Dispute Resolution Policy

Sankofa Collective - Vendor Dispute Resolution

POLICY OVERVIEW

This Dispute Resolution Policy establishes procedures for resolving disagreements between Sankofa Collective and vendor partners. Both parties commit to resolving disputes efficiently, professionally, and cost-effectively through negotiation, mediation, and (if necessary) arbitration or litigation.

This policy applies to all disputes arising from or related to the Vendor Partnership Agreement and associated policies.

SECTION 1: GOOD FAITH REQUIREMENT

1.1 Commitment to Resolution

Both parties agree to:

Approach disputes in good faith with intent to resolve
Communicate openly, honestly, and respectfully
Focus on business interests rather than personal conflicts
Seek mutually beneficial solutions when possible
Escalate disputes through appropriate channels before litigation

1.2 Prohibition on Bad Faith Conduct

Neither party may:

Intentionally delay or obstruct resolution process
Make unreasonable demands solely to harass other party
Refuse to participate in required dispute resolution steps
Misrepresent facts or withhold relevant information
Use dispute process for improper purposes (intimidation, retaliation, etc.)

SECTION 2: TYPES OF DISPUTES

2.1 Operational Disputes

Examples:

Payment timing or amount disagreements
Product quality or defect claims
Shipping and delivery issues
Inventory return disputes
Order fulfillment disagreements

Resolution Path: Direct negotiation → Escalation → Mediation

2.2 Contractual Disputes

Examples:

Interpretation of partnership agreement terms
Breach of contract allegations
Termination disputes
Warranty or representation claims

Resolution Path: Direct negotiation → Mediation → Arbitration or Litigation

2.3 Intellectual Property Disputes

Examples:

Trademark infringement claims
Unauthorized use of branding or logos
Trade secret misappropriation
Copyright violations

Resolution Path: Direct negotiation → Mediation → Litigation (arbitration not required for IP disputes)

2.4 Confidentiality Disputes

Examples:

Alleged disclosure of Confidential Information
Scope of confidentiality obligations
Return or destruction of information

Resolution Path: Direct negotiation → Mediation → Litigation (expedited process for ongoing disclosures)

SECTION 3: DISPUTE RESOLUTION PROCESS (ESCALATION LADDER)

STEP 1: DIRECT NEGOTIATION (Required First Step)

Timeline: 10 business days

Process:

Party with concern initiates by written notice (email acceptable)
Email sent to: partnerships@sankofacollective.net (or vendor's designated contact)
Subject Line: "DISPUTE - [Brief Description]"
Notice must include:

Clear description of dispute
Relevant facts and timeline
Proposed resolution
Request for response within 5 business days

Recipient responds within 5 business days with:

Acknowledgment of dispute
Recipient's perspective
Counter-proposal or agreement to proposed resolution

Parties negotiate in good faith via email/phone for up to 10 business days

Outcome:

✅ Resolved: Parties document agreement in writing; dispute closed
❌ Unresolved: Proceed to Step 2 (Escalation)

STEP 2: ESCALATION (For Operational Disputes Only)

Timeline: 10 business days

Process:

Operational disputes escalated to senior management:

Sankofa: Founder/CEO or designated officer
Vendor: Owner/CEO or designated representative

Escalation meeting scheduled within 5 business days (video call or phone)
Meeting agenda:

Review facts and positions
Identify common ground
Explore creative solutions
Set deadline for resolution (typically 5 business days post-meeting)

Senior management attempts resolution through:

Direct discussion
Compromise proposals
Business relationship considerations
Long-term partnership value

Outcome:

✅ Resolved: Document agreement; dispute closed
❌ Unresolved: Proceed to Step 3 (Mediation)

Note: Contractual, IP, and confidentiality disputes skip this step and go directly from negotiation to mediation.

STEP 3: MEDIATION (Required Before Litigation/Arbitration)

Timeline: 30-60 days

Process:

3.1 Mediator Selection:

Parties mutually select neutral, qualified mediator within 10 business days
If no agreement: Use mediation service (JAMS, AAA, or local DC mediation service)
Mediator must have experience in commercial disputes
Cost: Split 50/50 between parties (typically $200-500/hour)

3.2 Mediation Preparation:

Each party submits mediation brief (5-10 pages) to mediator
Exchange briefs 5 days before mediation session
Gather supporting documents (invoices, contracts, correspondence, photos, etc.)

