ON FOUNDATION (ESTABLISHMENT) AND ACTIVITY
OF TRANSCONTINENTAL ARBITRATION CORPORATION
Wilmington (USA) – London (United Kingdom)
The undersigned professional commercial and public organizations from around the world, which carry out activities in organization and support of international trading cooperation, and also settlement of disputes in this sphere (hereinafter referred to as “Parties” or “Project Participants”), have concluded the present Agreement on the following:
I. ORGANIZATIONAL PROVISIONS
1.1. The Parties establish and support the activity of "Transcontinental Arbitration Corporation" (hereinafter – "Corporation"), as the joint international Project (hereinafter – "Project"), urged to promote large-scale distribution of effective arbitration mechanisms of settlement of commercial disputes on the global level and to facilitate access to arbitration and mediation procedures for commercial agents.
1.2. The present Agreement acts as the open contract of adhesion, which allows interested organizations from around the world to join the Project implementation activities freely at any moment.
1.3. International Union of Commerce and Industry (IUCI; London, UK; hereinafter – "Administrator") acts as the official administrator and holder of the original basic official copy of the present Agreement.
1.4. Adhesion of the interested organizations to the present Agreement is carried out by such organizations through submission of the corresponding applications in a documentary form to the IUCI (1 Kings Avenue, London, N21 1PQ). The interested party shall send the short characteristics (summary) of the applying organization to the Administrator as the enclosure to the application. The electronic copy of the application must be at the same time sent to the Secretariat of the email address of the American International Commercial Arbitration Court (AICAC; Wilmington, USA): email@example.com. The application registration procedure and official inclusion of the applicant into the list of the Parties of the present Agreement take not more than 3 days starting from the moment when the application in the documentary form is received by the Administrator. On the basis of the following the Administrator may refuse to accept the application form: a) If the applying organization does not anyhow professionally belong to the spheres of international trade, commercial disputes settlement, as well as legal, economic or administrative consulting; b) If the applying organization submits unreliable information about itself; c) If the applying organization has negative business reputation.
1.5. Up to date list of the Parties of the present Agreement is published on the AICAC website: http://court-inter.us/
II. LEGAL REGIME OF THE AGREEMENT IMPLEMENTATION
2.1. The present Agreement has the legal status of the Agreement on cooperation without the establishment of the legal entity (joint adventure).
2.2. Issues related to the implementation of the present Agreement are resolved by its Parties by organizing a voting process and making a decision by simple majority of votes at quorum of 2/3 from the total number of Corporation members. Voting may be initiated by the Administrator or not less than 10 Project Participants. Information about the voting sessions and their results is timely published on the website: http://court-inter.us/. Voting session organization requests, as well as the voting bulletins filled in are sent in the electronic form to the email address: firstname.lastname@example.org.
2.3. American International Commercial Arbitration Court (AICAC; Wilmington, USA) acts as the official representative of the Project in the relations with the third parties. The Court is authorized by the Parties to execute any legally significant actions directed to effective implementation of the present Agreement. Representative competence of the AICAC is based on provisions of the present Agreement and joint decisions of the Parties. The AICAC is urged to fulfill its functions with the greatest possible integrity and professionalism.
2.4. On the basis of collective decisions of all Parties to the Agreement individual Project Participants can be granted one-time authority to represent the Project in relations with the third parties.
2.5. Legally significant agreements with the third parties on behalf of the Corporation may be concluded only by the Project Administrator within the scope of own competence, the AICAC or the Project Participants specially authorized to perform such actions. In case when the specified agreements are signed in full correspondence with provisions of the present Agreement, they shall bind all members of the Corporation. The agreements concluded by the authorized officer going beyond commission bind only such person and Corporation members interested in the corresponding obligations.
III. ACTIVITIES OF THE CORPORATION
3.1. Activity of the Corporation assumes continuous remote and in place interaction of Project Participants directed on achievement of the objectives and implementation of the provisions of the present Agreement and also on receiving the relevant accompanying social and commercial effect.
3.2. Due to participation in the Project every Party to the Agreement acquires the following:
1) status of the official regional partner and representative of the AICAC;
2) the right to delegate up to three qualified specialists to the AICAC international arbitrators list;
3) the right to receive 20% of administrative income of the AICAC gained due to the assistance of the relevant Party;
4) the annual right to get a 15% discount for the cost of arbitration procedures related to consideration of 2 disputes accompanied by the corresponding Party;
5) the right to indicate own status of the Transcontinental Arbitration Corporation member in the relations with the third parties;
6) the right to organize and develop a network of partners of the AICAC and the Corporation at the member’s location;
7) the right to organize and carry out arbitration hearings and mediation procedures under jurisdiction of the American International Commercial Arbitration Court at the member’s location in full accordance with regulations and in coordination with the AICAC management;
8) the right to organize "ad hoc" arbitration and mediation procedures with methodical and organizational support of the AICAC and other Project Participants;
9) other rights arising from the fact of participation of the Party in the Project.
3.3. In case if various arbitration institutions (other than AICAC) join the Project, such organizations will have to provide the Parties to the Agreement with the right related to participation in mediation and arbitration procedures under the auspices of such institutions, similar to those stated in item 3.2 of the present Agreement.
