Clauses

Clauses guidance:

1 Announcements—short form No announcement or other public disclosure concerning this agreement or any of the matters contained in it shall be made by, or on behalf of, a...

Precedents

1 Assignment—prohibited without consent 1.1 No party may assign, sub-contract or encumber any right or obligation under this agreement, in whole or in part, without the...

Precedents

BACKGROUND (A) [insert relevant details of the background to the agreement] (B) [insert relevant details of the background to the agreement]

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1 Confidentiality clause—mutual—using in-clause definitions Authorised Persons has the meaning given to it in clause 1.1; Confidential Information has the meaning given...

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1 Conflict with other agreements—single agreement If there is a conflict between the terms of this Agreement and the terms of [insert name of other agreement], the terms...

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1 Conflict within an agreement—agreement prevailing over schedules and appendices If there is a conflict between the terms of this agreement and the terms of the...

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1 Costs and expenses—each party to bear its own—short form Each party will pay its own costs and expenses incurred in connection with the negotiation, preparation,...

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1 Counterparts—agreement 1.1 This agreement may be signed in any number of separate counterparts, each of which when signed and dated shall be an original, and such...

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1 Definitions and interpretation 1.1 In this Agreement: Affiliate means any entity that directly or indirectly Controls, is Controlled by or is under common Control with,...

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1 Entire agreement—short form 1.1 This agreement[ and [any documents entered into pursuant to it OR [insert name[s] of specific document[s]]]] constitute[s] the entire...

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1 Further assurance 1.1 Each of the parties shall[, at its own cost and expense, OR , at the request, cost and expense of the other party,][use its reasonable endeavours...

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1 Governing law This agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation [(including non-contractual disputes or...

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1 Jurisdiction—reciprocal The parties irrevocably agree that the courts of [England and Wales OR [insert details of alternative jurisdiction]] shall have [exclusive OR...

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1 Language—long form 1.1 This Agreement is made in [the English language OR both in the English language and in the [insert] language]. 1.2 Each document, notice, waiver,...

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1 No partnership or agency—short form Nothing in this agreement constitutes, or will be deemed to constitute, a partnership between the parties nor make any party the...

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1 Notices—long form 1.1 Any notice [or other communication] given by a party under this agreement shall be: 1.1.1 in writing and in English; 1.1.2 signed by, or on behalf...

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This Agreement is made on [date] Parties 1 [insert name of party] [of OR trading as [insert trading name] of OR a firm whose principal place of business is OR [an LLP OR...

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1 Rights and remedies 1.1 [Except to the extent expressly provided otherwise in this agreement,][T OR t]he rights and remedies given to the parties in this agreement are...

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1 Rights of third parties (third party rights excluded, save as specifically provided) 1.1 [Except as [provided in clause 1.3 OR provided in [insert clause numbers of the...

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1 Set-off permitted by either party Each party may set off any amount that the other party owes it under this agreement[ or otherwise] against any amount it owes to the...

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1 Severance 1.1 If any provision of this agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability...

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1 Survival of Completion This agreement shall (except for any obligation fully performed prior to, or at, the [Completion Date OR [insert appropriate defined term]])...

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1 Survival of termination—general Any clauses in this agreement that are expressly stated[, or by implication intended,] to apply after [expiry or] termination of this...

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Testimonium—simple contract Agreed by the parties on the date set out at the beginning of this Agreement Testimonium—deed Executed as a deed by the parties[ and...

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1 Variation No variation of this agreement shall be valid or effective unless it is in writing, refers to this agreement and is duly signed or executed (as the case may...

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1 Waiver—long form 1.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this agreement shall operate as a...

Precedents
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