When negotiating contracts, especially those involving cross-border transactions, determining the method for resolving future disputes is critical. Generally, it is a safe and recommended approach to adopt a model arbitration clause provided by well-established arbitral institutions.
The International Chamber of Commerce (“ICC”), the London Court of International Arbitration (“LCIA”), and the Singapore International Arbitration Centre (“SIAC”) all recommend that parties use their respective standard clauses to ensure clarity and enforceability. However, great care must be taken during drafting, as careless drafting can cause misunderstandings that may undermine the parties’ intentions as to jurisdiction or even make the clause inoperable.[1]
Which Model Clause to Select?
By choosing a particular set of arbitration rules or designating a specific arbitral institution in their arbitration clause, the parties effectively determine which body, if any, will administer the proceedings. No single arbitral institution can be universally recommended, as all reputable institutions are suitable for cross-border transactions. Each institution provides slightly different model wording and default procedural frameworks, which may influence the conduct and efficiency of the arbitration.
International Chamber of Commerce (ICC)
The ICC recommends the following standard clause, recognising the benefits of simplicity[2]:
All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.
For this clause to be effective, parties modifying an ICC dispute resolution clause should pay particular attention to three essential elements[3]:
- Clear Intent: Parties must exhibit a clear intent to submit disputes to ICC arbitration.[4]
- Correct Naming: Parties should correctly name the institution (“ICC International Court of Arbitration”) and its rules (“Rules of Arbitration of the International Chamber of Commerce”).[5]
- Clear Scope: They should clearly identify the scope of the clause (e.g., all disputes “arising out of or in connection with” the contract).[6]
Crucially, by agreeing to arbitration under the ICC Rules, the parties have accepted that the arbitration shall be administered by the ICC Court (Article 6(2) of the 2021 ICC Rules). The ICC Court is the only body authorised to administer arbitrations under the Rules, Article 1(2). An arbitration purportedly conducted under the ICC Rules but not administered by the Court is, quite simply, not an ICC arbitration.[7]
London Court of International Arbitration (LCIA)
For contracting parties who wish to refer future disputes to arbitration under the LCIA Rules, the recommended clause reads as follows:
Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.
The LCIA explicitly recommends language that includes disputes concerning the existence, validity, or termination of the contract.
In accordance with Section 2 of the LCIA Guidance Note for Parties and Arbitrators, “if parties select the LCIA Rules to govern the arbitration, they also receive the benefit of having the LCIA administer the arbitration and help the process run more efficiently.” Therefore, parties are not free to adopt the LCIA Rules without mandating LCIA administration, meaning that the Rules may not be used in an ad hoc arbitration.
Singapore International Arbitration Centre (SIAC)
The SIAC Model Clause is the following:
Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause.
Like the LCIA model clause, the SIAC clause explicitly covers questions regarding the contract’s existence, validity, or termination.
Under Article 1.1 of the 2025 SIAC Rules, if the parties agree to refer their disputes to SIAC (or to arbitration in accordance with the Rules), they are deemed to have agreed that the arbitration will be conducted and administered by SIAC under those Rules.
Customising Model Arbitration Clauses
Customisation should aim to clarify essential procedural elements.[8]
Great care must be taken in devising bespoke procedures, and parties should ideally seek expert advice before deviating substantially from the model clauses.[9]
For in-house counsel, successful customisation means completing the necessary fields (the number of arbitrators, the language of the arbitration, the governing law, etc.) while avoiding contradictory or ambiguous language that could compromise the arbitration agreement’s validity.
To avoid unnecessary complications, in-house counsel should ensure the following procedural elements are clearly specified:
- Number of Arbitrators: It is useful to specify whether the arbitral tribunal will consist of one arbitrator or three. This choice has important implications for cost, efficiency, and procedural robustness. Parties may also outline how the arbitrators will be appointed, including any qualifications, methods of nomination, or special criteria relevant to the dispute or industry. Precise drafting helps prevent delays and disagreements during the constitution of the tribunal.
- Seat of Arbitration: The seat (or legal place) of arbitration determines the procedural law governing the arbitration and the courts that have supervisory jurisdiction. It is therefore a foundational element of any arbitration clause. Parties should select a seat known for its neutral and arbitration-friendly legal framework, like Geneva, Paris, London, or Singapore. Defining the seat explicitly avoids uncertainty and ensures that both parties understand which legal system will support the arbitration.
