Contract automation (create your own)
Book: Cross-border contracting
Contracts and (cross border) contracting
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Contracts and (cross border) contracting
1.1 What is a contract? and how to structure it
(a) A common structure for a contract (building blocks)
(i) First part of an agreement: what to include and what to avoid.
(ii) Background clauses (preamble)
(iii) Body paragraphs (articles)
(iv) Schedules, annexes, exhibits
(b) An ‘informal’ format: letter agreements
1.2 How to interpret contracts
(a) Legal cultures and determinative interpretation factors
(b) Statutory guidelines on contract interpretation
(c) Contractual guidelines on interpretation of the contract
1.3 Pre-contractual agreements
(a) Non-disclosure agreements
(i) Purpose
(ii) Confidentiality
(b) Memorandum of understanding (MOU), Letters of intent (LOI)
1.4 Legal tech: contract automation, and contract lifecycle management
(a) Contract automation (automated contract creation)
(b) Legal tech and contract negotiations
(c) Contract lifecycle management (CMS / CLM)
The ITC model contracts
2.1 Alliances and joint ventures
(a) International contractual alliance
(b) International corporate joint venture
(i) Establishment of the JVC
(ii) Party contributions and management of the JVC
(iii) Termination of the JVC
2.2 Sales and supply contracts
(a) International commercial sale of goods
(b) International long-term supply of goods
2.3 International provision of services
(a) International supply of services
(b) International manufacture agreement
2.4 Supply chain: distribution and agency
(a) International distribution of goods
(b) International commercial agency
2.5 Trademark licence agreement
How to draft clear and precise contracts
3.1 General principles of contract drafting
(a) Delete unnecessary words
(b) Consistency
(c) Avoid all ambiguity
3.2 Using vague terms in contracts
(a) 'Reasonable'
(b) 'Materially'
(c) ‘Substantially’
3.3 ‘Best efforts’ or ‘reasonable endeavours’ in contract provisions
3.4 Defined terms and definitions – best practices
(a) Best practices of using defined terms
(b) Best practices of place and presentation of defined terms
(c) Best practices of drafting a definition
3.5 How to write numbers, refer to a time and to a date
(a) Best practice rules on drafting numbers
(b) References to dates
(c) References to time
Explaining certain types of clauses
4.1 Conditions
4.2 Covenants
4.3 Change of circumstances (hardship)
4.4 Force majeure
4.5 Warranties (and conformity)
4.6 Limitation-of-liability clauses
(i) Carve-out for essential obligations
4.7 Confidentiality clauses
4.8 Miscellaneous boilerplate clauses
(a) Amendments
(b) Assignment
(c) No subcontracting
(d) Severability (effect of invalid or unenforceable provisions)
(e) Waivers
(f) Entire agreement (merger) clauses
(g) Further assurance (duty to cooperate)
(h) Independent contractors (‘no partnership established’)
(i) Time is of the essence
(j) Language (translations)
(k) Counterparts
4.9 Applicable law and dispute resolution clauses
(a) Applicable law (choice-of-law clauses)
(b) Failing a choice of law (the lex causae)
(c) Dispute resolution provisions
(i) Court or arbitration?
(ii) Choices of court
(iii) Arbitration or expert determination?
(iv) Expert-determination clauses
(v) Arbitration institute or `ad hoc` arbitration?
