Topic

Commercial Provisions

Categories covered in this topic:
Boilerplate
Changes to a Contract
Contract Administration
Dispute Resolution
Liability
Protection of Rights
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Indemnification

Discusses the function of indemnification clauses in transactions and how the different parties view them. Also breaks down a sample indemnification clause and explains the language and purpose of its various components, such as the duty to indemnify versus defend, covered losses and claims, and indemnification procedures.

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Publicity

Explains the reasons parties use publicity provisions, and examines the restrictions and exceptions found in a typical provision.

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Audit Rights

Discusses when audit provisions are used, how the transaction type affects the provision, and what information the clauses usually provide, such as who can conduct the audit and how to treat the findings.

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Confidentiality

Discusses the various components typically found in confidentiality clauses and why they’re important, including the definition of confidential information and its carve-outs, restrictions and permitted uses, returning confidential information, and breaches.

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Data Privacy Provisions

Examines the purpose of data privacy clauses and each party’s considerations when drafting these clauses. Also describes the specific information typically contained in these provisions, including how to define what data is protected, security requirements and audit rights, and what happens if there’s a data breach.

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Force Majeure

Discusses the components of typical force majeure clauses, including the definition of a force majeure event, excusal of non-performance, and the parties’ obligations if an event occurs.

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Limitation of Liability

Explains the function of limitation of liability provisions in agreements. Also examines a sample clause and discusses its important concepts, including limits on types of damages, limits on the amount of damages, how caps work, and carve-outs.

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Reps & Warranties

Looks at the function of reps and warranties in agreements and transactions, different types of reps and warranties, and how and why parties qualify them.

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Survival

Explains what survival clauses do, the reasons provisions in an agreement might need to survive, and the language typically used in these clauses. Also examines which sections of agreements are usually included in survival clauses.

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Term and Termination

Describes term and termination provisions, including effective dates, terms and renewals, different ways a contract can terminate, effects of termination, and termination as a remedy for breach.

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Arbitration

Looks at reasons parties might elect arbitration, what they typically include in their arbitration clauses, and why. Walks through and explains a sample arbitration provision.