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

Title of contract

2. 
   The parties
   

Define the parties. If an individual, put his nationality and usual residence. If a corporation, put: the type of corporation; where it is incorporated (if a US company) or where it has its registered office (siege) if a French company; its capital; and RCS registration number (for a French company; and who is signing for the company and in what capacity – President, duly appointed agent, etc.

3. Whereas clauses (exposé)

It is strongly recommended to use whereas clauses. They give the general background and contractual framework, show the intent of the parties, describe consideration, set forth the parties’ objectives and the overall spirit of the contract.

4. 
   “Now, therefore” clause
   

NOW, THEREFORE, in consideration of the above and the mutual covenants and agreements contained herein and in the annexes hereto and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

5. 
   Purpose of contract
   

It is useful to describe the purpose of the contract at the very beginning. The purpose clauses may define the parties’ reciprocal obligations, if these have not already been clarified in the whereas clauses.

6. 
   Definitions
   

Various concepts or words which are going to be used throughout the contract should be defined and thereafter referred to in the same manner. Such terms can include Term (meaning the term of the agreement), Contractual Year, Products, Price, Territory, etc.

Affiliate

means any corporation, partnership, association, or other entity with respect to which a party, directly or indirectly through a subsidiary, has not less than a majority beneficial ownership, but only if that corporation, partnership, association, or other entity expressly agrees in writing to be bound by this Agreement, and only while that ownership relationship exists.

Subsidiary

means, with respect to any Person,

(i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of capital stock entitled to vote in the election of directors thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other subsidiaries of that Person (or a combination thereof) and
(ii) any partnership (a) the sole general partner or managing general partner of which is such Person or a subsidiary of such Person or (b) the only general partners of which are such Person or of one or more subsidiaries of such Person (or any combination thereof).

7. 
   Term of agreement
   

Usually the term of the agreement is set forth in a separate clause.

You need to define the effective date (either: on ____ or as of ____. Such effective date may be subject to the fulfillment of various conditions precedent (see below).
You also need to define the expiration date.
You should provide what happens upon the expiration. You may want to provide for tacit renewal (tacite reconduction).
Unless otherwise terminated pursuant to Article __ 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.
viii. Conditions precedent
The coming into force of the contract may be subject to various conditions precedent (conditions suspensives). These may include appropriate financing (for example, in contracts for the purchase of real estate), the signing of accompanying agreements, the satisfactory completion of due diligence, the truth and accuracy of all the representations and warranties (see below) at the date of the signature and/or the closing, the receipt of a legal opinion, the receipt of any required government approvals, the successful completion of technical tests, a favorable tax ruling, etc. You should normally provide for a specific cut-off period by which the conditions must be fulfilled. Note that under French law, you cannot have any conditions that are purement potestatives.
ix. Representations, warranties and guarantees
Representations and warranties (déclarations et guaranties) are included in most all international agreements. If the signing of the agreement and the closing are on different dates, it is usually specified that the representations and warranties shall be true and accurate as of both dates (and in any event at the closing date).
The following minimum representations and warranties are usually included in most agreements:
The __________ and the ___________ represent and warrant to each other as follows:
_.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.
_.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 ______________.
_.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. 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 ____________________.
_.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.
Representations, warranties and guarantees in the context of an acquisition of shares or assets of a company is referred to in French as quaranties d’actif et de passif. See the due diligence questionnaire set forth below which details the representations and warranties which are generally given in acquisition agreements for the purchase of a block of shares in a corporation.
Representations and warranties often contain a series of positive and negative covenants (engagements de faire ou de ne pas faire).
Positive covenants include obligations to provide all necessary documents and information, to “use best efforts”, “take all necessary steps” or take other specified actions, to notify government authorities, to inform of a change in control or of any material adverse changes, to assist the other party with respect to specified matters, etc.
Negative covenants include obligations not to sell assets, not to modify the business before the closing, not to declare dividends, not to conclude any contract or undertake any commitment above a certain specified amount, not to act in any way outside the normal course of business, not to compete, not to solicit, etc.
The guarantees in the expression “representations, warranties and guarantees” refer to provisions for indemnification if there is any breach of the representations and warranties (including any positive or negative covenants). Here is an example of a simple indemnification clause:
Each party shall indemnify and hold harmless the other party from and against any claims, liabilities, losses, costs and expenses arising out of or attributable to the breach or any representation, warranty or agreement made herein by such other party.
The indemnification provisions are usually hotly negotiated and have become quite sophisticated. Appropriate notification must be given without delay to the indemnifying party. Remedies may include damages for the breach, partial or total restitution and penalties and interest. To back up indemnification, part of the purchase price is often put in an escrow reserve for a certain period of time.
The contract may provide for liquidated damages. Remember that French (Article 1152 Code civil) and American law rules with respect to liquidated damages. Normally a properly drafted international contract can escape the application of such rules, but it is best to indicate in the contract some justification or explanation of the basis for calculating damages.
x. Confidentiality
Each party to a contractual negotiation is bound by a general duty of confidentiality not to disclose or use for its own personal interest confidential information, trade secrets or the like which may have been communicated to it during such negotiation. This obligation exists whether or not a contract is concluded and even after the end of a contract. See PICC 2.16 and PECL 2.302.Likewise, confidential information exchanged by parties during the life of the contract should also remain confidential and not be disclosed by either party. Confidentiality clauses often go to great detail in describing specific information that the parties may consider as confidential. Here is a typical example of this positive and negative covenant (brief version).

