The Agent shall send his invoices on a calendar quarter basis and the Principal shall pay within 15 (fifteen) days of receipt thereof. Miscellaneous 18.1. 4. Failure by the Investor to respond to the Investor Offer Notice prior to the expiry of the Investor Acceptance Period shall be deemed to constitute the election by the Investor to not exercise its rights under this Clause. All the payments made under this Agreement shall be subject to deduction of tax at source under applicable tax laws. 8. Notice shall be sent to Distributor at the address set forth below and to the Company at its registered office, or such other address as either party may specify to the other in writing. The parties should be barred from using each others IPRs, unless required in pursuance of the agreement. 6.2.3 The CFO shall be responsible for the financial affairs of the JVC. Contracts and Commitments (a) No party with which the Company has entered into any material contract has given notice of intention to terminate or repudiate the contract. Resumption of Performance: During the period of Force Majeure, the Affected Party shall in consultation with the other Party, make all reasonable efforts to mitigate the effects of the Force Majeure Event and make efforts to keep performing its obligations which are not affected by the Force Majeure Event. 5.7 If the Indemnitor fails to honor a timely request for indemnification and has a binding legal obligation to do so, the Indemnitee shall be entitled 386 Practical Guide to Drafting Commercial Contracts to all costs (including reasonable attorneys' fees) incurred in the enforcement of its indemnification rights. For example, there may be (i) two Lessors (joint owners) and one Lessee in a Lease Agreement; or (ii) 5 Shareholders and 1 Target company in an Investment Agreement; or (iii) 1 Company and 3 Employees in a Settlement Agreement. The Parties acknowledge that in some events, certain aspects of this Agreement, including the text of this Agreement (other than the commercial terms) may be required to be disclosed by applicable law. It is, therefore, advisable to have clarity and unanimity among the parties regarding the governing law and jurisdiction. All the parties are required to use a click of the button appropriate for the terms and conditions. For example, if no assignment is allowed to one or more parties under the agreement, the question of a permitted assignee does not arise in relation to such party / parties. 11. Further, the lock-in may operate against one party or some or all the parties, depending on the nature of the agreement and negotiation among the parties. CHAPTER 7 DESCRIPTION AND AUTHENTICATION OF PARTIES Chapter 7 Once you have given a title to the agreement and incorporated the date and place of execution, now comes the part where you list the parties to the agreement. Use an offer-concession strategy - You need to negotiate in a manner that leaves the other party feeling that they have made a good deal. From the Effective Date through to Closing Date and except as otherwise provided in this Agreement, the Company shall not, and the Promoter shall procure that the Company shall not, without the prior written consent of the Investor: (a) take any decisions or actions (whether in any Board Meeting, meeting of a committee of Directors, general meeting, through any resolutions by circulation or otherwise) in relation to any of the Affirmative Voting Matters; or (b) suffer or permit any change in the management or constitution of the Board which may lead to a change in Control of the Company. If the parties wish to deviate from any understanding in the preliminary document, they have to inform you regarding the change. Moreover, it teaches readers how to adapt existing contracts and forms to the specific needs of their client--as is frequently done by lawyers in legal practice. Even the parties were not defined as Seller and Purchaser (remember first party, second party?). People find it more convenient and economical to carry these transactions from the comfort of their home, office, caf or anywhere for that matter, which is merely a few clicks away. LLP means the Limited Liability Partnership formed in the name of ___________ LLP pursuant to this Agreement. 11.3. Representations and warranties are assurances that one party gives to another party in an agreement. At the outset of their commercial relationship, the parties to an agreement should agree as to which place, State or countrys laws shall govern the respective rights and obligations of the parties and which Courts and authorities would have jurisdiction over any disputes arising out of the agreement. 4.3.3 The Company shall pay applicable stamp duty on the certificate(s) evidencing the Subscription Shares Tranche 1. 