Arbitration Rules

Arbitration Rules (from 22 April 2010 until 31 July 2013)

1. Obedience to this Regulation

1.1. Parties wishing to submit any dispute, based on an arbitration agreement, to the São Paulo Mediation and Arbitration Chamber, hereinafter referred to as Chamber, either through an arbitration clause or otherwise, commit to be bound by this Regulation and by the Chamber's Operation Rules.

1.2. Any amendment to this Regulation agreed upon between the parties shall be valid solely for such specific case.

1.3. The Chamber itself does not settle the disputes submitted to it. It has the function of managing and ensuring the due development of the arbitration proceedings, by nominating and appointing arbitrator(s), unless otherwise agreed upon between the parties.

2. Preliminary Acts

2.1. The party, in a separate document in which an arbitration agreement is undertaken, establishing the competence of the Chamber to settle contractual disputes involving matters that may be the object of arbitration, shall provide for the notification of the Chamber of such intent by mentioning, at the outset, the matter to be submitted to arbitration, the amount involved, the name and full identification of the other party(ies), and by attaching a copy of the agreement and other documents related to the dispute.

2.2. The Chamber shall send a copy of the notice to the other party(ies), inviting it (them) to, within fifteen (15) days, appoint an arbitrator and his or her substitute, according to the terms of the arbitration clause, and forward the list of names making up the list of arbitrators eligible for appointment, together with a counterpart of this Regulation. The litigant commencing the arbitration proceedings shall be granted an identical time limit to appoint an arbitrator and his or her substitute.

2.3. The Chamber shall, within two (2) days from expiration of the time limit set out in Article 2.2, inform the parties on the appointment of arbitrators for the opposing party.

2.4. The chairman of the Arbitral Tribunal shall be chosen by mutual agreement of the arbitrators appointed by the parties, preferably from among the members of the Chamber's list of arbitrators, within no more than ten (10) days following the acts provided for by Article 2.3. All of the names shall be subject to the approval of the President of the Chamber. Once approved, the arbitrators shall be called to express their acceptance by signing the Declaration of Independence, thereby commencing and opening the arbitration proceedings, and by causing the parties to be served notice in order to draw up the Arbitration Term within ten (10) days.

2.5. Should either party fail to appoint the arbitrator and his or her respective substitute within the abovementioned time limit, the President of the Chamber shall conduct such appointment. The President of the Chamber shall also appoint, preferably from among the members of the Chamber's list of arbitrators, the arbitrator who shall act in the capacity of Chairman of the Arbitral Tribunal, in the absence of such appointment, as provided by Article 2.4.

2.6. The Arbitral Tribunal shall be composed of three (3) arbitrators, and the parties may agree that the dispute shall be settled by a sole arbitrator, appointed by mutual agreement of the parties, including a substitute, within fifteen (15) days. Upon expiration of said time limit, if the parties have failed to appoint the sole arbitrator, this latter shall be designated by the President of the Chamber, preferably from among the members of the Chamber's list of Arbitrators.

2.7. The inception of the arbitration by a sole arbitrator shall follow the same procedures as stated in this Regulation for arbitrations with three arbitrators (Arbitral Tribunal).

2.8. In those cases involving several claimants or respondents (multipleparty arbitration), each side shall appoint, by mutual agreement, one arbitrator and his or her substitute, upon observance of the terms stated in Articles 2.1 to 2.4. In the absence of agreement on the appointment, the President of the Chamber shall conduct it, as per Article 2.5, including the appointment of the Chairman of the Arbitral Tribunal.

3. Arbitration Term

3.1. The parties and the arbitrators shall draw up the Arbitration Term, for which they shall count on assistance to be rendered by the Chamber. The Arbitration Term shall mention the names and identification of the parties and arbitrators appointed by them, as well as their substitutes, the name and identification of the arbitrator who shall act in the capacity of Chairman of the Arbitral Tribunal, the place where the award is to be handed down, authorization or non-authorization for the arbitrators to base their decision on equity principles when deciding on the object of the dispute, its approximate amount and the liability for the payment of procedural expenses, experts' and arbitrators' fees. The Arbitration Term shall also bring a declaration that the Arbitral Tribunal shall duly observe the deadlines and procedures stated herein.

3.2. The parties shall execute the Arbitration Term together with the appointed arbitrators and their substitutes, the representative of the Chamber and two witnesses. The Arbitration Term shall remain filed with the Chamber. The absence of either party's signature shall not hinder the regular processing of the arbitration.

4. Submission to Arbitration

4.1. If no arbitration clause is in place, and even so the parties demonstrate their intent to refer the dispute to arbitration, a document providing for their submission to arbitration shall be drawn up and signed by the parties and two witnesses, under Article 3.1.

5. Arbitrators

5.1. The arbitrators shall be appointed from among the Chamber's list of Arbitrators or otherwise, provided that they are not impeded to perform their duties, under Article 5.2.

5.2. The persons below are not allowed to be appointed to act in the capacity of arbitrator:
a) a party to the dispute;
b) a party who has intervened in the dispute as attorney or representative for either party, any witness or expert witness;
c) a party who is a spouse or a relative until the third degree of either party, the representative or the counsel;
d) anyone participating in the managing body or in the executive board of a legal entity that is a party to the dispute, or that holds interest in its capital;
e) a close friend or enemy of either party or their attorney;
f) a person otherwise interested, directly or indirectly, in the judgment of the case in favor of either party, or who has previously expressed his or her view on the case, or who has advised either party on the matter;
g) a person who has acted as mediator before inception of the arbitration, except as otherwise agreed on between the parties.

