The Negotiation and Drafting of International Contracts Course of Mr. Robert Simpson
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This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided that no party shall have the right to assign this Agreement without the prior written consent of the other.xxv. No WaiverThe failure to insist in any instance on the strict performance of any provision of this Agreement or to exercise any right hereunder shall not constitute a waiver of such provision or right in any other instance. *** The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing. xxvi. Partial invalidity 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. *** If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. *** If one or more provisions of this Agreement are held to be unenforceable under applicable Law, such provision(s) shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms so long as the economic or legal substance of the transactions contemplated by this Agreement are not affected in any manner materially adverse to any party. *** If any of the provisions of this Agreement should be held or considered to be invalid or inapplicable in whole or in part for any reason whatsoever, including public policy, such circumstance shall not invalidate the remainder of this Agreement, which shall remain in full force and effect. If a Party shall consider itself to be materially prejudiced by any such partial invalidity, it may have recourse to the dispute resolution provisions of this Agreement. In such event, the arbitrator(s) shall attempt to act as conciliator(s) and may rule ex aequo et bono. *** In the event that any provision of this Agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or indications of the same are received by either you or us from any relevant competent authority. We shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality, or at our discretion such provision may be severed from this Agreement and the remaining provisions of this Agreement shall remain in full force and effect. *** In the event that any provision of this Agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or indications of the same are received by either of the parties from any relevant competent authority, the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality, or at the discretion the parties, such provision may be severed from this Agreement and the remaining provisions of this Agreement shall remain in full force and effect. If a court, a regulatory authority, a competent authority or arbitrator having jurisdiction determines that any term is invalid or unenforceable under applicable law, that determination shall not affect the other terms of this Agreement, which other terms shall continue to be enforced as if the invalid or unenforceable provisions were omitted. xxvii. LanguageThe English version of this Agreement shall govern and control over any translation of this Agreement into any other language. *** This Agreement has been executed in both French and English originals and both shall be equally controlling. xxviii. Injunctive reliefIf you wish to be sure that injunctive relief is available in the event of a substantial non performance, you can add the following: In the event that one party threatens to take any action prohibited by this Agreement, the other party agrees that there may not be an adequate remedy at law. Accordingly, in such an event, a party may seek and obtain preliminary and permanent injunctive relief (without the necessity of posting any bond or undertaking). Such remedies shall, however, be cumulative and not exclusive and shall be in addition to any other remedies which a party may have under this Agreement or otherwise. xxix. Execution in counterpartsThis Agreement may be executed in one or more counterparts, all of which, when taken together, shall constitute one and the same agreement. *** This Agreement may be executed via facsimile and in any number of counterparts, each of which shall be deemed to be an original instrument and all of which together shall constitute one and the same instrument. xxx. Captions (headings) The descriptive headings of the articles, sections, subsections, exhibits and schedules of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement. *** The [captions/headings] appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or interpretation of this Agreement. *** The captions in this Agreement are for convenience of reference only and shall not be given any effect in the interpretation of this Agreement. xxxi. Expenses Each party shall pay his or its own expenses. Each party hereto shall pay all costs and expenses incident to its negotiation and preparation of this Agreement and to its performance and compliance with all the agreements and conditions contained herein on its part to be performed or complied with, including without limitation the fees, expenses and disbursement of legal counsel and accountants. Except as otherwise expressly provided in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses. xxxii. No broker’s commissions Each party represents to the other that no broker’s commission, finder’s fee or the like is payable to any third person, firm or corporation in connection with this Agreement. xxxiii. Entire agreement, amendments 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 hereof. 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. *** This Agreement supersedes all prior agreements among the parties with respect to its subject matter, is intended (with the documents annexed hereto) as a complete and exclusive statement of the terms of the agreement among the parties with respect thereto and cannot be changed or terminated except by a written instrument executed by the party or parties against whom enforcement thereof is sought. B. Analysis of Standard International Contracts 1. Standard International Contract (Basic Provisions) ____________ AGREEMENT This ________________ AGREEMENT (the "Agreement"), is made and entered into this ___ day of ________, 2002, by and between:___________________, a _________________ corporation organized under the laws of __________ with offices at _____________________________________________, hereinafter referred to as the “______________” ); and __________________, a French société anonyme with a capital of ________________Euros and its registered office at _____________________, France, and registered under RCS no. ________________________(the “__________”). WITNESSETH: WHEREAS, WHEREAS, ; and
NOW, THEREFORE, in consideration of the above and the mutual covenants and agreements contained herein and in the annexes hereto, the parties hereto hereby agree as follows:
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