(vi) Drafting an arbitration clause – points of attention
(vii) Mediation and escalation
Legal aspects
5.1 Unidroit principles of international commercial contracts
(a) Freedom of contract
(b) Good faith (and fair dealing)
(i) ‘Good faith’ as a fundamental legal principle
(ii) Abuse of rights
(iii) Good faith and fair dealing in international trade
(iv) The mandatory nature of the principle of good faith and fair dealing
(c) Inconsistent behaviour (‘venire contra factum proprium’)
(d) Practices and usages
5.2 Vienna Convention on contracts for the international sale of goods (CISG)
(a) Scope of application and general provisions
(b) Passing of ownership and risk
(c) Fundamental breach: required for avoidance (termination)
(d) Product conformity, fitness for purpose
(e) Payment in advance and milestone payments
(f) Obligations of the buyer
(g) Remedies for breach of contract
5.3 Incoterms 2010
(a) History
(b) Obligations of the parties visualised
(c) Structure of the Incoterms
(d) A few particularities
5.4 Payment conditions (documentary collection, L/Cs, bank guarantees)
(a) URC 522: documentary collection (D/P and D/A)
(b) UCP600: letters of credit (L/Cs)
(c) ISP98: Standby practices
(d) URDG: demand guarantees
(e) Payment in advance and milestone payments
5.5 Intellectual property law
(a) General concepts in intellectual property law
(b) Trademarks
(i) Franchising – a few notes
(c) Copyright
(d) Know-how and trade secrets
(e) Patents
(i) Inventions and patent criteria
(ii) Temporal aspects (prior art, grace period, prior use and patent duration)
(iii) Utility patents
(f) Software
(i) What is ‘software’?
(ii) Software licence models, SaaS
(iii) Software licences
(iv) Maintenance & support (M&S)
(g) Licensing intellectual property
(i) Core licence clause
(ii) Licence elements
(iii) Royalties
5.6 Competition (‘antitrust’) law
(a) Horizontal agreements (arrangements between competitors)
(i) Price-fixing and imposing conditions on supply
(ii) Market partitioning (market allocation)
(iii) Joint ventures and alliances
(iv) Customer or supplier boycotts
(v) Participation in trade associations
(b) Vertical agreements
(i) Common vertical restraints
(ii) Common violations in vertical agreements
(iii) EU assessment criteria of possible violation (market dominancy)
(c) Abuse of a ‘dominant position’ (‘monopolisation’)
(i) Discrimination and differentiation of sales conditions
(ii) Imposing exclusive or excessive minimum purchase commitments
(iii) Rebates
(iv) Unfair or predatory pricing
(d) Tying and bundling
(e) Public procurement and tenders
(f) The legal framework
4.9 Applicable law and dispute resolution clauses
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Book
Read the book here…
Contracts and (cross border) contracting
▼
1.1 What is a contract? and how to structure it
▼
(a) A common structure for a contract (building blocks)
▼
(i) First part of an agreement: what to include and what to avoid.
(ii) Background clauses (preamble)
(iii) Body paragraphs (articles)
(iv) Schedules, annexes, exhibits
(b) An ‘informal’ format: letter agreements
1.2 How to interpret contracts
▼
(a) Legal cultures and determinative interpretation factors
(b) Statutory guidelines on contract interpretation
(c) Contractual guidelines on interpretation of the contract
1.3 Pre-contractual agreements
▼
(a) Non-disclosure agreements
▼
(i) Purpose
(ii) Confidentiality
(b) Memorandum of understanding (MOU), Letters of intent (LOI)
1.4 Legal tech: contract automation, and contract lifecycle management
▼
(a) Contract automation (automated contract creation)
(b) Legal tech and contract negotiations
(c) Contract lifecycle management (CMS / CLM)
The ITC model contracts
▼
2.1 Alliances and joint ventures
▼
(a) International contractual alliance
(b) International corporate joint venture
▼
(i) Establishment of the JVC
(ii) Party contributions and management of the JVC
(iii) Termination of the JVC
2.2 Sales and supply contracts
▼
(a) International commercial sale of goods
(b) International long-term supply of goods
2.3 International provision of services
▼
(a) International supply of services
(b) International manufacture agreement
2.4 Supply chain: distribution and agency
▼
(a) International distribution of goods
(b) International commercial agency
2.5 Trademark licence agreement
How to draft clear and precise contracts
▼
3.1 General principles of contract drafting
▼
(a) Delete unnecessary words
(b) Consistency
(c) Avoid all ambiguity
3.2 Using vague terms in contracts
▼
(a) ‘Reasonable’
(b) ‘Materially’
(c) ‘Substantially’
3.3 ‘Best efforts’ or ‘reasonable endeavours’ in contract provisions
3.4 Defined terms and definitions – best practices
▼
(a) Best practices of using defined terms
(b) Best practices of place and presentation of defined terms
(c) Best practices of drafting a definition
3.5 How to write numbers, refer to a time and to a date
▼
(a) Best practice rules on drafting numbers
(b) References to dates
(c) References to time
Explaining certain types of clauses
▼
4.1 Conditions
4.2 Covenants
4.3 Change of circumstances (hardship)
4.4 Force majeure
4.5 Warranties (and conformity)
4.6 Limitation-of-liability clauses
▼
(i) Carve-out for essential obligations
4.7 Confidentiality clauses
4.8 Miscellaneous boilerplate clauses
▼
(a) Amendments
(b) Assignment
(c) No subcontracting
(d) Severability (effect of invalid or unenforceable provisions)
(e) Waivers
(f) Entire agreement (merger) clauses
(g) Further assurance (duty to cooperate)
(h) Independent contractors (‘no partnership established’)
(i) Time is of the essence
(j) Language (translations)
(k) Counterparts
4.9 Applicable law and dispute resolution clauses
▼
(a) Applicable law (choice-of-law clauses)
(b) Failing a choice of law (the lex causae)
(c) Dispute resolution provisions
▼
(i) Court or arbitration?
