---

name: draft-mediation-agreement
description: Use when drafting either a mediation agreement (submitting a dispute to mediation) or a settlement agreement (documenting terms reached after mediation or negotiation). Covers MENA and international institutional frameworks (DIAC, DIFC, ADGM, JAMS, CEDR, ICC ADR), confidentiality, without-prejudice protection, cost allocation, and the Singapore Convention on cross-border settlement enforcement. Triggers on "mediation agreement", "settlement agreement", "adr", "mediate", or "settle dispute" requests.
license: MIT
metadata:
id: draft.mediation-agreement
category: draft
practice_area: litigation
jurisdictions: [UAE, DIFC, ADGM, KSA, LB, EG, GCC, UK, EU, US]
priority: P1
intent: [draft, adr, mediation, settlement agreement, dispute resolution]
related: [draft-notice-of-arbitration, draft-litigation-complaint, review-dispute-resolution-clause, draft-boilerplate-clauses]
source: Louis — HAQQ Legal AI (github.com/sboghossian/mini-claude-for-legal)
version: "1.0"

Mediation Agreement / Settlement Agreement

When to use this

This skill covers two related but distinct documents:

1. Mediation Agreement — signed before mediation begins; submits the dispute to a mediator; establishes the procedural framework (institution, rules, confidentiality, costs, timeline)

2. Settlement Agreement — signed after mediation (or direct negotiation) succeeds; documents the agreed settlement terms; is a binding contract replacing or supplementing the original dispute

Both documents are commonly used together: the mediation agreement governs the process; the settlement agreement records the outcome.

Part I — Mediation Agreement

When to draft this

Draft a mediation agreement when:

• Two parties wish to attempt mediated resolution before or instead of litigation/arbitration
• A contract requires mediation as a pre-condition to arbitration or litigation
• A court has ordered or recommended mediation

Required inputs

Input	Why it matters
Parties	Full identification of all disputing parties
Dispute description	Brief neutral description of the dispute subject
Mediator identity or institution	Named mediator or institutional rules to govern selection
Confidentiality scope	What is covered; whether even the existence of the mediation is confidential
Timeline	Maximum duration of the mediation process
Cost allocation	How mediator fees and party costs are shared
Governing law	Applicable to the mediation agreement itself

Structure of the mediation agreement

1. Recitals — Identify the parties and the dispute (brief description without prejudicing positions); state the mutual desire to attempt mediation before other proceedings

2. Mediator selection and appointment

   • Named individual mediator: name, credentials, contact
   • Institutional process: which institution's rules govern appointment (DIAC, DIFC Centre for Amicable Dispute Resolution, ADGM IDRC, JAMS, CEDR, ICC ADR, Singapore Mediation Centre)
   • Backup: if named mediator is unavailable or unacceptable, fallback appointment mechanism

3. Rules governing the mediation

   • Institutional rules (by reference) or agreed bespoke rules
   • Language of mediation
   • Seat / location of mediation sessions (or virtual)
   • Each party's right to be represented by counsel

4. Confidentiality

   • Absolute confidentiality: everything said, disclosed, produced, or communicated in the mediation is confidential; no party may introduce mediation communications as evidence in any subsequent proceeding
   • Scope: covers the mediator, parties, counsel, any experts or observers
   • Exceptions: a) court order requiring disclosure; b) with all parties' written consent
   • Consider: whether even the existence of the mediation and its outcome (if settlement not reached) are confidential

5. Without-prejudice nature

   • All statements, proposals, and offers made during mediation are without prejudice to the parties' legal rights and positions
   • Not admissible in any court or arbitral proceeding

6. Timeline

   • Mediation to commence within X days of signing
   • Sessions: typically 1-3 days; right to extend by agreement
   • If no settlement within X weeks, mediation concluded (parties free to proceed to arbitration/litigation)

7. Costs

   • Mediator's fees: split equally (most common) or otherwise
   • Institutional administration fees: split equally
   • Each party bears its own legal costs
   • Deposit and payment mechanics

8. No binding settlement unless in writing

   • Mediation produces no binding obligation unless and until the parties sign a written settlement agreement
   • Mediator's proposals are non-binding suggestions, not arbitral awards

9. Carve-out for protective measures

   • Either party may seek interim or emergency relief from a court or arbitral tribunal without prejudicing the mediation
   • Such proceedings do not constitute a breach of the mediation agreement

10. Governing law and jurisdiction

    • Law applicable to the mediation agreement itself
    • Jurisdiction for any disputes about the mediation agreement (not the underlying dispute)

Institutional frameworks in MENA

Institution	Notes
DIAC (Dubai International Arbitration Centre)	Has mediation rules since 2022; can appoint mediators; also handles hybrid med-arb
DIFC Centre for Amicable Dispute Resolution	Operates within DIFC Courts structure; can convert settlement agreement into court order
ADGM IDRC (International Dispute Resolution Centre)	Mediation services; connected to ADGM Courts
SCCA (Saudi Center for Commercial Arbitration)	Provides mediation services; KSA parties often prefer local institution
JAMS	US-focused but operates internationally; widely used for cross-border disputes with US parties
CEDR (Centre for Effective Dispute Resolution)	UK-headquartered; widely respected internationally; sophisticated mediator panel
ICC ADR	International Chamber of Commerce ADR rules; global reach; preferred for complex international disputes

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Part II — Settlement Agreement

When to draft this

Draft a settlement agreement when the parties have reached agreement — whether through mediation, direct negotiation, or during litigation — and wish to document, formalize, and make enforceable their agreed resolution.