3.4. Within the Project Parties to the present Agreement have the right to represent interests of each other in various countries and geographical regions, and also to assist each other in actions of common interest.
3.5. The Party to the present Agreement has the right to participate in activities of the Corporation to the extent that corresponds to interests and capabilities the Project Participant. Here excessively passive Parties can be excluded from the list of Corporation members by the decision of the Project Participants.
3.6. The Parties to the present Agreement incur mutual obligations in relation to the most fair and professional realization of its provisions, and also non-admission of any own actions which could cause damage to business reputation of the Corporation and Project Participants, as well as material or non-material damage in any form. The Parties violating this rule can be excluded from the list of Corporation members by the decision of the Project Participants.
3.7. The Parties to the present Agreement have the right to offer Project Participants to consider own initiatives, the implementation of which is not directly provided by the Agreement, but doesn't contradict its general sense and ideology.
IV. ALMANAC “INTERNATIONAL TRADE AND ARBITRATION”
4.1. The Corporation is establishing the Almanac entitled "International Trade and Arbitration" (hereinafter – "Almanac"). In the Almanac Project Participants have the right to publish their original analytical materials related to legal, economic and administrative problems of the international trade turnover and commercial disputes settlement.
4.2. The official publisher of the Almanac is the International Academy of Science and Higher Education (IASHE, London, UK).
4.4. 3 or 4 of issues of the Almanac are supposed to be published annually.
4.5. Every next issue of the Almanac shall be drafted and published as soon as there is enough high-quality and exclusive analytical material.
4.6. The Almanac shall be published under the British jurisdiction in printed and electronic versions.
4.7. Distribution of the Almanac is carried out by publication of its electronic versions on the official websites of Corporation members, and also through mailing printed editions to the authoritative specialized organizations operating at the international and national levels.
V. INTERNATIONAL COMMERCIAL E-ARBITRATION
5.1. The Corporation intends to carry out necessary work on creation and development of "International commercial e-arbitration". Provided that the commercial arbitration activity criteria established by the international law are observed, such e-arbitration could significantly facilitate realization of arbitration procedures and provide stakeholders with easier access to them.
5.2. The format of the International commercial e-arbitration activity assumes functioning of the mechanism of objective, fair, comprehensive and confidential consideration of commercial disputes in the remote mode.
5.3. It is supposed that the International commercial e-arbitration will be able to provide stakeholders with alternative arbitration jurisdiction of arbitration institutes being members of the Corporation.
VI. MISCELLANEOUS PROVISIONS
6.1. The present Agreement, as well as the Corporation established on its basis shall act on a termless basis – while there are not less than two organizations in the list the Project Participants.
6.2. The Parties to the present Agreement have the right to leave the team of Corporation members by submitting the corresponding statement to the Administrator at any time.
6.3. The interested organization can join the Corporation as an associated member (observer) without acquisition of the obligation to strictly observe terms and conditions of the present Agreement, as well as the right to participate in joint voting sessions of the Project Participants. If the corresponding organization is willing to join the Corporation in the specified status, the application sent to the Administrator must include the relevant reservation.
6.4. The Parties have the right to make necessary amendments to the present Agreement. These changes are to be introduced by the joint decision, made by the qualified majority of votes (2/3 from the total number of Project Participants).
6.5. The decisions made by Project Participants are officialized in the documentary form with presentational seal of the Corporation. They are also sealed and signed by the head of IUCI - the Project Administrator. The Administrator is responsible for storing any kinds of Corporation documents, as well as the statistical data related to its activity.
6.6. The Corporation has own presentation symbols and the seal. The Administrator has the right to dispose of them within own competence.
VII. FINAL PROVISIONS
7.1. The present Agreement comes into force on the day the second participant joins it – 22.12.2015.
7.2. Official places of signing of the Agreement are settlements where its first two participants are located.
7.3. The date of formal admission of the application by the Project Administrator is the day when a new Project Participants joins the Agreement.
7.4. The present Agreement is drafted in one copy corresponding to the version officially published on the website http://court-inter.us/. It is stored by the Administrator.
7.5. Every Project Participant has the right to refer to that version of the present Agreement which was officially published at the moment when the entity joined the Corporation, taking into account the subsequent amendments to the Agreement made by Corporation members cooperatively.
7.6. The relations of between Project Participants, which are not settled directly by the present Agreement, shall be regulated proceeding from the general mission and goals of establishment and activity of the Corporation. In case if it is impossible to successfully regulate the specified relations using this mechanism, they shall be regulated in accordance with the standard business practice.
7.7. Interpretation of separate provisions of the present Agreement is carried out according to their literal contents. If separate provisions of the Agreement cannot be unambiguously disclosed, such interpretation shall be carried out on the basis of a joint decision of Corporation members.
7.8. All controversial issues shall be settled by Parties to the present Agreement through coordination and making mutually acceptable decisions.
On behalf of the International Commercial Arbitration Court (AICAC; Wilmington, USA)
President Borys Zhytnigor
On behalf of the International Union of Commerce and Industry (IUCI; London, UK)
Vice-President Stevens Godvint