1

ROADS AND TRANSPORT

AUTHORITY







RULES OF ARBITRATION AND CONCILIATION

1-st. EDITION



JANUARY , 2006

















2





RULES OF ARBITRATION AND CONCILIATION


List of Content


PAGE NO.

LIST OF CONTENT 2 - 3
DEFINITIONS 5
PART I: ARBITRATION RULES

SECTION 1: Reference to Arbitration and Appointment of Arbitral
Tribunal
Rule 1: Notice to Refer 6
Rule 2: Appointment of Arbitral Tribunal 7
Rule 3: Terms of Reference 8
Rule 4: Notice of Further Disputes or Differences 8


SECTION 2: Powers of the Arbitral Tribunal

Rule 5: Powers to Control the Proceedings 9
Rule 6: Power to Order Concurrent Hearings 9
Rule 7: Power at the Hearing 9
Rule 8: Power to Appoint Assessors or to
seek outside advice 10


SECTION 3: Procedure Before the Hearing

Rule 9: The Preliminary Meeting 10
Rule 10: Pleadings and Discovery 10 - 11
Rule 11: Procedural Meetings 11
Rule 12: Preparation for the Hearing 11 - 12
Rule 13: Conduct of the Arbitration 12










3

PAGE NO.


SECTION 4: Procedure at the Hearing

Rule 14: The Hearing 12
Rule 15: Evidence 13


SECTION 5: After the Hearing

Rule 16: The Award 13
Rule 17: Appeals 13


SECTION 6: The Place of Arbitration

Rule 18: Place of Arbitration 14

SECTION 7: Procedural Matters

Rule 19: Language 14

















4

PART II: CONCILIATION RULES
PAGE NO.
Rule 1: Application and Aim of Conciliation Rules 15
Rule 2: Commencement of Conciliation Proceedings 15
Rule 3: Appointment of Conciliator 16
Rule 4: Role of Conciliator 17
Rule 5: Conciliation Procedure 18
Rule 6: Terms of Settlement 18
Rule 7: Confidentiality 19
Rule 8: Reference to Arbitral or J udicial Proceedings 19
Rule 9: Termination of Conciliation Proceedings 19
Rule 10: Costs 19
Rule 11: Rights of Parties Failing Settlement 20
Rule 12: Role of Conciliator in other Proceedings 20
Rule 13: Language 20
Rule 14: Delivery of Documents etc. 20
Rule 15: Admissibility of Evidence in Other Proceedings 20


Appendix (A) Suggested Procedure For Adoption in the Conduct of Arbitration

Article 1 Commencement of Arbitration 22
Article 2 Communication Between the Parties and the
Arbitration Committee 23
Article 3 Conduct of the Proceedings 23
Article 4 Submission of Written Statements and Documents 23
Article 5 Hearings and Witnesses 24
Article 6 Experts Appointed by the Arbitral Tribunal 24
Article 7 Additional Powers of the Arbitral Tribunal 25
Article 8 J urisdiction of the Arbitral Tribunal 25
Article 9 Deposits and Arbitration Fees 25
Article 10 The Award 26
Article 11 Costs 26
Article 12 Language 26
Article 13 Exclusion of Liability 27
Article 14 Waiver 27







5

PART I - ARBITRATION RULES



DEFINITIONS



A. "Arbitral Tribunal" means a Tribunal consisting of three members, appointed in
accordance with Rule 2 hereof.

B. "Conditions of Contract" means the edition of the Roads And Transport
Authority Conditions of Contract or Articles of Agreement relevant to the
subject matter of the dispute.

C. "Other Party" includes the plural unless the context otherwise requires.

D. "Rules" means the Roads And Transport Authority Rules of Arbitration and
Conciliation.
















6

SECTION 1: REFERENCE TO ARBITRATION AND APPOINTMENT OF
ARBITRAL TRIBUNAL


Rule 1: Notice to Refer


1.1. A dispute between the parties shall be deemed to arise when a claim or
assertion made by one party is rejected by the other party and that rejection is
not accepted. Subject only to Clause 67 of the Conditions of Contract (if
applicable) either party may then invoke arbitration by serving a Notice to Refer
on the other party together with a copy thereof to................ Dubai Chamber of
Commerce and Industry.

1.2. The Notice to Refer shall list the matters which the issuing party wishes to be
referred to arbitration. Where Clause 67 of the Conditions of Contract applies
the Notice to Refer shall also state the date when the matters listed therein
were referred to the Engineer for his decision under Clause 67 and the date on
which the Engineer gave his decision thereon or that he has failed to do so
within the time allowed under Clause 67.

The Notice to Refer shall inter alia contain the following information:

a ) names in full, description, and addresses of the parties,
b) a statement of the Claimant's case,
c) the relevant agreements, and in particular the agreement to arbitrate,
and such documentation or information as will serve clearly to establish
the circumstances of the case.

1.3. Where Notice to Refer has been given, arbitration of such dispute shall not be
commenced until an attempt has first been made by the parties to settle such
dispute amicably. Provided that, unless the parties otherwise agree, arbitration
may be commenced on or after the fifty-sixth day after the day on which the
Notice to Refer had been served, whether or not any attempt at amicable
settlement thereof has been made.

