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e enforced. Drafters of ADR provisions in the international context should be aware thatresolutions of controversies by institutional arbitration (such as the International Chamber ofCommerce or the London Court of Arbitration) are somewhat more readily honored bynational courts outside the United States for enforcement purposes than are decisions ofprivate party arbitrators operating outside the formal institutions. The Federal ArbitrationAct recognizes the enforceability of international arbitration.A commonly used international arbitration institution is the International Chamber ofCommerce (the “ICC”), headquartered in Paris. The ICC provides for a review of allarbitration awards issued under its authority through its Court of Arbitration, a built-inreview procedure. Drafters of ADR provisions who want to use the ICC Rules of Arbitrationmay want to first review the most recent version of the Rules. In general, the ICC Rules ofArbitration provide broad latitude to the arbitrators to determine whether to allow experttestimony and the amount of fact-finding to be conducted. Generally, an arbitration awardunder the ICC is rendered within six months after the close of hearings. A standard shortform ICC arbitration clause is as follows:All disputes arising in connection with this Agreement or any of theContemplated Transactions will be finally settled under the rules ofconciliation and arbitration of the International Chamber of Commerce byone or more arbitrators appointed in accordance with these rules.The rules often used within institutional arbitration are the rules of the UnitedNations Commission on International Trade Law (“UNCITRAL”). Among others, theAmerican Arbitration Association and the ICC also provide for the use of UNCITRAL rules.Although the UNCITRAL rules reflect an effort to develop a standard international practicefor arbitration, such rules may depart from United States practice in important respects. Forexample, all costs of arbitration under the UNCITRAL rules are paid by the unsuccessfulparty unless the arbitrators specifically determine that apportionment is necessary.As with all ADR provisions, the substantive and governing procedural law(including application of conflicts of law) must be considered. The ADR provision mayindicate whether custom or usage or subjective standards of what is just and equitable are tobe considered by the arbitration panel in interpreting a contract. A key variable in choosingthe forum for arbitration will be the location of the person against whom an award may beenforced and the enforceability of an arbitration award made in a local jurisdiction asopposed to a foreign jurisdiction. The currency for the award in an international disputecould be specified in the ADR provisions.For a detailed discussion of international arbitration, see LETTERMAN,LETTERMAN’S, LAW OF PRIVATE INTERNATIONAL BUSINESS § 11.11 (1990 & Supp. 1991).For additional guidance on alternative dispute resolution, see the CORPORATECOUNSELLORS’ DESK BOOK (Block & Epstein eds., 4th ed. 1992, Supp. 1998). For ageneral discussion of the types of ADR and the issues involved, see A DRAFTER’S GUIDE TOALTERNATIVE DISPUTE RESOLUTION (Cooper & Meyerson eds., 1991).13.5 ENFORCEMENT OF AGREEMENTSeller and Shareholders acknowledge and agree that Buyer would be irreparably damaged ifany of the provisions of this Agreement are not performed in accordance with their specific termsand that any Breach of this Agreement by Seller or Shareholders could not be adequately3148166v1- 195 -