A-Z Guide to Boilerplate and Commercial Clauses (4th Edition)

Description

Need help with contract clauses, but only got a few minutes?

An alphabetical, quick-access guide to all you need to know: The purpose and effect of common clauses, explaining the relevance of each, with illustrative examples.

Now covers

• The meaning of:
  • ‘Breach’
  • ‘Substantial’ and ‘material’ in clauses for termination
  • ‘Beyond reasonable control’ in force majeure cases
• When a priority of terms clause will operate
• Whether rules applying to penalties also apply to deposits
• The legal effectiveness of ‘no amendment’ or ‘no variation’ clauses
• Legal frameworks and how the courts will view such clauses during a dispute
• New legislation such as the Consumer Rights Act 2015, the General Data Protection Regulations 2016 and the Trade Secrets Directive

Also 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 available as electronic downloads

This title is included in Bloomsbury Professional’s Company and Commercial Law online service.

Table of Contents

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

Authors Biography

Mark Anderson is Managing Partner of Anderson Law LLP and is top-ranked as a leading individual in Chambers & Partners Directory UK 2022 for both life science transactions and intellectual property. He is a visiting professor at the Faculty of Laws, University College London, and a member of the Council of the Law Society of England and Wales, representing Business and Commercial Law. He has over 35 years’ experience of drafting, negotiating and advising on commercial contracts. Most of his clients are technology-based companies and universities, based in the UK, continental Europe and the United States.
Together with other members of Anderson Law, Mark is the author of several legal textbooks, loose-leaf works and volumes of legal encyclopaedias in the areas of intellectual property and commercial law including A-Z Guide of Boilerplate and Commercial Clauses (4th Ed), Technology Law (4th Ed) and Macdonald’s Exemption Clauses and Unfair Terms (3rd Ed) published by Bloomsbury Professional.

Victor Woroner is a solicitor at Anderson Law LLP specialising in intellectual property and technology law. He is the principal author of Technology Transfer (Bloomsbury Professional), several volumes of Encyclopaedia of Forms and Precedents, Drafting Confidentiality Agreements (Law Society) and the Execution of Documents (Law Society). He is also a co-author with Mark Anderson of A-Z Guide to Boilerplate and Commercial Clauses (Bloomsbury Professional), a companion volume to Drafting and Negotiating Commercial Contracts, and Macdonald’s Exemption Clauses and Unfair Terms (3rd Ed).