Each party 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 prior written consent of the other party, except where such disclosure is required by law and then only after notice to the other party.

Another example:
All books, records, reports, accounts, data and other information relating to the activities envisioned hereunder shall be treated by the Parties as confidential and shall not be disclosed in whole or in part to third parties, except with the prior written consent of all the Parties. Notwithstanding the foregoing, the Parties may make disclosures to governmental entities, financial institutions, affiliates, subcontractors or assignees, but only to the extent that such disclosures are absolutely necessary, and provided that such third parties agree in advance in writing to maintain the confidentiality of all information disclosed.

An example of a more detailed confidentiality clause:

The term "Confidential Information" refers to this Agreement and the subject matter of this Agreement and to all information which one party furnishes or makes available to the other party and all information related to one party's business which the other party and all information related to one party's business which the other party acquires in the course of performing its obligations under this Agreement. Disclosure of Confidential Information by a party is forbidden except in the following circumstances:
(i) to employees and outside parties, but only to the extent necessary to fulfill its obligations under the Agreement;
(ii) if the information disclosed is already publicly known through no fault of the disclosing party;
(iii) if the information is required to be disclosed by law or legal process, provided that the party, from whom disclosure is promptly required, gives the other party notice and agrees to cooperate with the non-disclosing party as that party may reasonably request to oppose disclosure; and
(iv) in connection with a party's initial public offering;
provided, however, that the disclosing party shall take reasonable measures to keep Confidential Information confidential, including requesting confidential treatment of this Agreement by any governmental authority and/or any other person or third party reviewing the Agreement in connection with the public offering. Under no circumstances may [Party A] disclose Confidential Information including, but not limited to, any information obtained during [Party A]'s [Party B] site visit, to any of [Party A]'s outside directors; provided, however, that [Party A] may disclose general financial information (i.e., sales of Product) to its outside directors to the extent required by law. [Party B] (including its principals or affiliates) agrees not to use [Party A]'s customers' data for any commercial or improper purposes.
xi. Non-competition agreement
Non-competition clauses are frequently seen in numerous contracts. To be effective, they should, in general, be reasonable as to time and territory covered and cannot be in violation of various mandatory laws such as national and international antitrust and competition law rules and regulations. (See, for example, Articles 81 and 82 of the European Union treaty - formerly Articles 85 and 86 of the Rome Treaty – which are based on American antitrust law that prohibit certain agreements which restrain trade or harm competition in the Community or which constitute an abuse of a dominant position.)
Here is a typical example of this negative covenant:
The ____________ agrees not to compete with the Company (or _______) 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 (or ______)in the development, production and/or sale of ______ and any other products developed, manufactured and/or sold by the Company (or _____), 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 following countries: _______________________.
xii. Non-solicitation agreement
This clause prevents one party from soliciting employees of the other party during and/or after the agreement.
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.
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.
xiii. Suspension
The non-performance by one party may enable the other party to suspend the contract (see discussion concerning anticipatory breach).
A party may also suspend the execution of a contract in the event of force majeure. Typical force majeure clauses are as follows:
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.
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.
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.
***
Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil commotion or industrial dispute. If such delay or failure continues for at least 7 days, the Party not affected by such delay or failure shall be entitled to terminate this Agreement by notice in writing to the other.
Several important elements should be remembered. First, the definition of force majeure includes the key words unforeseeable, irresistible and beyond the control of the parties. Second, a party affected by an event of force majeure must so notify the other party promptly. Third, performance is excused only during the continuance of the force majeure. Finally, the affected party must also act in good faith to mitigate any damages and to remedy its failure to perform as quickly as possible.
An international contract, especially if dealing with a State can also include a hardhip clause:
If a material change occurs to the Contractor's economic benefits after the effective date of the Agreement due to the promulgation of new laws, decrees, rules and regulations made by the Government of _________, the Parties shall consult promptly and make necessary revisions and adjustments to the relevant provisions of the Agreement in order to maintain the Contractor's normal economic benefits hereunder.
xiv. Termination (résiliation anticipée)
As we have seen in reviewing the American, French Unidroit and European rules, an aggrieved party normally has the right to terminate a contract in the event of a “fundamental non performance”. This is also referred to as a material or substantial breach of contract. In practice, an international contract usually contains its own specific language with respect to the right to terminate. If appropriate, its lists specific breaches that are considered as material. It usually requires a notice of the breach and gives the breaching party the right to cure the breach within a given period of time. It also sets a deadline for termination. Here is an example:
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.
An agreement may also provide for termination in the event the closing does not occur by a specified date:
In the event the closing shall not occur on or prior to _________, either party may at any time thereafter terminate this Agreement forthwith by giving prior written notice to that effect to the other party. Upon the giving of such a notice, this Agreement shall terminate, and neither party shall have any further liability or obligation to the other party with respect hereto.
xv. Clauses which survive the termination of the contract
Certain contractual provisions will normally continue to bind the parties even after the term or termination of the contract. These include obligations of confidentiality, non-competition and non-solicitation described above. There may also be a requirement of restitution of documents or property and a final accounting between the parties. Clauses concerning settlement of disputes and applicable law will also continue to be applicable in the event of a dispute. French case law has, for example, determined that an arbitration clause in a contract has a valeur percée which is binding on the parties not only after the termination of the contract, but also if the contract fails and never even comes into force. In France, there is also a ten-year liability in construction contracts.
Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
xvi. Independence of the parties
It is often necessary to confirm that the parties are acting as independent contractors and that one party is not the agent of the other and cannot bind the other. This is to avoid a party’s becoming a permanent establishment as defined in the international tax treaties for the avoidance of double taxation.
Both parties shall act as principals in all respects concerning this Agreement and neither of them shall hold itself out as the agent of the other. Each party shall keep the other party hereto free from all expenses and costs other than those as may be specifically authorized by the other in writing.
***
The parties acknowledge that they are acting as independent contractors and that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties.

