No-subcontracting clauses
The no-subcontracting permitted clause is often included by way of a miscellaneous provision. Often not very thoughtfully, since the service provider or seller may probably…
Author: Willem Wiggers
Further assurances – duty to cooperate
A frequently used boilerplate clause is commonly referred to as “further assurances” and addresses the parties’ duty to cooperate in certain aspects. Especially in a…
Opting out of the Vienna Convention CISG on international sale of goods
Many contracts opt out of the applicability of the ‘Vienna Convention‘[1]. Most lawyers do this ‘because everyone does’ and many opt out even if it…
Confidentiality agreements: address basic IP rights?
It is not common to provide for lengthy intellectual property law aspects in a confidentiality agreement, but it might be helpful to touch upon the…
Confidentiality agreements: the exceptions
A properly drafted confidentiality clause also addresses the exceptions, usually four of a kind, sometimes split into five or even six (addressing the same matters);…
Non-disclosure agreements and confidentiality clauses
Confidentiality agreements and confidentiality clauses are common in the ordinary course of business. Although sometimes a lawyer tries to reinvent the wheel and provides for…
Warranties in ordinary course contracts
Lawyers often know what to focus on in drafting and negotiating warranties in M&A transactions. But when they start working as in-house counsel, they need…
No termination or dissolution clauses
Sometimes, especially if you act for a seller that wants to get rid of certain business or assets (and not receive it back upon a…
Letter agreements and side letters – how to draft them?
In the previous blog post, I addressed when a letter agreement or side letter would be used between professional parties (click here). The question now…