1.4. Such Arbitration shall be conducted under and in conformity with the laws,
custom and practices of Dubai.













7
Rule 2: Appointment of Arbitral Tribunal

2.1. The Arbitral Tribunal shall consist of three members, one member being
appointed by each party within 42 days of one party receiving the Notice to
Refer from the other party. The third member shall be mutually chosen by the
first two members and shall chair the Tribunal and issue its decision which shall
be by a majority vote and shall be binding on both Parties.

2.2. If either party fails to appoint its arbitrator within the appointed time, or if a
decision as to the appointment of the third member cannot be reached within 42
days from the last date of the appointment of the member by the Parties or
within such time as may be otherwise agreed by the Parties and their appointed
members, the matter of appointment of such member(s) shall be referred by
either party to the Dubai Chamber of Commerce and Industry who shall
thereupon appoint competent person(s) to act as arbitrators.

2.3. All arbitrators whether appointed directly by the Parties or by the Dubai
Chamber of Commerce and Industry must be and remain at all times wholly
impartial and independent of the parties in question and shall not act as
advocate for any party.

2.4. On their nomination or confirmation the arbitrators are obliged to inform the
Parties and Dubai Chamber of Commerce and Industry of any facts which, in
their opinion, might be of such a nature as to bring their impartiality and
independence into question in the eyes of the parties.

2.5. If an arbitrator is challenged by one of the parties, Roads And Transport
Authority shall ask Dubai Chamber of Commerce and Industry to request the
challenging party to state his point of view as to the grounds for the challenge
within a suitable period of time. Depending on the nature of the grounds, Dubai
Chamber of Commerce and Industry may also question the other party and, if
need be, the other members of the Arbitral Tribunal.

The Dubai Chamber of Commerce and Industry is then requested by Roads
And Transport Authority to form a committee of three of its members to submit
a report. The Dubai Chamber of Commerce and Industry shall consider and
decide on the challenge in a plenary session after hearing the report from that
committee. The reasons for the decision taken by Dubai Chamber of
Commerce and Industry are confidential and are not communicated.

2.6. If either party is of the opinion that an arbitrator is not properly fulfilling his
functions then that party may request the Dubai Chamber of Commerce and
Industry to ask the arbitrator, the parties and, if need be, the other members of
the Arbitral Tribunal to state their point of view within a suitable period of time.

The Dubai Chamber of Commerce and Industry is then requested by the party
concerned to form a committee of three of its members to consider the matter
and submit a report. The Dubai Chamber of Commerce and Industry shall then
take a decision in a plenary session after hearing the report of its committee.
The reasons for the decision taken by Dubai Chamber of Commerce and
Industry are confidential and are not communicated.



8

Rule 3: Terms of Reference

3.1. Before proceeding with the preparation of the case, the Arbitral Tribunal shall
draw up, on the basis of the documents or in the presence of the parties and in
the light of their most recent submissions, a document defining their Terms of
Reference. This document shall include the following particulars:

a) the full names and description of the parties;
b) the addresses of the parties to which the notifications or communications
arising in the course of the arbitration may validly be made;
c) a summary of the parties' respective claims;
d) definition of the issues to be determined;
e) the full names of the members of the Arbitral Tribunal, their descriptions
and respective addresses;
f) the place of arbitration;
g) particulars of the applicable procedural rules; and
h) such other particulars as may be required to make the arbitral award
enforceable in law, or as the Arbitral Tribunal think fit.

3.2. The document mentioned in Rule 3.1 shall be signed by the parties and by the
members and Chairman of the Arbitral Tribunal. Should one of the parties
refuse to take part in the drawing up of the said document or to sign the same,
the Tribunal shall set a time limit for the signature of the statement by the
defaulting party and on expiry of that time limit the arbitration shall proceed and
the award shall be made.


Rule 4: Notice of further Disputes or Differences

4.1. At any time before the appointment of the Arbitral Tribunal is completed either
party may put forward further disputes or differences to be referred to it. This
shall be done by serving upon the other party an additional Notice to Refer in
accordance with Rule 1.

4.2. The parties may make new claims or counter-claims before the Arbitral Tribunal
on condition that these remain within the limits fixed by the Terms of Reference
provided for in Rule 3 or that they are specified in a rider to that document and
signed by the parties.

4.3. When a party presents a request for arbitration in connection with a legal
relationship already submitted to arbitration proceedings by the same parties
and pending before the Arbitral Tribunal, the Arbitral Tribunal may decide to
include that claim in the existing proceedings, subject to the provisions of Rule
4.2 above.







SECTION 2-. POWER OF THE ARBITRAL TRIBUNAL

9


Rule 5: Powers to control the proceedings

5.1. The Arbitral Tribunal may exercise any or all of the powers set out or
necessarily to be implied in these Rules on such terms as it thinks fit. These
terms may include orders as to costs of the Chairman of the Arbitral Tribunal,
time for compliance and the consequences of non-compliance.

