Allen S. C. Willingham

Registered Neutral

Agreement to Mediate

Willingham Mediation and Arbitration, LLC (WMA) and the undersigned parties agree to mediate this legal dispute as follows:

1. MEDIATION PROCESS. Mediation is a non-adversarial settlement negotiation that can only result in a resolution if all parties voluntarily agree.

2. GOOD FAITH. By signing this agreement, all parties pledge to cooperate and participate in good faith in all mediation sessions and to use their best efforts to obtain a mutual agreement.

3. MEDIATOR’S ROLE. The mediator will not act as a judge, nor as an attorney, and will not offer legal or financial advice. The mediator shall be neutral and shall act to facilitate a mutual agreement between the Parties. The mediator’s opinions, suggestions or advice, if any, shall not be binding on anyone.

4. CAUCUS. The mediator may convene a caucus (private meeting) with each Party and their counsel for clarification of issues. Information developed during the caucus may be kept confidential between a Party and the mediator based upon the instructions of the Party to the mediator. Such information will not be shared unless permission of that Party is obtained.

5. CONFIDENTIAL AND PRIVILEGED. All that occurs during the mediation process shall be confidential and shall not be revealed in any subsequent legal proceedings or otherwise. All Parties agree not to institute any action based on the mediation or to subpoena the mediator or WMA to testify or produce any records or do anything at any future legal proceedings. The parties may, however, make such communications to the court, only to the extent necessary and appropriate, in order to give effect to an agreement reached between the parties and reduced to writing as part of the mediation.

6. ADMINISTRATIVE COST AND MEDIATION FEES. The fees for the mediation session are in accordance with the Fees and Billing policy provided to all Parties. Expenses, if any, are billed as set forth in such policy. All fees, expenses, costs and travel time will be split equally among all Parties, unless otherwise agreed in writing. To the extent that rental costs are incurred for conference rooms for a mediation in Atlanta, the mediator will share in absorbing those costs to the extent of half the expense incurred. The portion of any party will be his share of half the expenditure (e.g., if such costs are incurred in a mediation involving two Parties, each will pay a quarter, and the mediator will absorb one half

– this applies to mediation space rental only). If the Parties agree to mediate at the offices of one of the counsel, no charge will be made by such counsel and no charge will be incurred by anyone for provision of such conference rooms. Mediation conference room costs outside of Atlanta shall be paid by the parties in equal shares. All costs and fees are due when billed. Our contract for services is with the attorney(s) who shall be primarily responsible for payment. The undersigned attorneys acknowledge and agree to

these terms.

This _____ day of _________________________, 20____.

Signature:   _____________________________________

Print name  _____________________________________     

Title/firm    _____________________________________

Willingham Mediation and Arbitration LLC

By:________________________________