3.3 Mediation Session:

Location: Washington, DC (in-person preferred) or video conference
Duration: Typically 4-8 hours
Format:

Joint session: Both parties present positions
Private caucuses: Mediator meets separately with each party
Negotiation: Mediator facilitates settlement discussion
Agreement: If reached, documented in writing and signed

3.4 Confidentiality:

All mediation communications confidential
Cannot be used in later litigation or arbitration
Settlement agreement may be public (if required for enforcement)

Outcome:

✅ Settled: Written settlement agreement; dispute closed; parties comply with terms
❌ Not Settled: Proceed to Step 4 (Arbitration or Litigation)

STEP 4: ARBITRATION OR LITIGATION (Last Resort)

If mediation fails, dispute proceeds to:

OPTION A: BINDING ARBITRATION (For Contractual Disputes Under $50,000)

Process:

Administered by American Arbitration Association (AAA) Commercial Rules
Single arbitrator (mutually selected or AAA-appointed)
Location: Washington, DC
Decision final and binding (very limited appeal rights)
Each party pays own attorneys' fees unless agreement provides otherwise
Arbitration costs split 50/50

Advantages:

Faster than litigation (typically 3-6 months)
Less expensive than litigation
Private (not public record)
Flexible procedures

OPTION B: LITIGATION (For All Other Disputes)

Jurisdiction & Venue:

District of Columbia Superior Court (for disputes under $50,000)
U.S. District Court for D.C. (for disputes over $50,000 or federal questions)
Both parties consent to personal jurisdiction in D.C.

Process:

Standard civil litigation procedures
Discovery, motions, trial
Public record
Appeal rights available
Typical timeline: 12-24+ months

For Intellectual Property Disputes:

Either party may seek injunctive relief in any court of competent jurisdiction
No requirement to arbitrate IP disputes
Expedited hearing available for ongoing infringement

For Confidentiality Breaches:

Either party may seek immediate injunction
No requirement to exhaust other remedies first (mediation still encouraged but not required)

SECTION 4: EMERGENCY RELIEF

4.1 When Emergency Relief Available

For time-sensitive matters requiring immediate action:

Ongoing confidentiality breach
Intellectual property infringement
Product safety issues affecting customers
Irreparable harm occurring or imminent

Party may seek:

Temporary restraining order (TRO)
Preliminary injunction
Emergency arbitration (AAA offers expedited process)

Process:

File directly with court (skip mediation requirement)
Provide notice to other party (unless impossible)
Court hearing typically within 7-14 days
Mediation may still be required for underlying dispute

4.2 Not Subject to Mediation Requirement

Parties may proceed directly to court for:

Collection of undisputed debts (e.g., unpaid invoices with no quality dispute)
Enforcement of settlement agreements
Injunctive relief (TRO, preliminary injunction)
Small claims court filings (disputes under $10,000 in DC)

SECTION 5: DISPUTE RESOLUTION COSTS

5.1 Negotiation & Escalation

Costs:

Each party pays own costs (staff time, legal consultation)
No filing fees or third-party costs

5.2 Mediation

Costs:

Mediator fees: Split 50/50 (typically $1,000-3,000 total)
Attorney fees: Each party pays own
Travel costs: Each party pays own

Example:

Mediator charges $300/hour for 6-hour session = $1,800 total
Each party pays $900

5.3 Arbitration

Costs:

AAA filing fee: $200-2,000 (based on claim amount; split 50/50)
Arbitrator fees: Split 50/50 (typically $200-400/hour)
Attorney fees: Each party pays own (unless arbitrator awards fees to prevailing party)
Total typical cost: $3,000-10,000 per party

5.4 Litigation

Costs:

Court filing fees: $100-500 (plaintiff pays)
Attorney fees: Each party pays own (typically $10,000-50,000+ per party)
Discovery costs: Each party pays own
Total typical cost: $15,000-100,000+ per party (varies widely)

Attorneys' Fees Award:

D.C. law: Generally, each party pays own fees ("American Rule")
Exception: Contract may provide prevailing party recovers fees
Exception: Bad faith conduct may result in fee award

Vendor Partnership Agreement provision:

If dispute involves material breach, prevailing party may recover reasonable attorneys' fees
"Prevailing party" = party who substantially wins on central issue(s)

SECTION 6: STATUTE OF LIMITATIONS

6.1 Time Limits for Claims

Parties must initiate dispute resolution within:

Breach of Contract: 3 years from date of breach (or discovery of breach)

Payment Disputes: 3 years from date payment due

Product Quality/Returns: 1 year from date products received

Fraud/Misrepresentation: 3 years from date of discovery

Intellectual Property Infringement: 3 years from date of infringement

Confidentiality Breach: 3 years from date of breach

After time limit expires:

Claim barred and cannot be pursued
Exception: If breach continuing (e.g., ongoing infringement), new claim accrues each day

6.2 Tolling During Dispute Resolution

Statute of limitations paused during:

Mediation process (from notice of mediation through conclusion)
Arbitration process (once initiated)
Prevents either party from running out clock

SECTION 7: SETTLEMENT AGREEMENTS

7.1 Binding Settlement

All settlements must be:

In writing
Signed by authorized representatives of both parties
Include material terms (payment, actions required, timeline, confidentiality, etc.)
Specify dispute is fully resolved and released

Verbal settlements NOT enforceable until memorialized in writing.

