A-Z Guide to Boilerplate and Commercial Clauses

Auteur

Mark Anderson is Managing Partner of Anderson Law LLP and is top-ranked as a leading individual in Chambers and Partners UK 2023 directory for both life science transactions and intellectual property. He is an Honorary Professor of Practice at the Faculty of Laws, University College London. Victor Woroner is a solicitor at Anderson Law LLP specialising in intellectual property and technology law. He is the principal author of Technology Transfer (4th Ed, Bloomsbury Professional).

Texte du rabat

Including 80 separate boilerplate clauses this title provides a practical guide to key issues in a range of common boilerplate and commercial clauses likely to occur in mainstream commercial agreements.

Résumé
'The work's strength lies in two main features. Firstit provides guidance by reference to numerous cases (some of which might well have been overlooked) for the purposes of assisting someone to draft a contract effectively. Secondly, it provides worked examplesit is very useful and I hope that it will reach a wider audience.' HH Humphrey Lloyd KC, former judge of the Technology and Construction CourtInternational Construction Law Review (Review of a previous edition) Do you need help with drafting standard contract clauses, but only have a few minutes? This book is an alphabetical, quick-access guide. It provides up-to-date, practical drafting advice on the purpose and effect of a wide range of the clauses in common use. The Fifth Edition covers major developments and includes new sections covering: - 'Good governance', eg compliance with health and safety, bribery and slavery laws - Revised and expanded sections dealing with: - Entire agreement clauses - Exemption clauses - Indemnities - Warranties This book includes: - A step-by-step commentary - Examples of best practice in different situations - Detailed notes on each type of boilerplate clause - A summary of relevant law, including statutory definitions and case law - Precedents supplied as an accompanying electronic download Comprehensive and organised for ease of use, this title guides the user through each clause, explaining its purpose, considering its relevance, and providing illustrative examples. This title is included in Bloomsbury Professional's Company and Commercial Law online service.

Contenu

1. Introduction 2. Acknowledgements 3. Affiliates, group companies and subsidiaries 4. Agency and partnership (denials of) 5. Agents for service 6. Agreeing to enter and signing an agreement (execution and signature block clauses) 7. Amendment or variation 8. Announcements 9. Appointment 10. Arbitration, alternative dispute resolution and the use of experts 11. Assignment and novation 12. Auditing, inspection and records 13. Best endeavours, reasonable endeavours and all reasonable endeavours 14. Breach 15. Capacity (and authority) 16. Charges 17. Commencement date 18. Completion 19. Conditions precedent and subsequent 20. Confidentiality 21. Consent 22. Consequences of termination (survival of terms) 23. Consultation 24. Consumer contracts 25. Contra proferentem 26. Contracts (Rights of Third Parties) Act 1999 27. Costs and expenses 28. Counterparts (or duplicates) 29. Covenants 30. Cumulative remedies 31. Currency 32. Data protection 33. Date of agreement 34. Deeds 35. Definitions 36. Deposits and part payments 37. Disclaimers 38. Entire and final agreement and acknowledgement of non-reliance 39. Exclusive, non-exclusive and sole 40. Exemption clauses 41. Expiry and termination at will 42. Force majeure 43. Freedom on information 44. Further assurance 45. Good faith 46. Indemnities 47. Indexation (inflation) 48. Insolvency (termination for) 49. Insurance 50. Intellectual property 51. Interest 52. Interpretation 53. Joint and several liability 54. Language 55. Law and jurisdiction 56. Months and other expressions of time 57. Net sales value (or net invoice price) 58. Notices 59. Option and right of first refusal 60. Parties 61. Payment terms 62. Priority of terms 63. Receipts 64. Recitals 65. Reporting 66. Representations 67. Retention of title 68. Schedules 69. Set-off and retention 70. Severance and invalidity 71. Stamp duty (and Stamp Duty Land Tax) 72. Sub-contracting 73. Subject to contract (and other denials of a legally-binding contract) 74. Successors and assigns 75. Termination for breach 76. Territory 77. Time of the essence 78. Title (or property) and risk 79. Undertakings 80. Value Added Tax 81. Waivers and releases 82. Warranties Appendix Boilerplate Agreement