5.2. Powers under these Rules shall be in addition to any other powers available to
the Arbitral Tribunal.


Rule 6: Power to order Concurrent Hearings

6.1. Where disputes or differences have arisen under two or more contracts each
concerned wholly or mainly with the same subject matter and the resulting
arbitrations have been referred to the same Arbitral Tribunal, the Tribunal may
with the agreement of all the parties concerned or upon the application of one of
the parties being a party to all the contracts involved order that the whole or any
part of the matters at issue shall be heard together upon such terms or
conditions as the Arbitral Tribunal thinks fit.

6.2. Where an order for concurrent Hearings has been made under Rule 6.1 the
Arbitral Tribunal shall nevertheless make and publish separate Awards unless
the parties otherwise agree but the Arbitral Tribunal may if it thinks fit prepare
one combined set of Reasons to cover all the Awards.

Rule 7: Powers at the Hearing

7.1. The Arbitral Tribunal may hear the parties, their representatives and/or
witnesses at any time and may adjourn the arbitration for any period on the
application of any party or as it thinks fit.

7.2. Any party may be represented by any person including in the case of a
company or other legal entity a director, officer, employee or beneficiary of such
company or entity. In particular, a person shall not be prevented from
representing a party because he is or may be also a witness in the proceedings.
Nothing shall prevent a party from being represented by different persons at
different times.

7.3. Nothing in these Rules or in any other rule custom or practice shall prevent the
Arbitral Tribunal from starting to hear the arbitration once its appointment is
completed or at any time thereafter.

7.4. Any meeting with or summons before the Arbitral Tribunal at which both parties
are represented shall if the Arbitral Tribunal so directs be treated as part of the
hearing of the arbitration.

Rule 8: Power to appoint Assessors or to seek Outside Advice


10
8.1. The Arbitral Tribunal may appoint a legal technical or other assessor to assist it
in the conduct of the arbitration after ascertaining from the Parties that there is
no reasoned objection to such appointment. The Arbitral Tribunal shall direct
when such assessor is to attend hearings of the arbitration.

8.2. The Arbitral Tribunal may seek legal technical or other advice on any matter
arising out of or in connection with the proceedings, provided that such advice
is revealed to the Parties who will then be given the opportunity to comment on
such advice.



SECTION 3: PROCEDURE BEFORE THE HEARING


Rule 9: The Preliminary Meeting

9.1. As soon as possible after accepting the appointment the Arbitral Tribunal may
summon the parties to a preliminary meeting for the purpose of giving such
directions about the procedure to be adopted in the arbitration as it considers
necessary.

9.2. At the preliminary meeting the parties and the Arbitral Tribunal shall consider
whether and to what extent

a) the arbitration may proceed on documents only
b) progress may be facilitated and costs saved by determining some of the
issues in advance of the main Hearing

and in general shall consider such other steps as may minimise delay and
expedite the determination of the real issues between the parties.


Rule 10: Pleadings and Discovery

10.1. The Arbitral Tribunal may order the parties to deliver pleadings or statements of
their cases in any form it thinks appropriate. The Arbitral Tribunal may order
any party to answer the other party's case and to give reasons for any
disagreement.

10.2. The Arbitral Tribunal may order any party to deliver in advance of formal
discovery copies of any documents in his possession custody or power which
relate either generally or specifically to matters raised in any pleading
statement or answer.

10.3. Any pleading statement or answer shall contain sufficient detail for the other party
to know the case he has to answer. If sufficient detail is not provided the
Arbitral Tribunal may of its own motion or at the request of the other party order
further and better particulars to be delivered.
10.4. If a party fails to comply with any order made under this Rule without giving a
satisfactory and reasoned submission, the Arbitral Tribunal shall have power to
debar that party from relying on the matters in respect of which it is in default
and the Arbitral Tribunal may proceed with the arbitration and make its Award

11
accordingly. Provided that the Arbitral Tribunal shall first give a minimum of
seven day notice to the party in default that it intends to proceed under this
Rule.

Rule 11 : Procedural Meetings

11.1. The Arbitral Tribunal may at any time call such procedural meetings as it deems
necessary to identify or clarify the issues to be decided and the procedures to
be adopted. For this purpose the Arbitral Tribunal may request particular
persons to attend on behalf of the parties.

11.2. Either party may at any time apply to the Arbitral Tribunal for leave to appear
before it on any interlocutory matter. The Arbitral Tribunal may call a procedural
meeting for this purpose or deal with the application in correspondence or
otherwise as it thinks fit.

11.3. At any procedural meeting or otherwise the Arbitral Tribunal may give such
directions as it thinks fit for the proper conduct of the arbitration. Whether or not
formal pleadings have been ordered under Rule 10 such directions may include
an order that either or both parties shall prepare in writing and shall serve upon
the other party and the Arbitral Tribunal any or all of the following:

a) a summary of that party's case,
b) a summary of that party's evidence,
c) a statement or summary of the issues between the parties,
d) a list and/or a summary of the documents relied upon,
e) a statement or summary of any other matters likely to assist the
resolution of the disputes or differences between the parties.


