International commercial contracts feature certain recurring types of clauses. Drafting, reviewing, improving, and litigating these clauses requires pertinent experience. By way of illustration:
- Exclusivity and/or Non-Circumvention Clauses, which may collide with competition law requirements, especially in distribution contracts;
- Indemnification Clauses, envisaging the scenario that one of the contracting partners (the “Indemnified Party”) is held liable by a third party in connection with the Indemnified Party’s role under the contract, and shifting the Indemnified Party’s corresponding liabilities to the Indemnifying Party;
- Confidentiality Clauses, which, in order to be practical, require workable definitions and exceptions;
- Governing Law and Disputes Clauses which must ensure that disputes can be resolved quickly, and in a neutral and enforceable manner.
- Sole or Exclusive Remedies Clauses, which are frequent in contracts based on English or American law. These clauses can be problematic, in particular to the extent that they even (expressly) exclude equitable remedies. This can have the effect that specific performance and/or injunctive relief is no longer available, although the latter remedy can be particularly critical, e.g. in cases of breaches of confidentiality.
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