The Negotiation and Drafting of International Contracts Course of Mr. Robert Simpson

Article 1. Definitions

1.1. The term “_____________” as employed herein shall mean ________________.

(or)
The following terms, as used herein, shall have the following meanings:

Article 2. Purpose of Agreement

The purpose of this Agreement is ____________________.

Article 3. Term of Agreement
Unless otherwise terminated pursuant to Article 7 below, the Agreement shall commence as of the date hereof and shall remain in full force and effect for an initial period of _______ from such date and shall be automatically renewed for additional periods of _______, unless notice of termination is given by either party _____ days prior to the anniversary date.
Article 4. Representations and warranties
The __________ and the ___________ represent and warrant to each other as follows:
4.1. The ____________ is a company duly organized, validly existing and in good standing under the laws of ___________ and the ____________ is a company duly organized, validly existing and in good standing under the laws of ______________, and each company has the requisite authority to enter into this Agreement and consummate all the transactions contemplated for it herein.
4.2. The execution and delivery of this Agreement and any and all other agreements or documents relating hereto and the consummation of all the transactions contemplated herein have been duly and effectively authorized and approved by all requisite action of the respective appropriate corporate organs of the ________ and the ______________.
4.3. This Agreement shall be duly executed and delivered by the __________ and the ________________ and shall be a valid and binding obligation of the _____________ and the______________, enforceable in accordance with its terms.
4.4. The consummation of the transactions contemplated herein shall not result in a breach or violation of, or default under, any judgment, decree, mortgage, indenture, agreement or other instrument applicable to the ____________ or the ____________________.
4.5. The consummation of the transactions contemplated herein shall not result in a violation or infraction by the ___________ or the ______________ of any statutes, rules or regulations.
Article 5. Confidentiality
The ________ and the _________ shall keep totally confidential and shall not disclose the terms and conditions of this Agreement or the transactions envisioned herein or any documents or information exchanged among the parties to any third party nor make any public announcement relating thereto without the consent of the other party, except where such disclosure is required by law and then only after notice to the other party.
Article 6. Non-competition and non-solicitation agreements
6.1. The ____________ agrees not to compete with the Company for a period of five years from the date hereof. In this respect, the ____________ shall not, either directly or indirectly, itself or through any individual or legal entity, compete with the Company in the development, production and/or sale of widgets and any other products developed, manufactured and/or sold by the Company, in any manner whatsoever, and as a general matter, shall not act on behalf of any enterprise, entity or business having an activity identical or similar to that mentioned above and, consequently, shall not work with or have any interest, of any nature whatsoever, in such activities and/or with respect to, such enterprises, entities or businesses, and, in particular, without limiting the generality of the foregoing;
-by the creation and/or holding of shares and/or any form of interest in an enterprise entity and/or business which corresponds to the above definition; and
- by engaging in any activity of any nature whatsoever for or on behalf of an enterprise, entity or business corresponding to the above definition.
The above undertaking shall apply to the countries of_______________________.
6.2. Except as may otherwise be agreed in writing by the parties hereto, the _______________, hereby agrees not to solicit, in any manner whatsoever, directly or indirectly, for a period of five years from the date hereof, any client, supplier or agent of the Company whether they exist at the date of solicitation or at any time prior to the fifth anniversary hereof.
6.3. In the event of a breach of the above prohibition, the _____________ shall be entitled to take all legal means to cause such prohibited competition to cease and also to claim from the ______________, as well as any other individuals or companies involved in the unfair competition, before any court with jurisdiction, an indemnity corresponding to the damages incurred.
Article 7. Termination
In the event of a material breach of the obligations of one of the parties, which breach is not cured within thirty days after notice thereof, the other party may, within thirty days of its discovery of such breach, notify the party of its termination of this Agreement.
Article 8. Force majeure
8.1. Neither party hereto shall be liable to the other nor shall be deemed in default hereunder for failure or delay to perform any of its agreements or obligations caused by or arising out an event of force majeure. An event of force majeure is any unforseeable and irresistible act, legal or factual situation beyond the control of the parties.
8.2. A party affected by an event of force majeure shall promptly notify the other party, supplying full information and any supporting public documents relating to such event. An event of force majeure may be pleaded only during the duration thereof and the party concerned shall use its best efforts to avoid or limit any damages and to remedy its failure or delay to perform as promptly as possible.
8.3. A party affected by an event of force majeur which does not notify the other party as provided above shall lose any right it may have to invoke such act of force majeur.
Article 9. Applicable Law
The applicable law shall be the express provisions of this Agreement and the intent of the parties as expressed herein, as may be supplemented, if necessary, by principles of French law.
Article 10. Resolution of disputes
10.1. The parties shall endeavor to resolve amicably any and all disputes arising out of or in connection with this Agreement and undertake to meet as soon as either party advises the other of the existence of a dispute. If the parties are unable to meet or to settle their dispute amicably, such dispute shall be referred to arbitration pursuant to 10.2 below.
10.2. If at any time during the continuance of this Agreement, there shall be any question or dispute with respect to the construction, meaning or effect hereof, or any provision hereof, or arising out of or in connection herewith, or concerning the rights or obligations hereunder, which cannot be resolved amicably, such question or dispute shall be referred to: (a) a sole arbitrator to be selected by the parties hereto; or (b) failing agreement in selecting such arbitrator within seven (7) days, to a panel of three arbitrators, one to be appointed by the ___________, one by the ___________ and the third by the two arbitrators so chosen. The arbitration shall take place in _______________ and shall be conducted in the ____________ language.
10.3. The award rendered by such sole arbitrator or a majority of the three arbitrators, as the case may be, shall be final and binding on the parties and judgment upon such award may be entered in any court having jurisdiction.
Article 11. Good faith; further steps
The parties expressly agree to fulfill their obligations hereunder in good faith. Each party agrees to take or cause to be taken any and all further steps and to execute or cause to be executed any and all further documents as may be reasonably necessary to effect and carry out fully all the transactions contemplated herein.
Article 12. Amendment or waiver
Any amendment or waiver of any provision of this Agreement shall be in writing and shall be effective only in the specific instance for which it is given. No failure or delay on the part of any party in exercising any right hereunder shall operate as a future waiver or amendment.
Article 13. Notices
All notices, required or permitted to be given hereunder shall be in writing and shall be valid and sufficient if delivered in person against a receipt or sent by prepaid registered priority mail (return receipt requested) or via facsimile which shall be confirmed by such registered priority mail without undue delay, directed to the parties at the addresses set forth above or to such other address as a party may specify in a notice given in accordance with this Article.
Article 14. Miscellaneous provisions
14.1. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided that _____________ may not assign its rights or obligations hereunder, except to any other members of its group of companies, without the express prior written consent of the _______________.
14.2. The termination of this Agreement shall not act to relieve either party hereto from performing any accrued obligations hereunder, including payments of any amounts then due.
14.3. If any provision hereof shall be unenforceable, the remaining provisions of this Agreement shall not be effected thereby and shall remain in full force and effect.
Article 15. Entire agreement
This Agreement and the annexes hereto constitute the entire agreement and supersede any and all prior agreements of the parties with respect to the subject matter thereof. No amendments, alterations or waivers of any of the terms of this Agreement shall be binding unless the same shall be in writing and duly executed by both parties.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.
Signed in

On

In originals

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