Rule 12: Preparation for the Hearing

12.1. In addition to its powers under Rules 10 and 11 the Arbitral Tribunal shall also
have power:

a) to order that the parties shall agree facts as facts and figures as figures
where possible;

b) to order the parties to prepare an agreed bundle of all documents relevant
to the arbitration. The agreed bundle shall thereby be deemed to have been
entered in evidence without further proof and without being read out at the
Hearing. Provided always that either party may at the Hearing challenge
the admissibility, relevance, genuineness or otherwise of any document in
the agreed bundle; and

c) to order that any experts whose reports have been exchanged before the
Hearing shall be examined by the Arbitral Tribunal in the presence of the parties
or their legal representatives. Where such an order is made either party may put
questions whether by way of cross-examination or re-examination to any party's
expert after all experts have been examined by the Arbitral Tribunal provided
that the party so doing shall first give notice of the nature of the questions he
wishes to put.

12


Rule 13 : Conduct of the Arbitration

13.1. The arbitration proceedings shall be governed by these Rules of Arbitration and
Conciliation of Roads And Transport Authority and where these rules are silent,
these proceedings shall be governed by any rules which the parties -may agree
or failing agreement, such rules as the Arbitral Tribunal, may from time to time,
settle, subject to Rule 1.4 above. Reference may be made with the agreement
of the parties to the suggested procedure for adoption in the conduct of the
arbitration appended to these Rules under Appendix 'A,.



SECTION 4 : PROCEDURE AT THE HEARING

Rule 14 : The Hearing

14.1. At or before the Hearing and after hearing representations on behalf of each
party the Arbitral Tribunal shall determine the order in which the parties shall
present their cases and/or the order in which the issues shall be heard and
determined, subject to Rule 1.4 above.

14.2. The Arbitral Tribunal may order any submission or speech by or on behalf of
any party to be put into writing and delivered to it and to the other party. A
party so ordered shall be entitled if he so wishes to enlarge upon or vary any
such submission rally.

14.3. The Arbitral Tribunal may on the application of either party or of its own
motion hear and determine any issue or issues separately.

14.4. If a party fails to appear at the Hearing and provided that the absent party has
had notice of the Hearing or the Arbitral Tribunal is satisfied that all
reasonable steps have been taken to notify them of the Hearing the Arbitral
Tribunal may proceed with the Hearing in his absence. The Arbitral Tribunal
shall nevertheless take all reasonable steps to ensure that the real issues
between the parties are determined justly and fairly.






Rule 15 : Evidence

13

15.1. The Arbitral Tribunal may order a party to submit in advance of the Hearing a
list of the witnesses it intends to call. That party shall not thereby be bound
to call any witness so listed and may add to the list so submitted at any time.

15.2. No oral expert evidence shall be admissible except by leave of the Arbitral
Tribunal. Leave may be given on such terms and conditions as the Arbitral
Tribunal thinks fit. Unless the Arbitral Tribunal otherwise orders such terms
shall be deemed to include a requirement that a report from each expert
containing the substance of the evidence to be given shall be served upon
the other party within a reasonable time before the Hearing.

15.3. The Arbitral Tribunal may order disclosure or exchange of proofs of evidence
relating to factual issues.

15.4. The Arbitral Tribunal may itself put questions to any witness and/or require
the parties to conduct enquiries tests or investigations. Subject to its
agreement the parties may ask the Arbitral Tribunal to conduct or arrange for
any enquiry test or investigation.

15.5. At the conclusion of the hearing, the Tribunal shall allow all the Parties to
submit their final submissions within a specified period of time.




SECTION 5 : AFTER THE HEARING


Rule 16: The Award

16.1. Upon the closing of the Hearing (if any) and after having considered all the
evidence and submissions the Arbitral Tribunal will expeditiously prepare
and publish its Award, stating its reasons for the whole Award.

16.2. When the Arbitral Tribunal has made and published its Award it shall so inform
the parties in writing and shall specify how and where it may be taken up
upon due payment of its fee.

Rule 17: Appeals

17.1. Once any Award or decision has been made and published Arbitral Tribunal
shall be under no obligation to make statement in connection therewith.





SECTION 6 : THE PLACE OF ARBITRATION


Rule 18: Place of Arbitration

14

18.1. The Place of arbitration shall be Dubai, United Arab Emirates.

18.2. If agreed by the Parties, procedural meetings of the arbitrators may be held
outside Dubai.


SECTION 7 : PROCEDURAL MATTERS

Rule 19: Language

19.1. The language of the arbitration proceedings shall be English but may be
Arabic if the parties agree. However, any Award shall be issued in both
English and in Arabic.

19.2. If the arbitration is in English, documents in a language other than English
shall be produced with an English translation. If the correctness of the
translation is challenged, the Chairman may order that an official translation
is made.

19.3. If the Arbitration is in Arabic, documents in a language other than Arabic
shall be produced with an Arabic translation. If the correctness of the
translation is challenged, the Chairman may order that an official translation
is made.



















PART II - CONCILIATION RULES



Rule 1: Application and Aim of Conciliation Rules

15

1.1. These Rules apply to conciliation of any dispute or difference arising out of,
or relating to, a contractual or other legal relationship, where the parties to
the contractual or other legal relationship are seeking an amicable settlement
of their dispute or difference and have agreed that the Roads And Transport
Authority Rules of Arbitration and Conciliation should apply.

