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Boiler Plate Clauses Notes

LPC Law Notes > Drafting Notes

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Boiler Plate Clauses
Whole/Entire Agreement Clause
The parties can insert a Whole
Agreement Clause (also called an
Entire Agreement Clause). This will indicate that this is the entire and only agreement between the parties and that it supersedes all other agreements.

1.1 This Agreement contains the entire and only agreement between the parties and supersedes all previous agreements between the parties respecting the subject matter of this Agreement.

1.2 Each party acknowledges and agrees that in entering into this Agreement it has not relied on,
and shall have no remedy in respect of any statement, representation, undertaking or warranty, whether oral or in writing, save as is expressly set out in this Agreement.

The Clause should state that the parties did not rely on any representations or statements made by each other except as documented in this agreement. The only remedy will be for a breach of this agreement,
however, the parties will want to include liability for fraud and misrepresentation.

1.3 Each party acknowledges and agrees that the only remedy available to it for beach of this
Agreement shall be breach of contract under the terms of this Agreement.

Law & Jurisdiction

2.1 The parties agree that the courts of England and
Wales shall have exclusive jurisdiction to settle any claim, dispute or difference airing out of or in connection with this Agreement.

A governing law and jurisdiction clause will be incorporated to dictate which law will be applied and where it will be applied.
Force Majeure Clause

1.4 Nothing in this clause shall limit or exclude liability for fraud.

2.2 This Agreement shall be governed by and construed in accordance with English law.

Will not be asked to draft in the exam

A force majeure clause will operate in specified circumstances (e.g. war, act of God) which are out of the parties control.
The clause will absolve liability of the parties if they cannot perform their contractual obligations. Such performance will be suspended whist the force majeure is in issue. It also allows for the contract to be terminated without liability if the issue continues to affect the parties.
Non-assignment clauses prevents one or both parties from assigning the benefit of the agreement to another individual.
Exceptions can be placed such as to

3.1 Neither party shall be entitled to assign this
Agreement or sub-contract any part of this
Agreement to any person, persons or company without the prior written consent of the other party.

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