5.3. Upon occurrence of any of the situations mentioned in the previous article, the arbitrator shall declare, at any time, his or her own impediment or disqualification because of suspicion, and withdraw from the office, or submit his or her withdrawal, even if appointed by both parties, thus being individually liable for the damages resulting from non-observance of this provision.

5.4. If, in the course of the arbitration proceeding, one learns of any of the situations implying disqualification or suspicion of an arbitrator, or if an arbitrator dies or is declared incapable of performing his or her duties, he or she shall be replaced by the arbitrator designated in the Arbitration Agreement or Arbitration Term.

5.5. In the event the substitute cannot take over for any reason and at any time, the President of the Chamber shall appoint an arbitrator, preferably from among the members of the list of Arbitrators.

5.6. The arbitrator, in the performance of his or her duties, shall be independent, impartial, discreet, diligent and competent, and shall comply with the Code of Ethics drawn up by Chamber.

5.7. The arbitrators appointed to act in the arbitration proceedings, under Paragraph 6 of Article 13, of Brazilian Law n. 9,307/96, shall complete the following questionnaire, within two days:
1. Have you ever acted, in any manner or capacity, in the defense of either party's interests in the case you are appointed to act as arbitrator?
2. Have you ever been an employee, external advisor or acted as court expert or as expert witness for either party to this case? And the company where you exercise or have exercised professional activities?
3. Do you know the parties to the dispute? What is the level of your relationship?
4. Do you have time available to dedicate to the arbitration proceeding?
5. If you have already worked for either party, have you ever expressed your view on the matter submitted to arbitration?
6. Do you maintain any business relations with either party or potential witness to the case?
7. Does any member of your family or company maintain, or has any member of your family or company maintained commercial relations with either party to the arbitral proceeding?
8. Have you ever acted as arbitrator or court expert? If possible, please mention the matters involved.
9. Do you want to add anything to this questionnaire?

6. Parties and Attorneys

6.1. The parties may be represented by an attorney, as well as by a retained counsel.

6.2. Unless otherwise expressly provided, all the communications, notices or notifications involving procedural acts shall be made to the attorney appointed by the party.

6.3. The retained counsels shall enjoy all the rights and powers granted to them by law, the Legal Profession Act and the Brazilian Bar Association, and commit to exercise their duties in strict compliance with said rules and through a highly ethical professional behavior.

7. Notices, Time Limits and Submission of Documents

7.1. For all purposes set out in this Regulation, notices shall be made by registered mail or through a notary office, and whenever feasible, by fax, telex, e-mail or equivalent means, upon receipt through original documents or copies through registered mail or courier.

7.2. The notice shall stipulate the time limit for performance of the requested act, such period being counted as subsequent days. The date of the effective delivery of the notice shall be taken into consideration when starting to count the time limit.

7.3. Any and all document addressed to the Arbitral Tribunal shall be delivered and filed with the Chamber's Secretariat, in the number of copies equivalent to the number of arbitrators, parties, in addition to a copy, which shall be kept filed with the Chamber.

7.4. The time limits set out herein may be extended, as strictly necessary, at the discretion of the Chairman of the Arbitral Tribunal, or the President of the Chamber, in respect of Article 2.

7.5. In the absence of deadline set out for a specific act to be performed, the time limit of five (5) days shall be deemed applicable, without prejudice to the provision contained in Article 7.4.

7.6. Documents in foreign language shall be translated into Portuguese through free translation, as needed.

8. Procedure

8.1. Upon commencement of the arbitration, the Chairman of the Arbitral Tribunal may convene the parties and other arbitrators to attend a preliminary hearing, where a secretary shall be appointed, if necessary. The parties shall be informed of the procedure, and the relevant acts for proper development of the arbitration shall be taken.

8.2. The parties shall be granted a period of ten (10) days to submit their written pleadings, by indicating the evidence they intend to produce, such period being counted from the hearing, if any, or from the notice sent to them for such purpose.

8.3. The Chamber, within the five (5) days following the receipt of the pleadings of the parties, shall send the respective copies to the arbitrators and to the parties, which shall submit their respective briefs within ten (10) days.

8.4. Within five (5) days from the receipt of the briefs, the Arbitral Tribunal shall examine the status of the case and determine, as the case may be, the production of expert evidence. The parties may appoint expert witnesses within five (5) days following the notice of approval of the evidence.

8.5. The parties may produce all the evidence they deem useful to support their case and provide the arbitrators with clarification. The parties shall also produce other available evidence that any member of the Arbitral Tribunal deems necessary for purposes of clarification and settlement of the dispute. The Arbitral Tribunal shall grant all the useful, necessary and relevant evidence.

8.6. All the evidence shall be produced before the Arbitral Tribunal, which shall give notice thereof to the other party, which shall manifest thereon.

8.7. The Chamber shall arrange for, at the instance of one or more parties, a stenographic copy of the testimonies, as well as interpreters or translators. The party or parties requesting such acts shall pay the amount of the estimated cost thereof in advance, with the Chamber, under Article 16.