1.2. The parties may agree to exclude or vary any of these Rules at any time by
agreement with the Conciliator, but not otherwise.

1.3. Where any of these Rules is in conflict with a provision of law from which the
parties cannot derogate, the provision of the law shall prevail.

1.4. These rules shall be interpreted and applied in the manner most conducive
to the efficient conduct of the proceedings with the primary objective of
obtaining the Conciliator's recommendation as quickly as possible and of
achieving a speedy settlement of the dispute or difference.

Rule 2 : Commencement of Conciliation Proceedings

2.1. The party initiating conciliation shall send to the other party a written
invitation to conciliate under these Rules. This invitation shall request that
their dispute or difference shall be referred to a conciliator for his
recommendation and shall be accompanied by a brief statement of the
matter or matters upon which it is desired to receive the conciliator's
recommendation and the relief and remedy sought.

2.2. Conciliation proceedings commence when the other party accepts the
invitation to conciliate. If the acceptance is made orally, it is advisable that it
be confirmed in writing.

2.3. If the party initiating conciliation does not receive a reply within 14 days from
the date on which he sends the invitation, or within such other period of time
as specified in the invitation he may elect to treat this as a rejection of the
invitation to conciliate. If he so elects, he informs the other party accordingly.









Rule 3 : Appointment of Conciliator

3.1. The parties shall agree a conciliator within 28 days of the written invitation
being given under Rule 2. In default of agreement by the parties on the
appointment of a conciliator either party may request the Dubai Chamber of
Commerce and Industry to appoint a conciliator within 14 days of receipt of
the request by him which request shall be accompanied by a copy of the
written invitation to conciliate.

16

3.2. The party requesting conciliation shall deliver to the Conciliator upon his
appointment a copy of the written invitation prescribed by Rule 2 together
with the names and addresses of the parties and/or their representatives.

3.3. The Conciliator shall start the conciliation as soon as possible after his
appointment and shall use his best endeavours to conclude the conciliation
as soon as possible, and in any event within 28 days of his appointment
unless the parties otherwise agree.


Rule 4: Role of Conciliator

4.1. The Conciliator shall assist the parties in an independent and impartial
manner in their attempt to reach an amicable settlement of their dispute or
difference.

4.2. The Conciliator will be guided by principles of objectivity fairness and justice,
giving consideration to, among other things, the rights and obligations of the
parties and the circumstances surrounding the dispute or difference,
including any previous business practices between the parties.

4.3. The Conciliator may conduct the conciliation proceedings in such a manner
as he considers appropriate, taking into account the circumstances of the
case and the wishes of the parties.

4.4. The Conciliator may, at any stage of the conciliation proceedings, make
proposals for a settlement of the dispute. Such proposals need not be in
writing and need not be accompanied by a statement of the reasons therefor.

4.5. The Conciliator may and shall if requested by all parties seek legal advice or
other advice.











Rule 5: Conciliation Procedure

5.1. The parties shall in good faith co-operate with the Conciliator and in
particular shall endeavour to comply with requests by the Conciliator
including the submission of written materials, providing evidence and
attending meetings.

5.2. The Conciliator may invite the parties to meet with him or may communicate
with them orally or in writing, as he sees fit.

17

5. 3. Either party may upon the appointment of the Conciliator under Rule 3 and
within such period as the Conciliator may allow send, to the Conciliator and
to the other party written submissions stating their version of the dispute,
difference or other matter together with their views as to the rights and
liabilities of the parties arising from it and the financial consequences.
Copies of all relevant documents relied on shall be attached to any written
submission which may be accompanied by written statement of evidence.

5.4. With the prior agreement or at the request of the Conciliator, a further period
not exceeding 14 days shall be allowed after the period allowed by the
Conciliator for written submissions under Rule 4.1 during which any party
may send a further written submission to the Conciliator and to each other
replying specifically to points made in the other party's original submission.

5.5. The Conciliator may, on his own initiative at any time after his appointment
and upon giving not less than 24 hours' notice to the parties, visit and inspect
the Site or the subject matter of the dispute. He may generally inform
himself in any way he thinks fit of the nature and facts of the dispute,
difference or other matter referred to him, including meeting the parties
separately.

5.6. The Conciliator may convene a meeting at which the parties shall be
present. He shall give the parties not less than 7 days notice of such a
meeting unless they agree a shorter period. At the meeting the Conciliator
may take evidence and hear submissions on behalf of any party but shall not
be bound by the rules of evidence or by any rules of procedure other than
these rules. If it is not possible to conclude the business of any meeting held
under this rule on the day or days appointed by him the Conciliator may
adjourn such meeting to a day to be fixed by him.

5.7. The parties may appear in person before the Conciliator or be represented
by duly accredited agents or representatives. They may also be assisted by
counsel or solicitors, by mutual agreement with each other and with the
Conciliator.

5.8. Any meetings convened pursuant to these Rules shall take place in Dubai, at
a location to be agreed by the parties or, failing agreement, the location shall
be determined by the Conciliator, after consultation with the parties and
having regard to the circumstances of the conciliation proceedings.