Required inputs

Input	Why it matters
Parties	Full legal identification of all parties
Background and dispute	Neutral description; brief recitals of the dispute context
Settlement terms	Specific obligations — payment, conduct, asset transfer, etc.
Release scope	Who releases whom; what is released; what is excluded
Confidentiality requirements	Ongoing confidentiality obligations
Tax allocation	Who bears any tax consequences of the settlement
Governing law and enforcement mechanism	How is the settlement enforced if a party defaults

Structure of the settlement agreement

1. Recitals

   • Background: the parties, their commercial relationship, the genesis of the dispute
   • Dispute summary: what the dispute is about (without admitting fault)
   • Mutual desire to resolve: the parties wish to settle "to avoid the uncertainty and expense of further proceedings"

2. Payment terms and non-monetary obligations

   • Monetary settlement: amount, currency, payment schedule, account details
   • Non-monetary: transfer of assets, provision of services, referral of business, correction of records, public statement
   • Mechanics: exact payment dates; what triggers each obligation
   • Late payment: interest on late payments; right to re-open dispute if payment default persists beyond X days

3. Release and discharge

   • Full and final mutual release: each party releases the other from all claims, known and unknown, arising from the dispute description
   • Be precise about scope: is it limited to the specific dispute? Does it extend to all claims between the parties up to the date of the agreement?
   • Unknown claims release: in most jurisdictions, a general release covers unknown claims — state this expressly; California requires specific language for unknown claims (Civil Code § 1542 waiver)
   • Carve-outs: obligations under the settlement agreement itself are not released; obligations under surviving contracts not in dispute are not released
   • Limitations on release in KSA: Sharia-based settlements (sulh) are recognized; but releases purporting to waive Sharia rights may be challenged — verify with local counsel

4. Confidentiality

   • Both parties agree to keep the existence and terms of the settlement confidential
   • Exceptions: required disclosure to tax authorities, auditors, legal counsel, courts; disclosure required by law or regulation
   • Non-disparagement: neither party makes disparaging public statements about the other in connection with the settled dispute

5. Dismissal of proceedings

   • If litigation or arbitration is pending: parties agree to file for dismissal with prejudice (or equivalent) within X days of receiving the settlement payment
   • If DIFC Courts: consent order; if arbitration: consent award or withdrawal notice

6. Tax allocation

   • Specify how the settlement payment is to be treated for tax purposes (particularly relevant if the payment has an income, VAT, or withholding tax dimension)
   • Parties acknowledge they have obtained their own tax advice
   • Gross-up clause: if withholding tax is applicable, does the paying party gross up?

7. Breach and remedies

   • If either party fails to comply with settlement terms: the other party may re-open the underlying dispute and use the settlement agreement as evidence of the other's default
   • Alternatively: specific penalty for non-compliance (pre-agreed amount); applicable in civil-law jurisdictions

8. Confidentiality of underlying proceedings (if applicable)

   • If mediation was used, reference back to the mediation agreement's confidentiality provisions
   • Confirm that no mediation communications are admissible in any future proceedings

9. Governing law and enforcement

   • Law applicable to the settlement agreement
   • Forum for disputes about the settlement agreement

10. Singapore Convention on International Settlement Agreements (2019)
    The United Nations Convention on International Settlement Agreements Resulting from Mediation (Singapore Convention) allows cross-border enforcement of settlement agreements reached through mediation — analogous to how the New York Convention works for arbitral awards.

    • Applies where parties are from different contracting states
    • Signatory MENA states as of 2025: Saudi Arabia (signatory but check ratification status), UAE (signatory but check ratification status); LB not a signatory
    • To qualify: the agreement must have been reached through mediation; must state this expressly; mediator must have signed or institution must be identified
    • Include: express reference to mediation process; statement that it resulted from mediation; mediator's acknowledgment (or institutional certificate) if Singapore Convention enforcement is desired

Common mistakes

• Not stating "without prejudice" expressly in the mediation agreement — mediation communications may be disclosed in subsequent proceedings
• Settling individual claims but not the underlying contract relationship (parties resume dealing and re-create the same dispute)
• Inadequate definition of release scope — one party discovers an unknown claim later and argues it was not released
• Omitting the carve-out for protective proceedings during mediation — a party seeking an urgent injunction from a court while mediation is pending should not breach the mediation agreement
• Settlement agreement not converting to a consent order / consent award — paper settlement; not directly enforceable without re-litigating the settlement breach

Related skills

• [[draft-notice-of-arbitration]]
• [[draft-litigation-complaint]]
• [[review-dispute-resolution-clause]]
• [[draft-boilerplate-clauses]]