xvii. Assignment of contract or of rights and obligations under the contract

It is often provided that a party may not assign all or part of an agreement.
Neither Party shall assign or transfer this Agreement or any part of its rights or obligations under this Agreement without the consent of the other Party.
Sometimes there are exceptions for assignments to affiliated companies, but in such cases it is usual to have the transferring party remain liable, especially if the transferee may not be able to perform fully:
No assignment of this Agreement or of any rights or obligations hereunder may be made by either party (by operation of law or otherwise) without the prior written consent of the other party and any attempted assignment without the required consents shall be void; provided, however, that each party may validly assign any of its rights and obligations hereunder to an Affiliate of such party without the prior written consent of the other party; provided, that such assigning party shall remain liable for any and all obligations assigned to such Affiliate.
xviii. Applicable law
For a French contract, i.e., a contract entered into in France and to be performed entirely in France, French law will be applicable. However, in an international contract, the parties can choose which law, French, some other national law or other rules will be applicable. French courts will generally apply the law chosen by the parties. There are two ways of providing how French law is applicable to an international contract: either with or without regard to French conflict of law rules.
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.
***
In all respects, including all matters of construction, validity and performance, this Agreement shall be governed by, and construed and enforced in accordance with, the laws of France applicable to contracts made and performed in France, without regard to French principles regarding conflict of laws.
***
Any interpretation of, or resolution of any dispute under this Agreement shall be governed by and construed in accordance with the laws of the State of New York, U.S.A., without regard to any conflict of law provisions.
***
This Agreement and all amendments hereof and waivers and consents hereunder shall be governed by the internal Laws of the State of New York, without regard to the conflicts of law principles thereof which would specify the application of the law of another jurisdiction.
It may be desirable to state that the contract is to be governed by its terms and provisions and that a national law is to be considered only if necessary: and then perhaps only to the extent that the national law applied is consistent with international custom and usage.
The express terms and conditions of this Agreement and the intentions of the parties as expressed herein shall constitute the applicable law between the parties and shall be supplemented, but only to the extent necessary, by applicable provisions of________ law (which are consistent with international custom and usage).
***
Except as provided above, the validity, construction and performance of this Agreement shall be governed by and interpreted in accordance with the laws of the Republic of __________ and with generally accepted international commercial laws, practices custom and usage.
***
The following is an example of a stabilization clause intended to protect a private contracting party from changes in local laws.

This Agreement shall constitute the law between the parties notwithstanding any present or future provisions of _________ public or private law.

xix. Resolution of disputes
Under French law, the parties to a commercial contract may provide for resolution of disputes by arbitration. A civil contract dispute may be submitted to arbitration only after the dispute has arisen. Parties to any type of international law contract can provide for arbitration of all disputes.

Litigation in local courts

Any disputes arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the French Commercial Courts. (or “to the Commercial Court of Paris”)

              ICC arbitration

All disputes arising out of or in connection with the present Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said rules.