Rule 6: Terms of Settlement

6.1. The Conciliator nay at any time at his discretion if he considers it
appropriate, or if so requested by the parties, express his preliminary views
on the matter referred to him. Each party may, on his own initiative or at the
invitation of the Conciliator, submit to the Conciliator suggestions for the
settlement of the dispute.


18
6.2. Should the Conciliator deem it appropriate during the course of the
conciliation proceedings to formulate terms or proposals of a possible
settlement on any or all of the matters referred to him, he may do so at his
discretion. He shall be entitled to submit such terms or proposals to the
parties for their observations and shall be entitled to reformulate the original
terms or proposals in the light of any such observations received.

6.3. Should the parties reach agreement on a settlement of their dispute or
difference during the conciliation proceedings, they shall draw up and sign a
written settlement agreement. if requested by the parties, the Conciliator
shall draw up or assist the parties in drawing up any such settlement
agreement so reached.

6.4. Should the, parties fail to reach agreement during the course of the
conciliation proceedings, the Conciliator shall, upon the conclusion of the
conciliation proceedings or at any earlier date, prepare his recommendation
as to the manner in which the matter in dispute or difference between the
parties should be settled. .

If the Conciliator considers it appropriate so to do he may at the same time
or within 7 days of the giving of his recommendation also submit in a
separate document his written opinion on the matter or on any part of the
matter referred to him. The Conciliator's opinion, if given, shall contain such
reasons for and comments thereon as in all the circumstances he may deem
appropriate.

6.5. The parties shall, by signing any settlement agreement reached between
them, put an end to the dispute or difference and shall be bound by the
terms of any such agreement.

Rule 7: Confidentiality

7.1. The Conciliator and the parties shall keep confidential all matters relating to
the conciliation proceedings. Confidentiality extends also to the settlement
agreement, except where its disclosure is necessary for purposes of
implementation and enforcement.






Rule 8: Reference to Arbitral or Judicial Proceedings

8.1. The parties undertake not to initiate, during the conciliation proceedings, any
arbitral or judicial proceedings in respect of a dispute that is the subject of
the conciliation proceedings, except that a party may initiate arbitral and
judicial proceedings where, in his opinion, such proceedings are necessary
for preserving his rights.

Rule 9: Termination of Conciliation Proceedings

19

9.1. The conciliation proceedings shall be terminated upon any of the following
events:

(i) by the signing of the settlement agreement by the parties, on the date
of the agreement, or

(ii) by a written declaration of the Conciliator, after consultation with the
parties, to the effect that further efforts at conciliation are no longer
justified, on the date of such declaration; or

(iii) by a written declaration of the parties addressed to the Conciliator to
the effect that the conciliation proceedings are terminated, on the
date of such declaration; or

(iv) by a written declaration of a party to the other party and to the
Conciliator to the effect that the conciliation proceedings are
terminated, on the date of such declaration.

(v) upon the issue of his recommendation to the parties by the
Conciliator following conclusion of the conciliation proceedings.

Rule 10: Costs

10.1. Upon the conclusion of the conciliation proceedings the Conciliator shall fix
the amount of his fees and disbursements and shall give written notice
thereof to the parties. Unless otherwise agreed between themselves each
party shall be responsible for paying and shall within 7 days of receipt of
notice from the conciliator pay an equal share of the account.

10.2. Upon his appointment, the Conciliator, may request each party to deposit an
equal amount as an advance for the costs referred to in Rule 10.1 which he
expects will be incurred.

During the course of the conciliation proceedings the Conciliator may request
supplementary deposits in an equal amount from each party.

Upon termination of the conciliation proceedings, the Conciliator shall render
an account to the parties of the deposits received and return any
unexpended balance to the parties or of the balance due.

Rule 11 : Rights of Parties failing Settlement

11.1. Should a settlement not result, the parties shall be at liberty to refer their
dispute to arbitration.

11.2. Nothing that has transpired in connection with the proceedings before the
Conciliator shall in any way affect the legal rights of any of the parties to the
dispute whether in an arbitration or in a Court of law.


Rule 12: Role of Conciliator in Other Proceedings

20

12.1. The Conciliator shall not be appointed arbitrator nor act as representative or
advocate of a party in any subsequent arbitral or judicial proceedings
between the parties whether arising out of the dispute, difference or other
matter or otherwise arising out of the subject of the conciliation proceedings,
unless the parties otherwise agree in writing and provided it is not contrary to
the laws in force in the United Arab Emirates and in Dubai.


Rule 13: Language

13.1. The language of the conciliation proceedings shall be English but may be
Arabic if the parties agreed. However, the terms of any settlement,
agreement or recommendation of the Conciliator shall be drafted in both
English and in Arabic.


Rule 14: Delivery of Documents , etc.

14.1. Any document required by these rules shall be sent to the parties by
recorded delivery to the principal place of business or if a company to its
registered office. Any document required by these rules to be sent to the
Conciliator shall be sent by recorded delivery to him at the address which he
shall notify to the parties on his appointment.