- Language: The arbitration clause should state the language in which the arbitration will be conducted. This is typically English, or another language commonly used by the parties or relevant to the transaction.
- Governing Law of the Arbitration Agreement: The clause should also specify the law governing the arbitration agreement. This provides clarity and ensures that the tribunal applies the appropriate legal framework when interpreting the parties’ consent to arbitrate. Importantly, the law governing the arbitration agreement is not always the same as the law governing the underlying contract.
Avoiding Ambiguity
The primary advice in drafting is to avoid deviating from the core institutional language without careful consultation, as the model clauses are designed to be legally sound and internationally enforceable. In-house counsel should be vigilant against drafting pitfalls and procedural missteps that can compromise the arbitration process:
- Don’t draft overly complicated clauses: In many cases, the simpler the clause, the better; overly detailed clauses may actually delay proceedings by creating procedural battles and, in extreme cases, may even render a clause unenforceable or invalid.[10]
- Don’t leave critical blanks: Failing to specify the seat, language, or number of arbitrators introduces ambiguity that could lead to delays.
- Don’t introduce contradictory mechanisms: While the sources encourage specifying procedural choices (like expedited procedures), introducing mandatory, non-standard rules that contradict the institution’s official rules incorporated by reference could weaken the agreement.
- Don’t deviate from core procedural rules: Tailoring the arbitration clause to a specific potential dispute is useful, but not if it is inconsistent with essential provisions considered fundamental to arbitration under a specific set of Rules:
- For instance, in ICC arbitration, the ICC Court is not obliged to administer arbitrations where the parties seek to exclude or deviate from essential elements of the ICC Rules.[11] Those include (1) the independence and impartiality of arbitrators (Article 11 of the 2021 ICC Rules); (2) establishing the Terms of Reference (Article 23); (3) the scrutiny of awards (Article 34); and (4) the Court’s powers to fix fees and expenses (Articles 37 and 38).[12]
- For LCIA arbitration, those include (1) exclusive appointment power of the LCIA Court (Articles 5.7 and 7.2 of the 2020 LCIA Rules), and (2) impartiality and independence of arbitrators (Articles 5.3-5.5).
- For SIAC arbitration, those include (1) the scrutiny of awards (Articles 53.3-53.4 of the 2025 SIAC Rules); (2) appointment power, if an appointment procedure agreed by the parties carries a substantial risk of unequal treatment that may affect the validity or enforceability of the award (Article 19.10); (3) independence and impartiality of arbitrators (Article 20); (4) compliance with the SIAC Code of Ethics (Article 20.1); and (5) disclosure of third-party funding (Article 38).
Notably, in relation to third-party funding, while the LCIA Rules do not mandate its disclosure, the ICC requires such disclosure under its Notes to Parties and Arbitral Tribunals on the Conduct of ICC Arbitrations.[13]
Conclusion
Model arbitration clauses function much like tested architectural blueprints: they provide a solid and reliable foundation, but the essential specifications, such as the seat of arbitration, the language, and the number of arbitrators, must still be carefully selected by the parties to ensure the structure functions correctly. In this sense, choosing a model clause supplies a dependable procedural framework, yet it is the parties’ precise drafting that ensures the clause operates effectively and avoids uncertainty, inconsistency, or unintended procedural complications.
[1] J. Fry et al., The Secretariat’s Guide to ICC Arbitration (2012), para. 5-2.
[2] J. Fry et al., The Secretariat’s Guide to ICC Arbitration (2012), para. 5-4.
[3] J. Fry et al., The Secretariat’s Guide to ICC Arbitration (2012), para. 5-3.
[4] Ibid.
[5] Ibid.
[6] Ibid.
[7] J. Fry et al., The Secretariat’s Guide to ICC Arbitration (2012), para. 3-194.
[8] J. Fry et al., The Secretariat’s Guide to ICC Arbitration (2012), Foreword.
[9] J. Fry et al., The Secretariat’s Guide to ICC Arbitration (2012), para. 5-10.
[10] J. Fry et al., The Secretariat’s Guide to ICC Arbitration (2012), para. 5-4.
[11] J. Fry et al., The Secretariat’s Guide to ICC Arbitration (2012), para. 3-17.
[12] Ibid.
[13] E. Yang et al., Understanding the SIAC Arbitration Rules 2025, Understanding the SIAC Arbitration Rules 2025, DLA Piper (last accessed 21 November 2025).
