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Contractual Risk Allocation Clauses

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Time is of the Essence Clause

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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.

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Entire Agreement Clause

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Asserts that the written terms constitute the entire understanding between the parties, preventing reliance on previous agreements or discussions.

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Termination Clause

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Details how the parties can end the contract before it's fulfilled and what penalties, if any, will be applicable.

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Warranty Clause

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A warranty is a contractual guarantee that certain facts or conditions about the goods or services are true.

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Confidentiality Clause

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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.

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Non-Solicitation Clause

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Restricts one party from soliciting or hiring the other's employees, or from enticing away their clients or customers.

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Limitation of Liability Clause

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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.

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Liquidated Damages Clause

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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.

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Change of Control Clause

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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.

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Non-Disclosure Clause

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Protects sensitive information shared between parties during the course of business from being disclosed to unauthorized parties.

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Force Majeure Clause

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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.

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Subrogation Clause

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Allows an insurer to take on the legal rights of the insured to pursue a third party for claims of damages.

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Jurisdiction Clause

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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.

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Indemnity Clause

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An indemnity clause requires one party to compensate the other for losses incurred, often as a result of legal action from a third party.

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Exclusion Clause

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This clause works to exclude or limit certain liabilities within a contract, such as indirect or consequential losses.

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Non-Compete Clause

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Prevents one party from competing directly with the other party's business during and after the term of the agreement.

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Survival Clause

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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.

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Escalation Clause

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This clause allows for an increase in prices or costs under certain conditions, often tied to specific indices like inflation.

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Dispute Resolution Clause

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Specifies the agreed method of resolving disputes between the parties, which could include arbitration or litigation, and may include the jurisdiction or venue.

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Severability Clause

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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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