Rule 15: Admissibility Of Evidence in Other Proceedings

15.1. The parties shall not rely on or introduce as evidence in arbitral or judicial
proceedings, whether or not such proceedings relate to the dispute that is
the subject of the conciliation proceedings:

(a) Views expressed or suggestions made by the other party in respect of
a possible settlement of the dispute;
(b) Admissions made by the other party in the course of the conciliation
proceedings;
(c) Proposals made by the conciliator
(d) The fact that the other party had indicated his willingness to accept a
proposal for settlement made by the conciliator.








APPENDIX A






21


SUGGESTED PROCEDURE FOR



ADOPTION IN THE



CONDUCT OF THE ARBITRATION






























APPENDIX A


SUGGESTED PROCEDURE FOR ADOPTION IN THE
CONDUCT OF THE ARBITRATION


Whereas a dispute has arisen between
................................................................................. of the one part,
(hereinafter called the Claimant)

22

and
................................................. of the other part,
(hereinafter called the Respondent)

are jointly referred to hereinafter as the "Parties".
In connection with............................................................................................... in
Contract No. .....................................................
signed by the two parties on .........................................

The two parties agree to refer the subject dispute to arbitration in accordance with the
Rules hereinafter setforth.


Article 1 Commencement of Arbitration

1.1 ......................................................................... is duly nominated Arbitrator by
the Claimant.

1.2 ..................................................................... is duly nominated Arbitrator by
the Respondent

1.3 ...................................................... is duly appointed Chairman by the
nominated Arbitrators.

1.4. The persons named in this Article shall form the Arbitral Tribunal'.

1.5. The procedures adopted in forming the Arbitral Tribunal are deemed to be in
accordance with the requirements of Clause 67 of the Conditions of
Contract.




Article 2 Communication Between the Parties and the Arbitration Committee

2.1. Where the Arbitral Tribunal sends any communication to one party, it shall
send a copy to the other party.

2.2. Where a party sends any communication to the Arbitral Tribunal, it shall send
a copy to the other party.

2.3. The Addresses of the parties and the members of the Arbitral Tribunal, for
the purpose of all communications during the proceedings, are set out in
Schedule No. 1 attached.


23
2.4. Any party may be represented by persons of their choice, subject to such
proof of authority as the Arbitral Tribunal may require. The identities of such
representatives must be notified to the other party.


Article 3 Conduct of the Proceedings

3.1. In the absence of procedural rules agreed by the parties or contained herein,
the Arbitral Tribunal shall have the widest discretion allowed by law to ensure
the just, expeditious, economical, and final determination of the dispute.

3.2. The Arbitrators shall be and remain at all times wholly independent and
impartial, and shall not act as advocate for any party.

3.3. If any Arbitrator dies, is unable to act, or refuses to act, another Arbitrator
shall be appointed by the relevant party, or in the case of the Chairman by
the two appointed Arbitrators.


Article 4 Submission of Written Statements and Documents

4.1. The Claimant shall, within the period set by the Arbitral Tribunal send to the
Arbitral Tribunal his Statement of Case (claim) setting out in sufficient detail
the facts and any contentions of law on which it relies and the relief claimed.

4.2. Within 90 days of receipt of the Statement of Case, by the Respondent, the
Respondent shall send to the Arbitral Tribunal a Statement of Defence
stating in sufficient detail which of the facts and contentions of law in the
Statement of Case it admits or denies, on what grounds, and on what other
facts or contentions of law it relies. Any counterclaims, shall be submitted
with the Statement of Defence in the same manner as claims are set out in
the Statement of Case.

4.3. Within 60 days of receipt of the Statement of Defence by the Claimant, the
Claimant shall send to the Arbitral Tribunal a Statement of Reply which,
where there are counterclaims, shall include a Defence to the counterclaims.

4.4. If the Statement of Reply contains a Defence to the counterclaims, the
Respondent shall within a further period of 60 days send to the Arbitral
Tribunal a Statement of Reply to the counterclaims.

4.5. Whether the Statement of Reply contains a Defence to the counterclaim or
not, within 20 days of receipt of the statement of Reply, the Respondent shall
by written notice inform the Arbitral Tribunal if he wishes to submit a second
Statement of Defence within a further period of 30 days of his notice. The
Claimant shall, within 30 days of receipt of the Statement of Reply to the
Counterclaim send to the Arbitral Tribunal his Second Statement of Defence
to Counterclaim.

4.6. All Statements referred to in this Article shall be sent in 4 copies, one to each
of the members of the Arbitral Tribunal and one to the other Party. The
Statements shall be accompanied by copies of all documents on which the

24
party relies and which have not previously been submitted by any party, and
(where appropriate) by any relevant exhibits.

4.7. As soon as practicable following completion of the submission of the
Statements specified in this Article, the Arbitral Tribunal shall proceed in
such manner as has been agreed or pursuant to the authority under these
Rules.


Article 5 Hearings and Witnesses

5.1. Each party has the right to be heard before the Arbitral Tribunal.

5.2. The Arbitral Tribunal shall fix the date, time and place of any meetings and
hearings in the arbitration, and shall give the parties reasonable notice
thereof.