7.4.4 The Company will pay the Supplier for its post-termination assistance at a rate as agreed by the Parties. All expenses related to such defence shall be borne by the Company and/or the Promoter. Profit and Loss Share of Partners 26.1 The Net profit of the LLP arrived at after providing for and deduction of all the costs, charges, expenses, liabilities, debts and taxes shall be divided and distributed between the Partners in the following proportion: ABC __% XYZ __% 26.2 On the cessation of business of the LLP, all the lawful outstanding dues of the secured and unsecured creditors shall be first paid and all the other lawful liabilities of the LLP shall be cleared. The flow of the agreement should be smooth and seamless, as if one is watching a new movie or participating in a dialogue. Role Name On-Site / Off-site Zebra Location Developer Location Standard Hourly Rate Discounted Rate to Zebra Total Days/ Hours Extended Rate to Zebra Total Services Fees: $ Total Maximum Expenses : $ Total Maximum Services Fees and Expenses: $ * indicates key personnel 5. If the other party is convinced and relies on it, it brings the parties closer to executing the agreement and initiating their relationship. Practical Guide to Drafting Commercial Contracts is a concise handbook enumerating the key aspects pertaining to drafting effective commercial agreements. All taxes owed by the Company (whether or not shown on any tax return) have been paid or provided for in the Companys financial statements. Prof. (Dr) Vivek Khare, Registrar & Dean, Jagran Lakecity University a supreme work in its class written in a format well suited to all the audiences ranging from students to the professionals has covered all the basic conceptsin a very simple yet exhaustive manner. The ESOP may, if so decided by the Board, be managed by an ESOP trust or by an ESOP advisory committee to be formed by the Board on the Shareholders Agreement 413 terms of reference determined by the Board and the first of such terms of reference framed and adopted being acceptable to the Investor. This can also be a result of using multiple templates and assembling their definitionsand not all the clauses or defined terms are used in your draft. CHAPTER 25 SURVIVAL OF CERTAIN CLAUSES Chapter 25 Even if the agreement comes to an end by way of its expiry or termination, the parties may be particular about survival of certain provisions under the agreement. CHAPTER 16 GENERAL PROVISION FIRST, THEN EXCEPTIONS Chapter 16 While working on any draft, you should start with writing the basic premise or rule, that is, a general provision regarding a right, obligation, activity of a party, etc. Relationship of the Parties: The Parties are independent contractors and nothing in this Agreement creates a joint venture, partnership or relationship of agency between the Parties, and except as expressly authorized herein, neither Party has any authority to act, make representations, or contract on behalf of the other Party. 10. However, parties cannot stipulate anything in the agreement that is illegal or against public policy. 18.9. The call option is to be exercised within a period of 3 months from the expiry of a period of 21 months of the Closing. (c) On receipt of the Promoter ROFO Acceptance Notice, the Transferring Investor shall be entitled to Transfer the Promoter ROFO Shares (i) to the Promoter ROFO Offeree at the Promoter ROFO Price, or (ii) to a non-Affiliated Third Party at a price not lower to the price offered by the Promoter ROFO Offeree in the Promoter ROFO Acceptance Notice. It goes to the extent that it is said (metaphorically, I suppose) that the Indian society was so just and fair that even a lion and a goat could have water from the same pool. IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized officers to be effective as of the Effective Date. Confidential Information: 14.1 Each Party may disclose certain non-public information which is confidential in nature to the other Party that is marked as confidential or disclosed under circumstances reasonably indicting its confidentiality. Intellectual Property 12.1. Thereafter, the parties agree on the scope of representations and warranties and indemnities. Normally, a business does this by advertising and making the world aware of its products and services. (c) ABC will provide technical assistance and know-how to the JVC to produce the Products with proper standards. Ms. A is also the Managing Director and Chief Executive Officer of the said company. I recommend this book to all involved with drafting, vetting or litigating contracts. Hasit Seth Counsel, High Court of Bombay In todays world, every commercial transaction needs to be backed by an agreement. A Party seeking to commence arbitration under this Clause shall first serve a written notice, specifying the matter or matters to be so submitted to arbitration, on the other Parties. Having said that, a draftsman should approach negotiation not as a competition, but as a compromise in which everyone leaves the table feeling happy, respected and satisfied. The aggregate liability of the Service Provider in respect of any claims, losses, costs or damages arising out of or related to this Agreement shall not exceed the fees received by the Service Provider under this Agreement or Rs. Miscellaneous agreements Some other typical examples of e-contracts are non-disclosure agreements, software development agreements, software license agreements, distribution agreements, escrow agreements, etc. It incorporates limitation of liability clause in its favour to limit its exposure from the first draft itself. In fact, it would be a cause of concern if computers were smarter than humans. The office premises are owned by the Target. In the event that the greater (in value) of the Preliminary Valuations (Greater Preliminary Valuation) is equal to or less than 120% (one hundred twenty percent) of the lesser (in value) of the Preliminary Valuations (Lesser Preliminary Valuation), then the average of the 2 (two) Preliminary Valuations shall be the FMV. No tax authority has issued any notice or is asserting or threatening to assert against the Target, any deficiency in payment or claim for additional or unpaid taxes. 2.4.2 Such Relationship Managers shall interact on a periodic basis, either through meetings or by telephone conference, to review the status of the performance of the Development Services and to review any issues related to such performance as may arise from time-to-time during the course of dealing between the Parties. 