8.8. The members of the Chamber, the arbitrators and parties are not authorized to disclose any information to which they have had access as a result of their office or participation in the arbitration proceedings.

8.9. The proceedings shall proceed even by default of either party, provided that such party, being duly notified, fails to appear at the hearing or to obtain a postponement of the hearing. The arbitral award may not, under no circumstance whatsoever, be grounded on either party's default.

9. Acts to be Performed Outside the Place of Arbitration

9.1. If the Arbitral Tribunal deems necessary, for its convincement, that a given act be performed outside the place of arbitration, the Chairman of the Arbitral shall communicate the parties of the date, time and place of performance of the act, for them to be present at it, if they so wish.

9.2. Once the act is duly performed, the Chairman of the Arbitral Tribunal shall cause a report thereon to be drafted within three (3) days, by mentioning the facts and findings of the Arbitral Tribunal, and communicating the parties thereon, for them to speak on the records.

10. Hearing for the Production of Proof

10.1. Should there be the need for producing oral evidence, the Chairman of the Arbitral Tribunal shall convene the parties and arbitrators to attend the hearing for the production of proof at the day, time and place as previously designated.

10.2. The parties shall be convened at least ten (10) days in advance.

10.3. Should expert evidence be produced, the hearing for the production of such proof shall be held within no more than thirty (30) days from the delivery of the expert report. Should no expert evidence be produced, the hearing for the production of proof, if necessary, shall be held within thirty (30) days from the end of the time limit set out in Article 8.3.

10.4. Upon conclusion of the evidentiary stage, the Arbitral Tribunal shall grant the period of no more than ten (10) days for the parties to submit their closing arguments.

11. Adjournment or Suspension of the Hearing

11.1. The Arbitral Tribunal, if circumstances so demand, may determine the adjournment or suspension of the hearing. Adjournment or suspension shall be mandatory if requested by all parties, in that one shall forthwith designate a date for it to be held or continued.

12. Interim and Coercive Measures

12.1. The Arbitral Tribunal shall take the necessary and feasible measures for the proper development of the arbitral proceedings and, as the case may be, it shall request the competent judicial authority to take interim or coercive measures.

12.2.In the event a witness refuses to attend the hearing for the production of proof or, if such witness attends the hearing but refuses to testimony without legal justification, the Arbitral Tribunal may request the competent Court to take the applicable judicial measures for the taking of such testimony of the defaulting witness.

13. Arbitral Award

13.1. The Arbitral Tribunal shall render the award within twenty (20) days.

13.2. The time limit referred to by Article 13.1 shall be counted:
a) if no hearing is to be held, from the elapsing of the time limit referred to in Article 8.3;
b) if a hearing is to be held, from the elapsing of the time limit for submitting the closing arguments.

13.3. The time limit referred to in Article 13.1. may be extended for up to sixty (60) days, at the discretion of the Chairman of the Arbitral Tribunal.

13.4. The arbitral award shall be rendered by a majority vote, in that each arbitrator, including the Chairman of the Arbitral Tribunal, shall cast one vote. If no majority agreement is reached, the vote cast by the Chairman of the Arbitral Tribunal shall prevail. The award shall be put in writing by the Chairman of the Arbitral Tribunal and executed by all of the arbitrators. The Chairman of the Arbitral Tribunal shall certify the absence or the dissent in respect of the execution of the arbitral award by the arbitrators.

13.5.The arbitrator dissenting from the majority may provide grounds for his dissenting opinion, which shall be included in the arbitral award.

13.6. The arbitral award shall necessarily contain:
a) a report, with the name of the parties and a summary of the dispute;
b) the grounds for the decision, which shall provide for the findings of fact and of law, upon express clarification, as the case might be, that it has been rendered based on equity principles;
c) the decision, with all of its specifications and the deadline for compliance therewith, as the case might be; and
d) the day, month, year and place where it was rendered.

13.7. The arbitral award shall also mention the procedural costs and expenses, as well as the respective pro rata division, upon due observance of the agreement of the parties, expressed in the arbitration agreement or in the Arbitration Term.

13.8. Once the award is rendered, the arbitration is deemed to be concluded and the Chairman of the Arbitral Tribunal shall send the decision to the Chamber in order that this latter sends it to the parties, by mail or any other means of communication, upon acknowledgement of receipt or, still, by delivering it directly to the parties, upon receipt.

13.9. The Chamber shall comply with Article 13.8, following effective proof of full payment of the costs and arbitrators' fees by one or both Parties, under ANNEX I – Table of Costs and Arbitrators' Fees.

13.10. Within five (5) days from the receipt of the notice on the rendering of the award, or from the personal knowledge of the award, the interested party, upon communication to the other, may request that the Arbitral Tribunal clarify any doubt, omission or contradiction found in the arbitral award.

13.11. The Arbitral Tribunal shall decide within ten (ten) days, by amending the award and notifying the parties under Article 13.8.

14. Amicable Agreement

14.1. If, in the course of the arbitral proceedings, the parties reach an agreement and put an end to the dispute, the Arbitral Tribunal may, at the request of the parties, state such fact in an award, upon due observance of Article 13.6 above, as needed.

