UK Arbitration

For agreements that link to https://ankura.com/uk-arbitration-1.

If your Engagement Letter with Ankura Consulting (Europe) Limited (“Ankura”) includes an arbitration provision that links to https://ankura.com/uk-arbitration-1, these arbitration provisions are part of the terms that govern your relationship with Ankura under such agreement, and you and Ankura agree to the terms below. Capitalized terms not defined here shall have the meanings set forth in the Engagement Letter.

(a) Arbitration. Nothing in the Engagement Letter shall limit the right of either party to at any time to seek injunctive relief or of Ankura to pursue recovery of any outstanding fees. Subject to the foregoing, the parties shall endeavour to resolve amicably by negotiation all disputes arising out of or in connection with this agreement, including any question regarding its existence, validity or termination. Any such dispute which remains unresolved 30 days after either party requests in writing negotiation under this clause or within such other period as the parties may agree in writing, shall be finally settled under the UNCITRAL rules (“Rules”) by one arbitrator appointed in accordance with the said Rules. The place of arbitration shall be London, England. The language of arbitration shall be English. The governing law of the arbitration shall be the law of England and Wales.

(b) Subject to clause (a) above, and except for matters that are specifically excluded from arbitration hereunder, all disputes arising out of or in connection with this agreement, including any question regarding its existence, validity or termination, shall be finally resolved by arbitration under the Rules.

(c) The arbitration shall be commenced by a request for arbitration by the claimant, delivered to the respondent. The request for arbitration shall set out the nature of the claim(s) and the relief requested. There shall be one arbitrator, selected jointly by the parties. If the arbitrator is not selected within 30 days of the receipt of the request for arbitration, the President of the Chartered Institute of Arbitrators (“Appointing Authority”) shall make the selection. The arbitrator shall be independent and impartial. The parties agree that the arbitrator may be the same nationality as one of the parties. Should a replacement arbitrator be required for any reason, the parties shall select the arbitrator jointly, and in the absence of agreement, selected by the Appointing Authority. The procedure to be followed during the arbitration shall be agreed by the parties or, failing such agreement, determined by the arbitral tribunal after consultation with the parties.

(d) The arbitral tribunal shall have the power to rule on its own jurisdiction, including any objections with respect to the existence, validity or effectiveness of the arbitration agreement. The arbitral tribunal may make such ruling in a preliminary decision on jurisdiction or in an award on the merits, as it considers appropriate in the circumstances. Default by any party shall not prevent the arbitral tribunal from proceeding to render an award. Any award of the arbitral tribunal shall be final and binding on the parties. The parties undertake to carry out any award without delay and shall be deemed to have waived their right to any form of recourse insofar as such waiver can validly be made. Enforcement of any award may be sought in any court of competent jurisdiction.

(e) Except as otherwise specifically limited in this agreement, the arbitral tribunal shall have the power to grant any remedy or relief that it deems appropriate, whether provisional or final, including but not limited to conservatory relief and injunctive relief, and any such measures ordered by the arbitral tribunal shall, to the extent permitted by applicable law, be deemed to be a final award on the subject matter of the measures and shall be enforceable as such.

(f) Each party retains the right to apply to any court of competent jurisdiction for provisional and/or conservatory relief, including pre- arbitral attachments or injunctions, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate.

(g) All contentions that a document or communication is privileged and, as such, exempt from production in the arbitration, shall be resolved by the arbitral tribunal in accordance with Article 9 of the IBA Rules on the Taking of Evidence in International Arbitration. The existence and content of the arbitral proceedings and any rulings or award shall be kept confidential by the parties and members of the arbitral tribunal except (i) to the extent that disclosure may be required of a party to fulfil a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority, (ii) with the consent of all parties, (iii) where needed for the preparation or presentation of a claim or defence in this arbitration, (iv) where such information is already in the public domain other than as a result of a breach of this clause, or (v) by order of the arbitral tribunal upon application of a party.

(h) All costs and expenses of the arbitral tribunal shall be borne by the parties equally, and each party shall bear all costs and expenses (including of its own legal advisors, experts and witnesses) involved in preparing and presenting its case; notwithstanding the preceding, the arbitral tribunal may include in its award an allocation to any party of such costs and expenses, including lawyers’ fees, as the arbitral tribunal shall deem reasonable. The award shall be rendered within twelve (12) months of the appointment of the sole arbitrator, unless the arbitral tribunal determines, in a reasoned decision, that the interest of justice or the complexity of the case requires that such limit be extended.

(i) Notwithstanding the foregoing, Ankura shall have the right, but not the obligation, to commence a collection proceeding for unpaid Fees or Expenses in the English courts.

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Revised: December 2020.

Ankura Consulting (Europe) Limited is incorporated and registered in England and Wales under company number 05402379, with its registered office at 100 New Bridge Street, London EC4V 6JA United Kingdom. It operates from offices at 55 Bishopsgate, 2nd Floor, London, EC2N 3AS United Kingdom (tel. +44.20.7469.1111).