitrators, any required expertise, and the fallback appointment route. This is the clause whose absence deadlocks the source template.
- Independence, disclosure and challenge
- Requires disclosure of anything that could reasonably raise doubt about impartiality, makes that duty continuing, and routes challenges to the institution or the supervising court.
- Language and hearing arrangements
- Sets the language of the arbitration and allows hearings to be held remotely, which the tribunal decides in consultation with the parties.
- Interim relief and court assistance
- Preserves the right to ask a court for urgent protective relief without that application being treated as a waiver of the agreement to arbitrate.
- Statutory and optional carve-outs
- States the sexual-harassment and sexual-assault election created by federal law, and lets you add small-claims and injunctive-relief carve-outs.
- Costs, confidentiality and the award
- One consistent cost rule, confidentiality with workable exceptions, a reasoned final award, and entry of judgment on the award in a court of competent jurisdiction.
US compliance checklist
Check these before you sign. Enforceability turns on the surrounding facts as much as on the wording.
Confirm the Federal Arbitration Act applies, and how state law interacts
A written arbitration provision in a contract evidencing a transaction involving commerce is valid, irrevocable and enforceable except on grounds that exist at law or in equity for the revocation of any contract. State arbitration statutes and state contract-law defences such as unconscionability still matter.
9 U.S.C. 2 - validity of arbitration agreementsInclude the sexual-harassment and sexual-assault election
At the election of the person alleging a sexual-harassment or sexual-assault dispute, a predispute arbitration agreement or joint-action waiver is not valid or enforceable as to that case. The choice belongs to the claimant.
Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021Do not claim a general civil-rights exclusion
Statutory civil-rights claims are generally arbitrable in the United States. A clause telling the parties they may still sue over constitutional or civil-rights questions misstates the position and should be removed from any template that carries it.
Name the seat and an appointing authority
Without a seat there is no identified supervisory court; without an appointing authority a single-arbitrator clause deadlocks if the parties cannot agree on a name. Institutional rules supply the authority automatically.
American Arbitration Association rulesTake extra care with employment and consumer arbitration
Agreements imposed on employees and consumers face closer scrutiny — on cost-shifting, remedies, discovery, mutuality and the manner of assent — and several states regulate them further. Get advice before using this template in those settings.
Provide for entry of judgment on the award
An award becomes enforceable through confirmation by a court. Say that judgment on the award may be entered in any court of competent jurisdiction, and keep the award reasoned and in writing.
Consider enforcement abroad before choosing the seat
Where a party or its assets are outside the United States, awards travel under the New York Convention. The seat you pick determines the award's 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 underlying contract. Name both parties and the contract the arbitration agreement attaches to, or state that it covers a dispute that has already arisen.
- Set the seat and the rules. Choose the legal seat of the arbitration, then choose institutional rules or ad hoc arbitration with a named appointing authority.
- Choose one or three arbitrators. Set the number, any required qualification or expertise, and confirm the appointment fallback the document writes for you.
- Decide the carve-outs and cost rule. Turn on small-claims and injunctive-relief carve-outs if you want them, and choose whether costs are split or shifted to the losing party.
- Review, sign and store. Check the language, hearing arrangements and notice addresses, then download the DOCX or PDF, sign, and keep it with the underlying contract.
Frequently asked questions
What is the difference between the seat and the hearing venue?
The seat is the legal home of the arbitration: it sets the procedural law and the supervising court that can appoint arbitrators, decide challenges and confirm or vacate the award. The hearing venue is just where people meet, and can be anywhere or online. Confusing the two is the most common drafting error in arbitration clauses.
Can an arbitration agreement stop someone from suing over harassment?
Not for a sexual-harassment or sexual-assault dispute. Federal law lets the person alleging that conduct elect to treat a predispute arbitration agreement as unenforceable for that case. This template states the carve-out expressly. Other claims turn on the scope of the agreement and on ordinary contract-law defences.
Do we need an arbitration institution, or can we do it ourselves?
You can arbitrate ad hoc, and the template supports it — but then the agreement itself must name an appointing authority and adopt a rulebook, usually the UNCITRAL rules. Institutional arbitration costs more in administrative fees and saves you from the deadlocks and gaps ad hoc drafting creates.
One arbitrator or three?
One is faster and cheaper and fits most commercial disputes. Three is worth the cost where the amount at stake is large, the subject matter is technical, or the parties want each side to participate in constituting the tribunal. The template writes the appointment mechanism for whichever you choose.
Is the arbitrator's award final?
Substantially, yes. Courts review awards on narrow grounds — such as corruption, evident partiality, serious procedural misconduct or the tribunal exceeding its powers — rather than for legal or factual error. That finality is a feature of arbitration and a reason to take the drafting seriously.
Who pays for the arbitration?
That is your choice, and the template makes you make it once rather than twice. Either the arbitrator and institutional fees are split evenly and each side bears its own legal costs, or the tribunal may allocate both to the losing party in the award. The source template does both at the same time, which is a contradiction.
Should we put a deadline on the arbitrator?
Be careful. Fixed deadlines like "the arbitration shall be completed within 120 days" sound efficient but give a losing party an argument that the tribunal lost its authority. This template asks the tribunal to set a reasonable timetable in consultation with the parties instead.
Can we sign this after a dispute has already started?
Yes. A submission agreement, made after a dispute arises, is a normal way to send an existing dispute to arbitration, and the template lets you describe the dispute instead of a future-facing scope. It also matters legally: the federal sexual-harassment carve-out is directed at predispute agreements.
Related templates
Disclaimer
This template and guide are for general information only and are not legal advice, and no attorney has reviewed them for your situation. Arbitration agreements in employment and consumer settings are closely scrutinised — take advice before using one there.