15. Performance of the Award

15.1. The arbitral award is final and the parties are bound by its terms and committed to comply with it in the manner and within the time limit therein stated.

16. Arbitration Costs

16.1. The Chamber shall prepare a table of costs and arbitrators' fees and other expenses, by establishing the means and form of the deposits.

16.2. The abovementioned table may be reviewed by the Chamber from time to time.

17. Final Provisions

17.1. As regards international arbitration, the parties shall choose the law that shall apply to the merits of the dispute and the language of the arbitration. Should no provision or consensus in this respect be in place, the arbitral tribunal shall indicate the rules it deems fit, as well as the language, taking into consideration the terms of the agreement, the usual practices, custom and international commercial rules. The arbitrators may only decide based on equity principles or act in the capacity of amicable advisor if so authorized by the parties.

17.2. The arbitrators shall interpret and apply this present Regulation to specific cases, including the existing loopholes, in respect of everything concerning their powers and duties.

17.3. Any controversy between the arbitrators as regards the interpretation or adoption of this Regulation shall be settled by the Chairman of the Arbitral Tribunal, whose decision shall be final.

17.4. The arbitral proceedings are strictly secret, wherefor the members of the Chamber, the arbitrators and the parties are not allowed to disclose any information related to the case and to which they have had access as a result of their office or participation in said proceedings.

17.5. The Chamber may publish some excerpts of the award on Syllabuses, always preserving the identity of the parties.

17.6. Whenever the interest of the parties so justifies, and upon prior authorization, the Chamber shall disclose the arbitral award.

17.7. The Chamber may provide the parties, upon written request, with certified copies of documents related to the arbitration, which are needed for purposes of a judicial action connected with the arbitration and/or its respective object.

17.8. The São Paulo Mediation and Arbitration Chamber may exercise the function of appointing authority for purposes of appointing arbitrators at "ad hoc" arbitrations, through its Presidency, whenever so agreed between the parties through arbitration agreement.

17.9. This present Regulation is approved as a private set of rules on April 22nd 2010 and becomes effective from this present date. This Regulation replaces the prior Regulation, approved on May 22nd 1995 and amended on August 20th 1998.

17.10. Except as otherwise agreed between the parties, this Regulation applies to proceedings already in course before the Chamber, as well as to those coming as of this date.

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CODE OF ETHICS

PREAMBLE

The provisions of this Code of Ethics are aimed at establishing principles to be observed by the arbitrators, the parties, their counsel and by Ciesp/Fiesp Chamber of Conciliation, Mediation, and Arbitration in the course of arbitral proceedings.

The principles herein stated shall also be observed during the phase preceding the request for arbitration.

Without prejudice to the other rules governing the professional conduct of arbitrators, this Code of Ethics does not exclude other precepts of conduct, such as independence, impartiality, skill, diligence, and confidentiality in respect of the matter and the parties to the arbitration.

Arbitrators shall perform their professional functions in compliance with the norms typically observed by reputable professionals.

The Chamber shall deliver a copy of this Code of Ethics to the arbitrators and to the parties. Arbitrators shall state in their Statement of Independence that they have read and are aware of the terms stated in this Code of Ethics.

1. FUNDAMENTAL PRINCIPLES

1.1. Arbitrators shall act in a diligent and efficient manner, so as to ensure the parties a fair and effective resolution of the disputes submitted to them.

1.2. Arbitrators shall keep confidential any and all information received in the course of the proceedings entrusted to them.

1.3. Arbitrators shall always bear in mind that arbitral proceedings are based on party autonomy, and they shall ensure observance thereof.

2. IMPARTIALITY AND INDEPENDENCE

2.1. Arbitrators shall remain impartial and independent during the entire arbitral proceedings.

2.2. Arbitrators shall not undertake any relationship with any party, thereby preserving their independence until the making of the award.

2.3. Arbitrators shall perform their functions impartially and form their free conviction based on the evidence produced in the case.

2.4. Although appointed by a party, arbitrators do not represent the interests of either party during the arbitral proceedings and must avoid contacting the parties or their counsel, or any involved persons, beyond the strict limits of the arbitral proceedings, without the knowledge of the other arbitrators and parties involved.

3. DUTY TO DISCLOSE

3.1. Arbitrators shall disclose any fact or circumstance leading up to any justified doubts concerning their independence and impartiality. Failure to disclose any such fact or circumstance may constitute grounds for disqualifying the arbitrator.

3.2. The disclosures to be made by the arbitrators shall involve relevant facts and circumstances relative to the parties and the controversy which is the subject matter of the arbitration.

3.3. Disclosure is required for any fact or circumstance that might give rise to justified doubts relative to arbitrators' impartiality and independence.

3.4. The disclosure shall be made in writing and sent to the Secretariat of the Chamber, to be relayed to the parties and to the other arbitrators.

3.5. The duty to disclose must be observed during the preliminary stage and throughout the arbitral proceedings. Once an arbitrator becomes aware of a fact that might give rise to justified doubt with regards to his or her independence and impartiality, he or she has the duty to communicate such fact immediately.

3.6. In cases where corporate groups are involved, the party shall, should it deem fit, provide the names of the companies belonging to such groups for purposes of verification of any conflicts involving the arbitrators.

