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Contractual Risk Allocation Clauses
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Time is of the Essence Clause
This clause stipulates that the timing of certain actions or parts of the contract is critical and delays can lead to penalties or contract termination.
Entire Agreement Clause
Asserts that the written terms constitute the entire understanding between the parties, preventing reliance on previous agreements or discussions.
Termination Clause
Details how the parties can end the contract before it's fulfilled and what penalties, if any, will be applicable.
Warranty Clause
A warranty is a contractual guarantee that certain facts or conditions about the goods or services are true.
Confidentiality Clause
Obligates the parties to keep certain information confidential and sets out the conditions under which disclosure is permitted, thus allocating risk related to information leaks.
Non-Solicitation Clause
Restricts one party from soliciting or hiring the other's employees, or from enticing away their clients or customers.
Limitation of Liability Clause
This clause limits the amount one party has to pay to the other in case of a breach, usually by setting a cap on recovery.
Liquidated Damages Clause
The parties agree in advance to a predetermined amount of damages in case of a specific breach, distinguishing it from penalties, which are not enforceable.
Change of Control Clause
Stipulates that certain rights or obligations may change if there is a change in the control of one of the parties, often seen in mergers and acquisitions.
Non-Disclosure Clause
Protects sensitive information shared between parties during the course of business from being disclosed to unauthorized parties.
Force Majeure Clause
This clause frees both parties from liability or obligation when an extraordinary event or circumstance beyond their control prevents one or both parties from fulfilling the contract.
Subrogation Clause
Allows an insurer to take on the legal rights of the insured to pursue a third party for claims of damages.
Jurisdiction Clause
Determines which court's law will apply in the event of a dispute, which can significantly affect the parties' risks based on different legal frameworks.
Indemnity Clause
An indemnity clause requires one party to compensate the other for losses incurred, often as a result of legal action from a third party.
Exclusion Clause
This clause works to exclude or limit certain liabilities within a contract, such as indirect or consequential losses.
Non-Compete Clause
Prevents one party from competing directly with the other party's business during and after the term of the agreement.
Survival Clause
Some contract provisions may be designated to continue after the end of the contract term, managing risks associated with obligations that extend beyond contract expiration.
Escalation Clause
This clause allows for an increase in prices or costs under certain conditions, often tied to specific indices like inflation.
Dispute Resolution Clause
Specifies the agreed method of resolving disputes between the parties, which could include arbitration or litigation, and may include the jurisdiction or venue.
Severability Clause
If any provision of the contract is found to be illegal or unenforceable, that provision is severed, and the remainder of the contract remains in effect.
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