- Sep 9, 2021
- Non classé
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10. Insurance Each Party undertakes to maintain insurance in economically reasonable amounts calculated to protect itself and the other Party to this Agreement against any claim of any kind for property damage or personal injury, including death, made by someone who may arise from activities performed or facilitated by this Contract. if those activities are carried out by that enterprise, its employees, representatives or persons employed directly or indirectly by that party or its representatives. 8. Force Majeure Neither Party shall be liable for any delays or omissions in the performance of any part of this Agreement, to the extent that such delay or failure is caused by fire, flood, explosion, war, embargo, governmental requirements, civil or military authority, force majeure or other similar causes beyond its control and without the fault or negligence of the late or necessary Party. The party concerned will notify the other party in writing within ten (10) days of the commencement of such cause that would affect its performance. However, if the performance of a party is delayed by more than thirty (30) days from the date on which the other party receives notification in accordance with this paragraph, the non-affected party has the right to terminate this agreement without any liability to the other party. Notwithstanding the foregoing, any party may, without the agreement of the other party, assign the contract to a related enterprise, subsidiary or person who acquires all the assets of a party or, in substance, all the assets of a party. This means that the contract can only be terminated if the other party violates the agreement, and only if the non-injuring party sends a notice of the infringement to the other party and gives the injuring party 30 days to remedy the infringement. After 90 days, another termination must take place to effectively terminate the contract.
If this procedure was not followed to the letter, no right of termination would be applied. Any attempt to do so without following this procedure would constitute a breach of the agreement. An alternative is to provide for immediate termination in the event of a breach, but if this is a provision that applies to both parties, consider the impact on your own business if, for example, it misses the payment deadline by one day. 22. Disclaimers of Warranties, except as expressly provided in this Agreement, Seller disclaims and expressly disclaims any implied or express warranties of fitness for a particular purpose, as well as any implied or express warranties of conformity with the models or models of materials. 11. Integration Provision or Full Agreement This Agreement presents and represents the entire agreement and understanding of the parties with respect to the subject matter of the Contract. This Agreement supersedes all agreements, negotiations, prior correspondence, commitments, promises, assurances, agreements, communications, assurances and warranties, whether oral or written, of any party to this Agreement. A defense often made to enforce an agreement is that a party did not understand the terms of the agreement or did not have the advice of a lawyer before the agreement was signed. (This is especially relevant if one party has hired a lawyer but not the other.) A good general clause, which can be added to any legal agreement, is a statement that each party understands the agreement and has received legal assistance regarding the effect of the agreement (or at least had the opportunity to obtain the assistance of a lawyer). .