4. DILIGENCE, COMPETENCE AND READINESS

4.1. Arbitrators shall ensure proper and adequate development of the arbitral proceedings, with due observance of the equal treatment of the parties and the provisions of the Terms of Reference.

4.2. Arbitrators shall make their best efforts during the arbitral proceedings and shall perform their functions prudently and efficiently, in order to serve the purposes of the arbitration.

4.3. Upon acceptance of the responsibilities inherent to the arbitration, arbitrators shall declare that they have the time and are available to engage in the arbitral proceedings, thereby avoiding any delays in rendering decisions and any unnecessary costs to the parties.

4.4. The person appointed to act in the capacity of arbitrator shall only accept such duty if he or she masters both the matter and the language related thereto.

4.5. Arbitrators shall treat the parties, witnesses, counsel, and other arbitrators in a courteous manner, with whom they undertake to maintain a harmonious relationship, always observing the distance that arbitrators must keep from both parties.

4.6. Arbitrators shall dedicate their attention, time, and knowledge to ensure effectiveness of the arbitral proceedings.

4.7. Arbitrators shall diligently keep the documents and information in their possession during the arbitral proceedings and actively collaborate with the development of the Chamber work.

5. DUTY OF CONFIDENTIALITY

5.1. The discussions held in the Arbitral Tribunal, the content of the award and the documents, communications and matters discussed during the arbitral proceedings are confidential.

5.2. Documents or information relative to the arbitration may be disclosed upon express authorization of the parties or when such disclosure is required by law.

5.3. The information which arbitrators may have access to, or which they may become aware of by virtue of the proceedings shall not be used for a purpose other than the development of said proceedings. Arbitrators shall neither propose nor obtain personal advantages for themselves or third parties based on the information obtained during the arbitral proceedings.

5.4. One shall avoid any information that may disclose or suggest identification of the parties involved in the proceedings.

5.5. The Arbitral Tribunal's procedural orders, decisions, and awards are exclusively intended for the specific proceedings related thereto, and shall not be advanced or disclosed by arbitrators. It is incumbent upon the Chamber to notify the parties in such respect.

5.6. The arbitrators shall treat their panel discussions with discretion and keep them in strict confidentiality.

6. ACCEPTANCE OF NOMINATION

6.1. It is improper to contact the parties in pursuance of a nomination to act as arbitrator.

6.2. Once an arbitrator is consulted by a party on a possible nomination, he must abstain from making any remarks or pre-assessments of the dispute to be submitted to arbitration.

6.3. Upon acceptance of the nomination, the arbitrators agree to comply with the Rules, the Chamber Internal Regulation, the rules relative to procedure, the applicable law, the terms agreed at the time of appointment and the Terms of Reference.

6.4. Arbitrators shall not resign from their duties in the course of the proceedings, except for a material reason or as a result of their inability to remain in the case due to facts subsequent to the request for arbitration, whether for individual, private reasons, or for reasons that affect or might affect their independence or impartiality.

7. COMMUNICATION WITH THE PARTIES

7.1. The parties and their counsel shall avoid direct contact with the arbitrators in respect of any subject matter involved in the arbitral proceedings. Should said contact be indispensable, the Arbitral Tribunal shall preferably arrange for a means of communication that allow for participation of both the arbitrators and the parties involved in the case.

7.2. In order to conduct the arbitral proceedings with the expected readiness and diligence, arbitrators shall consult the parties and/or their counsel by making use of proper and useful means of communication available to them, such as conference calls, videoconferences, etc., thereby allowing everyone to participate.

7.3. Should any arbitrator become aware of improper communications between other arbitrator and one of the parties, such arbitrator must immediately inform this fact to both the Secretary General of the Chamber and the other arbitrators so that these issues can be examined.

7.4. Arbitrators shall never accept gifts, hospitality, benefits or favors either for themselves or for members of their family, directly or indirectly offered by any party.

8. FINAL PROVISIONS

8.1. This Code also applies to mediators and conciliators.

8.2. This Annex II is an integral part of the Arbitration Rules and Mediation Rules issued by the Chamber, duly approved under the Bylaws on November 29, 2012, and is effective as of August 1, 2013.

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Resolution N^o 1/2017

The President of the Ciesp/Fiesp Chamber of Conciliation, Mediation and Arbitration ("Chamber"), in its powers as per item 4.f)¹ of the Internal Regulation of the Chamber;

Whereas item 16.2 of the Chamber Arbitration Rules, which deals with the Request for Clarification, provides that "The Arbitral Tribunal shall decide within ten (10) days, amending the arbitral award, if applicable, and by notifying the parties under item 15.7.";

Whereas the Superior Council of the Chamber deliberated, in its meeting of 17 April 2017, that this item has an omission as to the calculation starting point of the Arbitral Tribunal' s time limit to render a decision; and

Considering the Superior Council understandings and suggestions, following its meeting of 19 June 2017;

Resolve clarify item 16.2 of the Arbitration Rules, notably regarding the time limit for the decision which starts running from the first business day following the date of

I – receipt of the hard copy of the Request for Clarification by the Arbitrator(s).

II – receipt of the hard copy of the counterparty's submission in regards to the Request for Clarification, if applicable; or

III – the elapsed time limit of a possible submission as per item (II) above.