7.2 Typical Settlement Terms

Common provisions:

Payment amount/schedule
Actions to be taken (product returns, content removal, etc.)
Release of claims (both parties release each other from liability for this dispute)
No admission of liability (settlement not admission of wrongdoing)
Confidentiality (terms of settlement remain confidential)
Continuation or termination of partnership

7.3 Enforcement

If party breaches settlement agreement:

Other party may enforce in court without additional mediation/arbitration
May seek damages for breach of settlement agreement
May seek specific performance (court order to comply with settlement)
May seek attorneys' fees and costs

SECTION 8: SPECIAL PROVISIONS

8.1 Multi-Party Disputes

If dispute involves third parties (e.g., customer, supplier, carrier):

Sankofa and Vendor still follow this policy for their bilateral dispute
May coordinate with third party's dispute process
May join third party in mediation/arbitration (with consent)

8.2 Class Action Waiver

Both parties waive right to:

Participate in class action lawsuits against other party
Pursue claims on behalf of others
Consolidate claims with unrelated parties

Each dispute must be pursued individually.

Exception: Regulatory or government actions (e.g., FTC investigation) not subject to this waiver.

8.3 Jury Trial Waiver

If dispute proceeds to litigation, both parties waive:

Right to jury trial
Disputes decided by judge only (bench trial)

Purpose: Faster, less expensive, more predictable outcomes.

SECTION 9: SPECIFIC DISPUTE SCENARIOS

9.1 Payment Disputes

Common issues:

Invoice amount disputed
Payment timing delayed
Quality-related payment hold

Resolution:

Vendor submits detailed claim with documentation (invoice, PO, shipping proof)
Sankofa reviews and responds within 5 business days
If unresolved: Escalate per Step 2
Mediation if needed

Typical resolution: Payment of undisputed amount immediately; disputed amount held pending resolution or placed in escrow.

9.2 Return/Refund Disputes

Common issues:

Dispute over cause of damage (carrier vs. packaging)
Disagreement on product defect
Value of returned products

Resolution:

Review Product Issue Claim Form and documentation
Consider third-party inspection (cost split 50/50)
Mediation if inspection doesn't resolve
Binding result of inspection (if agreed)

9.3 Termination Disputes

Common issues:

Legitimacy of termination cause
Calculation of final payment
Return of inventory or property

Resolution:

Review termination notice and supporting documentation
Escalation to senior management
Mediation required before arbitration/litigation
Focus on financial settlement and clean break

9.4 Intellectual Property Disputes

Common issues:

Unauthorized use of trademarks/logos
Trade secret misappropriation
Formulation infringement

Resolution:

Cease and desist letter (demand immediate stop)
Mediation (attempt settlement)
Litigation (may proceed immediately if mediation fails; injunction available)
IP disputes not subject to arbitration (either party may choose litigation)

SECTION 10: DOCUMENT RETENTION

For all disputes, parties must retain:

All relevant contracts and agreements
Invoices, purchase orders, and payment records
Correspondence (emails, letters, texts)
Photos, videos, and inspection reports
Shipping documentation
Any other evidence

Retention period:

During dispute: Until fully resolved and any appeal period expires
After resolution: Minimum 3 years
For litigation: Until final judgment and appeals exhausted

Destruction of evidence:

Prohibited once dispute arises or is reasonably anticipated
May result in adverse inference (court assumes destroyed evidence was unfavorable)
May result in sanctions or contempt

SECTION 11: CONFIDENTIALITY OF DISPUTE

11.1 Non-Public Disputes

Both parties agree to keep dispute confidential:

Do not disclose existence or details of dispute publicly
Do not discuss on social media or in press
Limit disclosure to employees/advisors with need to know
Maintain confidentiality during and after resolution

Exception: May disclose if required by law, court order, or regulatory inquiry (with notice to other party).

11.2 Settlement Confidentiality

Terms of settlement typically confidential:

Payment amounts not disclosed
Admissions (if any) not disclosed
May only disclose "parties reached settlement" (if asked)

Exception: Settlement may be public if necessary for enforcement or if both parties agree.

SECTION 12: POLICY UPDATES

Sankofa Collective reserves the right to update this Dispute Resolution Policy with 30 days written notice to all vendors.

Changes do NOT apply to:

Disputes already pending (existing process continues)
Claims that arose before updated policy effective date

SECTION 13: CONTACT INFORMATION

To Initiate Dispute Resolution:

Email: partnerships@sankofacollective.net
Subject Line: "DISPUTE - [Brief Description]"
Include: Detailed description, proposed resolution, request for response

For Questions About This Policy:

Email: partnerships@sankofacollective.net
Business Hours: Monday-Thursday, 9am-5pm EST

Last Updated: January 2026

Effective Date: Upon execution of Vendor Partnership Agreement

This policy works in conjunction with all other vendor policies.