Let’s Study Legal English Together!

1. Let’s Study Legal English Together!

2. Contract Law Boilerplateprovisions

3. What is a contract?

4. According to Black’s Dictionary,a contract is an agreement betweentwo or more parties creating obligations that are enforceable or otherwise recognizable at law.

5. What are boilerplate provisions? • They are standard terms that are included in almost every agreement. • They are usually incorporated in an agreement as a routine method. Laywers usually copy and paste them in different documents. Whenusingboilerplateprovisions, lawyersshouldmakesurethattheirtermsapplytothesituationthey are considering.

6. Some common boilerplate provisions • Introduction • Performance • Term of theAgreement • ForceMajure • Termination • Notices • Assignment • Indemnification • UncuredBreach • ConfidentialInformation • Amendment • Waiver • Severability • GoverningLaw

7. Let’spracticeyourreadingcomprehensionskills!

8. Reading comprehension exercise Read the following contractual clauses and try to choose the most proper heading from the right column for each of them.

9. Contract provisions Introduction Performance Term Termination Notices Assignment Indemnification Confidentiality Amendment Waiver Severability Governing Law This Agreement is made and entered into as of this 1stday of October, 2010 between XXX INC. with place of business at ….. and YYY ("Distributor") with place of business at …, which collectively are referred to hereinafter as "the parties". NOW THEREFORE, the parties hereto agree as follows:

10. Contract provisions Introduction Performance Term Termination Notices Assignment Indemnification Confidentiality Amendment Waiver Severability Governing Law Either party may at any time terminate this Agreement with or without cause upon ninety (90) days written notice after having a review meeting with the other party to discuss the termination.

11. Contract provisions Introduction Performance Term Termination Notices Assignment Indemnification Confidentiality Amendment Waiver Severability Governing Law Distributor shall indemnify and hold harmless XXX against all liabilities, costs and expenses (including reasonable attorneys' fees) incurred by XXX that arise out of any claim asserted by a third party that involves, relates to or concerns (i) the marketing, sale, or promotion by Distributor of the Distributor Service, (ii) or any use by Distributor of any XXX’ s information in violation of this Agreement.

12. Contract provisions Introduction Performance Term Termination Notices Assignment Indemnification Confidentiality Amendment Waiver Severability Governing Law All notices required to be given hereunder shall be given in writing by personal delivery or by a certified letter to the respective address as may be designated in writing by either party and delivered to the other party. Notice given by certified mail shall be deemed given five (5) days after the mailing date to the current address of the party.

13. Contract provisions Distributor and XXX understand and agree that in the performance of this Agreement each party may have access to private or confidential information of the other party, including, but not limited to, trade secrets, marketing and business plans and technical information, which is designated as confidential by the disclosing party, prior to or at the time it is disclosed to the other party ("Confidential Information"). Introduction Performance Term Termination Notices Assignment Indemnification Confidentiality Amendment Waiver Severability Governing Law

14. Contract provisions Performance under this Agreement shall be in accordance with the terms and conditions set forth herein and in Exhibit A and Exhibit C (Definitions). Exhibits are hereby incorporated fully into and made a part of this Agreement. In the event that any part of any Exhibit has been modified by, or is in conflict with the body of this Agreement, the language of the Agreement body shall prevail. Introduction Performance Term Termination Notices Assignment Indemnification Confidentiality Amendment Waiver Severability Governing Law

15. Contract provisions Neither party may assign this Agreement, or sublicense, assign or delegate any right or duty hereunder, without the prior written consent of the other. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Introduction Performance Term Termination Notices Assignment Indemnification Confidentiality Amendment Waiver Severability Governing Law

16. Contract provisions The term of this Agreement shall be twelve (12) months, commencing as of the date first written above, subject to the terms and conditions of Article 8 herein entitled Termination. In the absence of any such termination, this Agreement shall continue from year, automatically renewing upon each anniversary date, subject to the same terms and conditions contained herein. Introduction Performance Term Termination Notices Assignment Indemnification Confidentiality Amendment Waiver Severability Governing Law

17. Contract provisions This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, United States, applicable to contracts wholly made and wholly performed in the State of New York, United States. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Introduction Performance Term Termination Notices Assignment Indemnification Confidentiality Amendment Waiver Severability Governing Law

18. Contract provisions The failure of either party at any time to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself. Introduction Performance Term Termination Notices Assignment Indemnification Confidentiality Amendment Waiver Severability Governing Law

19. Contract provisions If any provision of this Agreement or its application in a particular circumstance is held to be invalid or unenforceable to any extent, the remainder of the Agreement, or the application of such provision in other circumstances, shall not be affected thereby, and each provision shall be valid and enforced to the fullest extent permitted by law. Introduction Performance Term Termination Notices Assignment Indemnification Confidentiality Amendment Waiver Severability Governing Law

20. Contract provisions This Agreement may not be amended except in a writing executed by authorized representatives of Distributor and XXX. Introduction Performance Term Termination Notices Assignment Indemnification Confidentiality Amendment Waiver Severability Governing Law

21. Did you guess all of them? Hope you did!

22. Any questions? • Trad. Pública Mariana Baigorrí • mariana@lei-argentina.com.ar • www.lei-argentina.com.ar