5. Promoters Director shall have the meaning ascribed to it in Clause 8.1.1. Intellectual Property Rights 7.1 Any copyrightable works prepared by Mr. Chopra within the scope of his employment shall be works for hire under the Copyright Act in India and under international copyright laws. However, this may not hold good in all the cases. cease to be effective from the date of such execution. However, there is a minor difference in the meaning of the terms in certain context particularly in the context of dealing with the available remedies. Legitimacy A negotiator cannot exploit the other parties involved in the process to benefit his or her client. No one-size-fits-all works for corporate / commercial transactions. (ix) File, admit, refuse or withdraw any claims or legal proceedings on behalf of the LLP. 9. (ii) It is a corporation that has been duly incorporated or organized and is validly existing and in good standing. The Client is not obligated to pay the disputed invoice until the dispute is resolved by the Parties amicably. 6. A well drafted contract can serve the exact purpose and ensure optimum protection of the parties interests and would rarely lead to disputes. 8.2.4 All resolutions and decisions of the Board shall be taken by majority vote of the Directors present or represented at the meeting. Written Waivers. An agreement binds parties to one another. In the case of an e-contract, an electronic signature comes into play. The chairperson of the Board shall not have a casting vote. Subsequently, if a dispute arose as to the meaning or true construction of a term in the charter party contract, the parties would ask the shipbrokers to submit the point to a senior shipbroker at the Baltic Exchange to give his decision, which would be honoured. Alternate Directors: Any Director appointed to the Board shall be entitled to nominate an alternate Director to attend and vote at Board Meetings in his absence. (ii) The Investor may require the removal of the Investor Board Nominees at any time, and may at any time nominate another individual in place of a removed Investor Board Nominee, and all Shareholders shall exercise their rights to ensure the removal and appointment of the Investor Board Nominee as aforesaid. This constituted the so called black Chapter 5] Part 4Before you Draft 41 money. We bargain with our vegetable vendor, in electronic showrooms, with banks (for reduced interest rates or waiving processing fee on loans), with prospective employers for better remuneration and working conditions and so on. The underlying idea behind a lock-in clause is to ensure that a party is not irrevocably bound by the clause provided it compensates the non-breaching party. 298 Practical Guide to Drafting Commercial Contracts 13.2 Governing Law and Jurisdiction: 13.2.1 This Agreement shall be governed by and construed in accordance with the laws of __________. 2. Your reader is bound to get a movie-goers experience mentioned above, if you provide him with a medley of drafts squeezed into one. If a Party is unable to subscribe to all or part of its entitlement of the additional Shares, such Party shall notify the JVC and the other Party of the extent of its inability. A website order form or e-mail is a common acceptance method in the field of e-commerce, but sometimes there is a lag between the acceptance and its receipt or non-receipt by the Offeror. General 13.1 Relationship between the Parties. Subscription to the Subscription Securities Subject to the terms of this Agreement, upon completion of the Conditions Precedent, and based on the Warranties, on the Closing Date, the Investor hereby agrees to subscribe to, and the Company hereby agrees, and the Promoter hereby agrees to cause the Company, to allot and issue to the Investor, the Subscription Securities, in consideration for which the Investor shall pay the Subscription Amount to the Designated Bank Account of the Company. 12. The Company has no Tax liability arising out of any matter up to Closing except as disclosed and reserved for on its balance sheet. 8. However, for some reason, protection of these intellectual property rights (IPRs) is not always a top priority when running a business. 7. 7. Such information may be provided electronically through network access by the Developer to Zebras information systems or through actual delivery of materials to the Developer. 20. 13.6 Independent Rights. Indemnification: 5.1 IPR Indemnification: The Licensor shall defend and hold harmless the Licensee against any third party claim that the Software infringes any Intellectual Property Right of such third party under the laws of the Territory (Infringement Claim) and indemnify Licensee from the resulting costs and damages (including reasonable attorney fees and court expenses) finally awarded against Licensee to such third party by a court of competent jurisdiction or agreed to in settlement. Approval or adoption of, and any material deviations from the Annual Budget or Business Plan in excess of 10% (ten) percent in a single transaction or a series of transactions; 8. Special thanks to my research team - Baswanth Mohan and Shayonee Dasgupta in particular. If different parties are executing the agreement separately and / or on different dates, there need not be any mention of date in the opening line and the parties may indicate the date of their respective execution at the signing page.
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