For the cases in which hard copies are dismissed, the time limit starts running from the first business day following receipt of the e-mail by the Arbitrator(s), in accordance with items (I), (III) and (III) above.

This Resolution shall be immediately in force, except a clashing provision as per agreement of the Parties and Arbitrator(s) in the Terms of Reference.

 

São Paulo, 22 September 2017.

 

Sydney Sanches
President of the Chamber Ciesp/Fiesp

 

¹4. The President of the Chamber shall:
(...)
f) issue supplementary and procedural rules intended to clarify doubts on the adoption of this Regulation and the Rules as regards cases not covered hereby;

Resolution N^o 2/2018

The President of the Ciesp/Fiesp Chamber of Conciliation, Mediation and Arbitration ("Chamber"), acting within the powers granted by item 4(f) of the Internal Regulation of the Chamber¹;

Having examined items 2.1, 2.2 and 9.1 of the Arbitration Rules of Chamber Ciesp/Fiesp (“Rules”)²;

Considering that, in the meeting held on 1 October 2018, the Superior Council of the Chamber Ciesp/Fiesp resolved that such items deserve clarification;

Also considering the understandings held during the meeting of the Superior Council and the suggestions then presented;

Noting that informing the full and updated address of the other parties is in the requesting party’s (“Claimant”) best interest;

Expecting to render more efficient the exchange of the notices mentioned in items 2.1, 2.2, 9.1 and 9.3 of the Rules, as well as to enhance legal certainty in the arbitration proceedings;

RESOLVES to clarify items 2.1 and 9.1 of the Rules in what regards the exchange of communications and documents before the execution of the terms of reference, as well as the information of the address of the other parties involved in the arbitration proceedings and the delivery of the notices relating to the proceedings, as follows:

1. The request for arbitration set forth in item 2.1 of the Rules, as well as the notices and documents to be sent by the party(ies) and the arbitrator(s) to the Chamber’s Secretariat may be forwarded by e-mail in the time period falling between the filing of the request for arbitration and the execution of the terms of reference, provided that hard copies are filed with the Chamber’s Secretariat or sent by letter or express courier (with acknowledgment of receipt) in the first business day following the electronic communication;
2. With regards to the notices and documents to the sent to the parties, if an address has been designated by a party specifically for the purpose of receiving the notices arising out of or in connection with the document that includes the arbitration agreement and/or with regards to the arbitration proceeding, or in the cases where the arbitral tribunal authorizes, any notice shall be delivered to that party at that address, and if so delivered shall be deemed to have been received. Delivery by electronic means such as facsimile or e-mail may only be made to an address so designated or authorized;
3. iIn the absence of such designation or authorization, a notice is:
   1. Received if it is physically delivered to the addressee; or
   2. Deemed to have been received if it is delivered at the place of business, habitual residence or mailing address of the addressee
4. If, after reasonable efforts, delivery cannot be effected in accordance with paragraphs (ii) or (iii), a notice is deemed to have been received if it is sent to the addressee’s last-known place of business, habitual residence or mailing address by registered letter or any other means that provides a record of delivery or of attempted delivery;
5. In the case described in the item (iv) above, the Claimant shall be consulted about the measures taken by the Secretariat of the Chamber Ciesp/Fiesp in order to notify the opposing party(ies) as regards the continuation of the proceedings;
6. vi. In case a party must be notified at an address that differs from the one mentioned in the document that contains the arbitration agreement, the Claimant shall indicate in good faith another pertinent address.

This Resolution enters in force immediately and shall be applied insofar as it does not contradict special provisions set forth by the parties in particular cases.

São Paulo, 1 October 2018.

Sydney Sanches
President of the Chamber Ciesp/Fiesp

---

¹ Internal Regulations of the Chamber Ciesp/Fiesp: “14. The President of the Chamber shall: (...) f) issue supplementary and procedural rules intended to clarify doubts on the adoption of this Regulation and the Rules as regards cases not covered hereby.”
²Arbitration Rules of Chamber Ciesp/Fiesp: “2.1. The arbitral proceedings shall be initiated upon request by the interested party, which shall, from the outset, mention the arbitration agreement stating the reference of the matter to arbitration administered by the Chamber, the subject matter of the arbitration, the amount of the dispute, the name and full identification of the other party(ies), attaching a copy of the contract and any other documents relevant to the dispute.” “2.2. The Secretariat of the Chamber shall send a copy of the request to the other party(ies), inviting them to nominate an arbitrator within fifteen (15) days, in accordance with the arbitration agreement, and shall send its List of Arbitrators, in addition to a copy of these Rules and of the Code of Ethics. The opposing party(ies) shall have an identical time limit to nominate an arbitrator.” “9.1. For the purposes of these Rules, notices shall be sent by letter, facsimile, electronic mail or equivalent means, against receipt of the respective hard copy.”