(ii) Choices of court
(iii) Arbitration or expert determination?
(iv) Expert-determination clauses
(v) Arbitration institute or `ad hoc` arbitration?
(vi) Drafting an arbitration clause – points of attention
(vii) Mediation and escalation
Legal aspects
▼
5.1 Unidroit principles of international commercial contracts
▼
(a) Freedom of contract
(b) Good faith (and fair dealing)
▼
(i) ‘Good faith’ as a fundamental legal principle
(ii) Abuse of rights
(iii) Good faith and fair dealing in international trade
(iv) The mandatory nature of the principle of good faith and fair dealing
(c) Inconsistent behaviour (‘venire contra factum proprium’)
(d) Practices and usages
5.2 Vienna Convention on contracts for the international sale of goods (CISG)
▼
(a) Scope of application and general provisions
(b) Passing of ownership and risk
(c) Fundamental breach: required for avoidance (termination)
(d) Product conformity, fitness for purpose
(e) Payment in advance and milestone payments
(f) Obligations of the buyer
(g) Remedies for breach of contract
5.3 Incoterms 2010
▼
(a) History
(b) Obligations of the parties visualised
(c) Structure of the Incoterms
(d) A few particularities
5.4 Payment conditions (documentary collection, L/Cs, bank guarantees)
▼
(a) URC 522: documentary collection (D/P and D/A)
(b) UCP600: letters of credit (L/Cs)
(c) ISP98: Standby practices
(d) URDG: demand guarantees
(e) Payment in advance and milestone payments
5.5 Intellectual property law
▼
(a) General concepts in intellectual property law
(b) Trademarks
▼
(i) Franchising – a few notes
(c) Copyright
(d) Know-how and trade secrets
(e) Patents
▼
(i) Inventions and patent criteria
(ii) Temporal aspects (prior art, grace period, prior use and patent duration)
(iii) Utility patents
(f) Software
▼
(i) What is ‘software’?
(ii) Software licence models, SaaS
(iii) Software licences
(iv) Maintenance & support (M&S)
(g) Licensing intellectual property
▼
(i) Core licence clause
(ii) Licence elements
(iii) Royalties
5.6 Competition (‘antitrust’) law
▼
(a) Horizontal agreements (arrangements between competitors)
▼
(i) Price-fixing and imposing conditions on supply
(ii) Market partitioning (market allocation)
(iii) Joint ventures and alliances
(iv) Customer or supplier boycotts
(v) Participation in trade associations
(b) Vertical agreements
▼
(i) Common vertical restraints
(ii) Common violations in vertical agreements
(iii) EU assessment criteria of possible violation (market dominancy)
(c) Abuse of a ‘dominant position’ (‘monopolisation’)
▼
(i) Discrimination and differentiation of sales conditions
(ii) Imposing exclusive or excessive minimum purchase commitments
(iii) Rebates
(iv) Unfair or predatory pricing
(d) Tying and bundling
(e) Public procurement and tenders
(f) The legal framework
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