A-Z Guide to Boilerplate and Commercial Clauses

by Mark Anderson, Victor Woroner

Overview

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.

Product Details

ISBN-13:	9781526500625
Publisher:	Bloomsbury Publishing
Publication date:	10/18/2017
Series:	Criminal Practice Series
Sold by:	Barnes & Noble
Format:	eBook
Pages:	704
File size:	902 KB

About the Author

Mark Anderson is Managing Partner of Anderson Law. He drafts, negotiates and advises on commercial agreements and has over 30 years' experience as a commercial and intellectual property lawyer. Mark's clients include commercial companies (both publicly-quoted and private companies, including SMEs), professional service firms (including overseas law firms), universities, hospitals and other charities, funding bodies, investors, and individual inventors and entrepreneurs. His clients are based mostly in England and Wales, but also in Continental Europe, North America and Australasia.

Victor Warner is a solicitor and consultant with Anderson Law. Victor is the lead author of several legal textbooks and loose-leaf works produced by Anderson Law, including Drafting and Negotiating Commercial Contracts (4th Ed) and Technology Law (3rd Ed) both published by Bloomsbury Professional.
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).

Table of Contents

Introduction;
Affiliates, group companies and subsidiaries;
Agency, partnership and joint venture (denials of);
Agents for service;
Agreeing to enter and signing an agreement (execution and signature block clauses);
Amendment or variation;
Announcements;
Appointment;
Arbitration, alternative dispute resolution and the use of experts;
Assignment and novation;
Auditing, inspection and records;
Best endeavours, reasonable endeavours and all reasonable endeavours;
Breach;
Capacity (and authority);
Charges;
Commencement date;
Completion;
Conditions precedent and subsequent;
Confidentiality;
Consent;
Consequences of termination (survival of terms);
Consultation;
Consumer contracts;
Contra proferentem;
Contracts (Rights of Third Parties) Act 1999;
Costs and expenses;
Counterparts (or duplicates);
Covenants;
Cumulative remedies;
Currency;
Data protection;
Date of agreement;
Deeds;
Definitions;
Deposits and part payments;
Disclaimers;
Entire and final agreement and acknowledgement of non-reliance;
Exclusive, non-exclusive and sole;
Exemption clauses;
Expiry and termination at will;
Force majeure;
Freedom of information;
Further assurance;
Good faith;
Indemnities;
Indexation (inflation);
Insolvency (termination for);
Insurance;
Intellectual property;
Interest;
Interpretation;
Joint and several liability;
Language;
Law and jurisdiction;
Months and other expressions of time;
Net sales value (or net invoice price);
Notices;
Option and right of first refusal;
Parties;
Payment terms;
Priority of terms;
Receipts;
Recitals;
Reporting;
Retention of title;
Schedules;
Set-off and retention;
Severance and invalidity;
Stamp duty (and Stamp Duty Land Tax);
Sub-contracting;
Subject to contract (and other denials of a legally-binding contract);
Successors and assigns;
Termination for breach;
Territory;
Time of the essence;
Title (or property) and risk;
Value Added Tax;
Waivers and releases;
Warranties;
Appendix Boilerplate Agreement.