Resolution N^o 3/2018

The President of the Ciesp/Fiesp Chamber of Conciliation, Mediation and Arbitration ("Chamber"), acting within the powers granted by item 4(f) of the Internal Regulation of the Chamber¹;

Having examined item 10.6 of the Arbitration Rules of Chamber Ciesp/Fiesp (“Rules”)², which regulates the treatment of information disclosed during the arbitration;

Noting Article 37 of the Federal Constitution³;

Noting the third paragraph of Article 2 of Law No. 9,307 of 1996 in the wording amended by Law No. 13,129 of 2015 (“Arbitration Act”)⁴;

Also considering the statement No. 4 approved by the I Journey of “Prevention and Out of Court Resolution of Conflicts” held by the Center of Judicial Studies of the Federal Justice on 22 and 23 August 2016⁵;

Considering that, in the meeting held on 1 October 2018, the Superior Council of the Chamber Ciesp/Fiesp resolved that item 10.6 of the Rules deserve further clarification with regards to cases involving the Public Administration;

RESOLVES to clarify item 10.6 of the Rules in what regards the arbitration proceedings involving the public administration:

1. In the arbitration proceedings administered by Chamber Ciesp/Fiesp, it is incumbent on the party belonging to the Public Administration to request or promote the publicity set forth by art. 2, third paragraph of the Arbitration Act, having regard to Law 12,527 of 2011, and such obligation may, following instructions from the arbitral tribunal and upon request by the party(ies), be mitigated in the cases of confidentiality provided by law;
2. If the party(ies) so request, and provided that the arbitral tribunal authorizes, the Secretariat of Chamber Ciesp/Fiesp shall disclose in the Chamber’s website the following information regarding the existence of the arbitration proceeding: date of the request for arbitration, name of the parties and number of the proceedings.

This Resolution enters in force immediately and shall be applied insofar as it does not contradict special provisions set forth by the parties in particular cases.

São Paulo, 1 October 2018.

Sydney Sanches
President of the Chamber Ciesp/Fiesp

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¹Internal Regulations of the Chamber Ciesp/Fiesp: “14. The President of the Chamber shall: (...) f) issue supplementary and procedural rules intended to clarify doubts on the adoption of this Regulation and the Rules as regards cases not covered hereby.”
²Arbitration Rules of Chamber Ciesp/Fiesp: “10.6. The members of the Chamber, the arbitrators and the parties shall not disclose information they have had access to as a consequence of their functions or participation in the arbitral proceedings, except as required by law.”
³Brazilian Federal Constitution, Article 37: “The direct or indirect public administration of any of the Branches of the Union, States, Federal District and Counties, shall obey the principles of legality, impersonality, morality, publicity and efficiency.”
⁴Brazilian Arbitration Act: “Article 2. At the parties' discretion, arbitration may be at law or in equity. […] Paragraph 3. Arbitration that involves public administration will always be at law, and will be subject to the principle of publicity.”
⁵Statement No. 4 approved by the I Journey of “Prevention and Out of Court Resolution of Conflicts” held by the Center of Judicial Studies of the Federal Justice on 22 and 23 August 2016: “In the arbitration, it is the duty of the Public Administration to promote the publicity set forth in art. 2, third paragraph of Law No. 9,307 of 1996, having due regard to what is set forth in Law 12,527 of 2011, although this obligation may be mitigated in the cases of confidentiality provided by law, as determined by the arbitrator.”

Resolution N^o 4/2018
Interim Arbitrator Proceeding

The President of the Ciesp/Fiesp Chamber of Conciliation, Mediation and Arbitration ("Chamber"), acting within his powers as per item 4(f) of the Internal Regulation of the Chamber;^[1].

Considering the wording of articles 22-A and 22-B ^[2] of Law No. 9,307 of 1996 (“Arbitration Act”) included by Law No. 13,129 of 2015, and item 13^[3] of the Chamber’s Arbitration Rules (“Rules”);

Considering that, during the meeting held on December 3, 2018, of the Superior Council of the Chamber, the Councilors decided that item 13 of the Rules warranted further specification in order to allow for the institution of interim arbitration panels, composed by a sole arbitrator, with the aim of ordering urgent measures before the institution of the Arbitral Tribunal;

Bearing in mind the comments made during the meeting of the Superior Council and the suggestions then presented; Resolves to adopt this resolution, which regulates the interim arbitrator proceeding in the following terms:

ARTICLE 1 - INTERIM ARBITRATOR REQUEST

1.1. Before the commencement of arbitration, as per item 2.4 of the Rules, the party seeking interim or urgent measures may request to the President of the Chamber, through a Request for Interim Arbitrator (“Request”) to appoint an interim arbitrator (“Interim Arbitrator”), who shall decide upon the urgent measure requested and whose order shall remain in force until the Arbitral Tribunal decides upon the matter.

1.1.1. The Request shall include:

1. The name, qualification, addresses and, if known, the e-mail addresses or any other contact information relating to the parties and their counsel;
2. Report of the circumstances giving rise to the Request and a description of the subject-matter of the dispute relating to the main dispute;
3. Description of the urgent measure requested;
4. The reasons why the party requesting such measure believes that it cannot await the institution of the Arbitral Tribunal in order to obtain said interim or urgent measures;
5. The reasons that justify granting the interim or urgent measure;
6. The relevant documents and, especially, the arbitration agreements;
7. Comments on the language, the place where the arbitral award shall be rendered (place of the Interim Arbitration) and about the applicable law;
8. Proof of the full payment of the costs and fees relating to the Interim Arbitrator;
9. Request for arbitration filed in connection with the dispute with regards to which the party requests an interim or urgent measure and its exhibits, if applicable;
10. Any information or document that the requesting party considers useful for the analysis of the Request.