5.3. All meetings and hearings shall be in private unless the parties agree
otherwise.

5.4. The Arbitral Tribunal may in advance of hearings provide the parties with a
list of matters or questions to which it wishes them to give special
consideration.

5.5. Each party shall give notice of the identity of witnesses it intends to call
before a hearing.

5.6. The Arbitral Tribunal has discretion to allow the appearance of witnesses,
whether witnesses of fact or expert witnesses.

5.7. Any witness who gives oral evidence may be questioned by each party,
under the control of the Arbitral Tribunal. The Arbitral Tribunal may put
questions at any stage of the examination of the witnesses.



Article 6 Experts Appointed by the Arbitral Tribunal

6.1. The Arbitral Tribunal may appoint one or more experts to report on specific
issues and, may require additional tests to be carried out.

6.2. If a party so requests, or if the Arbitral Tribunal considers it necessary, the
expert shall, after delivery of his written or oral report, participate in a hearing
, at which the parties shall have the opportunity to question him and to
present expert witnesses in order to testify on the points at issue.


Article 7 Additional Powers of the Arbitral Tribunal

The Arbitral Tribunal shall have power to:

(a) allow any party, upon such terms as it shall determine, to amend
claims or counterclaims;

25

(b) extend or abbreviate at any time the time limits set by these Arbitration
Rules;

(c) conduct such enquiries as may appear necessary or expedient;

(d) order the parties to make any property, item or person available for
inspection, by the Arbitral Tribunal; and

(e) order any party to produce to the Arbitral Tribunal, and to the other
party for inspection, any documents in their possession, custody or
power which the Arbitral Tribunal determines to be relevant.


Article 8 Jurisdiction of the Arbitral Tribunal

In addition to the jurisdiction to exercise the powers defined in these Arbitration Rules,
the Arbitral Tribunal shall have jurisdiction to:

(a) determine any question of law arising in the arbitration;

(b) receive and take into account such written or oral evidence as it shall
determine to be relevant; and

(c) proceed in the arbitration and make an award notwithstanding the failure or
refusal of either party to comply with these Rules or with the Arbitral
Tribunals written orders or written directions or to exercise its right to
present its case, but only after giving that party written notice that it intends
to do so.





Article 9 Deposits and Arbitration Fees

9.1. The parties may be required to deposit equal sums of money, determined by
the Arbitral Tribunal, in a bank account held in the joint names of the two
Nominated Arbitrators, to cover the Chairmans fees and any other expense.

9.2. Each party shall pay the fees of his nominated arbitrator under a separate
arrangement.

Article 10 The Award

10.1. The Arbitral Tribunal shall make its Award in writing and, shall state the
reasons upon which the Award is based. The Award shall state its date and
shall, notwithstanding the provisions of Article 10.2, be signed by the Arbitral
Tribunal.

10.2. Where the Arbitral Tribunal fails, to agree on any issue, it shall be decided by
a majority. If an arbitrator fails or refuses to sign the Award, the signatures

26
of the majority shall be sufficient, provided that the reasons for the omitted
signature is stated.

10.3. The Arbitral Tribunal may make interim awards or separate awards on
different issues at different times.

10.4. If, before the award is made, the parties agree on a settlement of the
dispute, the Arbitral Tribunal shall either issue an order for termination of
arbitration or, if requested by both parties and accepted by the Arbitral
Tribunal, record the settlement in the form of a consent award. The Arbitral
Tribunal shall then be discharged and the arbitration concluded.

10.5. Within 14 days of receiving an award, either party may by notice to the
Arbitral Tribunal request the Arbitral Tribunal to correct in the award any
errors in computation, any clerical or typographical errors or any errors or
similar nature. If the Arbitral Tribunal considers the request justified, it shall
make the corrections within 14 days of receiving the request. Any correction
shall be notified to the parties and shall become part of the award.

10.6. The Arbitral Tribunal may correct any errors of the type referred to in Article
10.5 within 14 days of the date of the award.


Article 11 Costs

The Arbitral Tribunal shall specify in the award the total amount of the Chairmans fees
and other expenses, and shall have the power to order that all or part of this amount to
be paid by any one of the parties.


Article 12 Language

The language of the arbitration proceedings shall be in English but any Award shall be
issued in both English and in Arabic.




Article 13 Exclusion of Liability

13.1. The Arbitral Tribunal shall not be liable to any party for any act or omission in
connection with any arbitration conducted under these Rules, save for the
consequences of conscious and deliberate wrongdoing.

13.2. After the award has been made, the Arbitral Tribunal shall not be under any
obligation to make any statement to any person about any matter concerning
the arbitration, and neither party shall seek to make the Arbitral Tribunal a
witness in any legal proceedings arising out of the arbitration.


27

Article 14 Waiver

A party which is aware of non-compliance with these Rules and yet proceeds with the
arbitration without promptly stating its objection to such non-compliance, shall be
deemed to have waived its right to object.


Signed ______________________________________ (Claimant)

Name ______________________________________

Designation ______________________________________



Signed ______________________________________ (Respondent)

Name ______________________________________

Designation ______________________________________



Witnessed by:
Name _____________________________________

Signature _____________________________________

Name _____________________________________

Signature _____________________________________