"Endeavours" clauses, whether described as "all reasonable endeavours", "best endeavours" or "reasonable endeavours", have resisted a fixed definition in case law: their meanings are derived from the context of the relevant contract, rather than from decisions in previous cases. However, recent case law from Singapore and Australia has provided some general guidance on the interpretation of such clauses. This article examines these decisions and provides some practical tips for drafting such clauses.
This template non-disclosure agreement is for use where only one party will be disclosing confidential information to the other.
This template non-disclosure agreement is for use where two or more parties will be disclosing confidential information to each other.
This template Memorandum of Understanding/Heads of Terms is for use where parties wish to document the key principles that they intend will form the basis of their negotiations for a detailed, legally binding contract.
Contractual risk allocation tools are powerful, and therefore commonly subject to negotiation and litigation. However, counsel often overlooks or misjudges the provisions' complexities and impacts. Therefore, parties commonly find themselves facing more liability than they thought they bargained for. This article gives ten key tips to avoid common risk allocation drafting pitfalls and achieve legal and business objectives.
When drafting contracts, using indemnity provisions and insurance clauses should be more than just a “copy and paste” operation. Such clauses should be tailored to the specific needs of the contracting parties. This article provides tips on drafting effective indemnification provisions and insurance clauses in contracts involving the sale or purchase of goods and services.
Indemnities feature in many commercial contracts, but there are a number of common misconceptions about their nature, which can lead to surprising outcomes if claims under them are made or challenged. This article answers frequently asked questions, clears up some misunderstandings, and considers how the English courts have interpreted indemnities over the years. It also includes some drafting tips to help ensure the indemnity in your contract provides the protection you expect.
The Dutch Supreme Court decision of 5 April 2013, LJN BY8101 (Lundiform/Mexx), gave an important ruling about the interpretation of commercial contracts that potentially reduces commercial certainty. The ruling reduces the emphasis on the specific wording of a contract, even if it contains an “entire agreement clause” and makes it clear that the courts will consider other factors if it can be shown that the contract does not express the parties’ intentions.
Get your pencils ready and don't be shy, because this program is not a panel of speakers telling you how to draft and negotiate a contract. Instead, you’ll get hands on experience with your peers on drafting those challenging provisions facing in-house counsel. Additionally, through interactive discussions, you will share and learn from your colleagues best practices on how a legal department can become a better facilitator in the contracting process within your organization.
This is a sample equipment lease agreement which includes clauses on rent, term, and equipment.