1.1.2. The number of counterparts and the filing method will follow the provisions of the Rules.

1.2. Unless the arbitration agreement provides otherwise, the parties may request the appointment of an Interim Arbitrator if one of the parties is interested.

1.3. The Chamber shall conduct a preliminary examination of the admissibility of the Request. Based on the information included in the Request, the Chamber may proceed with or terminate the proceedings, sending notice to the parties of this decision.

ARTICLE 2 - APPOINTMENT OF THE INTERIM ARBITRATOR

2.1. The President of the Chamber shall appoint an Interim Arbitrator as soon as possible, usually within 2 (two) days counted from the filing of the Request, and shall preferably select a member of the Chamber’s List of Arbitrators.

2.2. The Interim Arbitrator shall receive copies of the case file and shall complete the Questionnaire for the Analysis of Conflict of Interest and Availability (“Questionnaire”) and shall execute the Statement of Independence, copies of which will be sent to the parties by the Chamber. The interim arbitrator shall execute both documents within 2 (two) days counted from the receipt of the appointment.

2.3. The party who intends to challenge the Interim Arbitrator shall file the respective submission with the Chamber within 2 (two) days counted from the receipt of the notice of appointment or from the date in which it became (or should have become) aware of the circumstances giving rise to the challenge. The filing of a challenge suspends the Interim Arbitrator Proceedings and the matter shall be decided by the President of the Chamber.

2.4. The Interim Arbitrator shall remain impartial and indepentend from the parties in dispute and shall not act as arbitrator in the main arbitration proceeding relating to the Request.

2.5. The President of the Chamber may, upon request of a party, decide upon the removal of the Interim Arbitrator should he or she fail to timely fulfill its attributions or if he or she fails to abide by the Rules.

ARTICLE 3 - PROCEEDINGS

3.1. The Interim Arbitrator shall decide the interim or urgent measure after hearing the opposing party. The urgent measure can be rendered ex parte if deemed indispensable to ensure its effectiveness, and the arbitrator shall immediately notify the opposing party about the contents of the decision.

3.2. The decision of the Interim Arbitrator shall take the form of a procedural order and shall be rendered within 10 (ten) consecutive days counted from the receipt, by the Interim Arbitrator, of the parties’ comments about the Questionnaire and the Statement of Independence, or if the time period provided for in article 2.3 of this Resolution elapses without submissions from the parties. The time period to render the order may be extended by the President of the Chamber upon reasoned request by the Interim Arbitrator, or with the parties’ consent.

3.3. The orders rendered by the Interim Arbitrator shall state their reasons, shall be presented in writing and shall observe the requirements of item 15.4 of the Rules. The Interim Arbitrator may provide for the conditions he or she deems necessary in order to ensure the fulfillment of the order, whether imposing daily penalties or requiring the posting of guarantees.

3.4. Once the jurisdiction of the Interim Arbitrator terminates, the Arbitral Tribunal shall decide upon any request from the parties in connection with the Interim Arbitrator proceeding, including any demand in connection with the decision rendered by the Interim Arbitrator and also as regards the allocation of costs enticed by the Interim Arbitrator proceeding.

3.5. The order of the Interim Arbitrator shall be binding upon the parties, which shall immediately comply.

3.5.1. When the arbitration commences as per the Rules, the Arbitral Tribunal shall be competent to maintain, modify or revoke the interim or urgent measures rendered by the Interim Arbitrator.

ARTICLE 4 - COSTS

4.1. The costs of the Interim Arbitrator proceeding include:

1. The administration fee of the Chamber amounting to R$ 15,000.00 (fifteen thousand reais);
2. Interim Arbitrator’s fees amounting to R$ 60,000.00 (sixty thousand reais); and
3. Expenses fund amounting to R$ 5,000.00 (five thousand reais);

4.2. The requesting party shall advance the costs of the Interim Arbitrator Proceeding as it submits its Request.

4.2.1. The Chamber may notify the requesting party to complement the expenses fund at any time.

4.3. The costs in connection with the Interim Arbitrator proceeding shall be advanced by the requesting party. When the order is rendered, the Interim Arbitrator may allocate the costs between the parties, including the costs mentioned in article 4.1 of this Resolution as well as other expenses included by the parties during the Interim Arbitrator proceeding, without prejudice to the powers of the Arbitral Tribunal to finally rule on the allocation of such costs.

4.4. Upon a reasoned request submitted by the Interim Arbitrator, or if he or she deems appropriate, the President of the Chamber may increase or reduce the costs relating to the Interim Arbitrator proceeding, in view of the complexity of the case and of the amount of work carried out.

4.4.1. Whenever a challenge to the Interim Arbitrator is accepted or the Interim Arbitrator is removed as provided for in article 2.5 of this Resolution, the Interim Arbitrator’s fees shall be fixed by the President of the Chamber.

ARTICLE 5 - GENERAL PROVISIONS

5.1. The provisions of the Arbitration Rules shall apply to the extent that they do not conflict with this Resolution, especially considering the expedited and urgent character of these proceedings.

This resolution enters into force as of January 7, 2019, and shall not affect the special provisions agreed upon by the parties in each particular case.

Sydney Sanches
President of Chamber Ciesp/Fiesp

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