***
International ad hoc arbitration
__.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 __.2 below.
__.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.
__.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.

American Arbitration Association

Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrator(s) may be entered in any Court having jurisdiction thereof.

***

In the event of a dispute, claim, question or disagreement arising from or related to this Agreement, you agree with us to use our respective best efforts to reach a just and equitable mutually acceptable solution. If unable to reach such a solution within a period of 60 days, then you further agree that either of us may, by giving notice to the other, submit the matter to binding arbitration in the state of New York, administered by the American Arbitration Association under its Commercial Arbitration Rules by a panel of three arbitrators appointed in accordance with such rules. You further agree that a judgment of any court having jurisdiction may be entered upon the award for resolution.

Venice Court of National and International Arbitration

Any dispute arising out of or connected with this Contract regarding in particular, but without prejudice to the generality of the foregoing, its conclusion, execution, validity, breach, termination and determination of damages, shall be finally settled under the Rules of the Venice Court of National and International Arbitration by one or more Arbitrators appointed in accordance with said Rules.

Arbitration Institute of the Stockholm Chamber of Commerce
Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce.
The arbitral tribunal shall be comprised of ___ arbitrators (a sole arbitrator).
The place of arbitration shall be _.
The language(s) to be used in the arbitral proceedings shall be -.
Clause in Noga vs. the Russian Federation:
In case of dispute arising during the execution of this Agreement the Borrower (Russia) and the Lender agree to concert between themselves to reach an amicable settlement to such dispute. Should agreement not be reached by the parties, and notwithstanding other remedies, differences arising may be submitted to the Arbitration of the Chamber of Commerce of Stockholm for decision. Such Arbitration shall be argued by two arbitrators one appointed by each party who in turn will appoint an umpire and the dispute shall be judged in accordance with Swiss Law. The decision reached under such Arbitration shall be final and binding on both parties. The parties renounce to appeal against such Arbitration sentence and the Borrower waives any rights to immunity with respect to enforcement of any Arbitration sentence issued against it in relation to this Agreement.
One should also consider including in an arbitration agreement appropriate provisions with respect to: number, nationality and qualifications of arbitrators; “terms of reference”; language(s) of the arbitration; rules of evidence; the extent of discovery; written and oral pleadings; hearing of witnesses; expertise proceedings; scheduling; whether the arbitrators may act ex aquo et bono or as mediators; possibility of provisional remedies from local jurisdiction during arbitration; expenses. Many of these and other items are already provided for in the arbitration rules of the various international arbitration institutions, but are particularly appropriate in ad hoc arbitrations.
xx. Good faith
The parties undertake to cooperate as best they can to attain the objectives of this Agreement. In accordance with well established general principles of international law of contracts and commerce, each party shall deal fairly with the other party and shall carry out all the terms and provisions of this Agreement with the utmost good faith, and neither Party shall by its own act, omission or default prevent performance of the spirit or the terms and conditions hereof.
xxi. Further steps
Each Party shall 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 necessary or appropriate to effect and carry out fully all of the transactions contemplated herein.
Example of one article covering both good faith and 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.
xxii. 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.
***

A Party’s failure to exercise any part of its rights under this Agreement shall in no way be deemed to constitute waiver of any other rights of such Party hereunder. Likewise, a Party’s waiver of any breach of this Agreement shall not be deemed to constitute a waiver of similar or other breaches of this Agreement.

xxiii. Notices
All notices, consents and other communications 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 or electronic mail 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 paragraph.
***
Any notice which may be given by a Party under this Agreement shall be deemed to have been duly delivered if delivered by hand, first class post, facsimile transmission or electronic mail to the address of the other Party as specified in this Agreement or any other address notified in writing to the other Party. Subject to any applicable local law provisions to the contrary, any such communication shall be deemed to have been made to the other Party, if delivered by:

1. first class post, 2 days from the date             of posting;

2. hand or by facsimile transmission, on             the date of such delivery or             transmission; and

3. electronic mail, when the Party sending such communication receives confirmation of such delivery by electronic mail.

***
Any notice, demand, request, waiver, or other communication under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service, if personally served or sent by facsimile; on the Business Day after notice is delivered to a courier or mailed by express mail, if sent by courier delivery service or express mail for next day delivery; and on the third day after mailing, if mailed to the party to whom notice is to be given, by first class mail, registered, return receipt requested, postage prepaid and addressed as follows:
***
All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (i) delivered personally or (ii) mailed by prepaid certified or registered mail with postage prepaid, return receipt requested, (iii) sent by telegram or fax, or (iv) sent by E-mail with receipt confirmed as follows (or at such other address or facsimile number for a party as shall be specified by like notice):
xxiv. Binding on successors and assigns

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