This practice note explores best practices for defining the term “affiliate” in international commercial contracts, focusing on clarity, control-based definitions, and alignment with contract purpose. It highlights common risks and offers practical recommendations for drafting precise affiliate clauses.
This practice note explores the distinctions between indemnification and limitation of liability clauses in contracts, focusing on their roles in risk allocation and containment. It provides best practices for negotiation and highlights the importance of aligning these clauses with insurance provisions.
This practice note explores the critical balance between indemnification provisions and contract pricing, emphasizing risk allocation and practical negotiation strategies. It provides key principles, comparative insights, and best practices to help parties achieve fair and effective contract terms.
This practice note explores the concept of Good Industry Practice as a standard of care and performance expected in various commercial contracts. It covers its meaning, common contractual usage, methods of quantification, and associated risks.
Sustainability clauses in international agreements are increasingly vital, reflecting the integration of Environmental, Social, and Governance (ESG) factors into global commerce and regulatory frameworks. These clauses address environmental standards, social and labor practices, and governance obligations, driven by both legal requirements and reputational considerations.
This practice note explores the various ways contracts can be dated, highlighting the strategic and legal implications of each method. It provides practical guidance for drafting effective dates to ensure clarity and compliance.
This practice note explores the purpose, drafting best practices, and legal implications of non-solicitation clauses in South African commercial contracts. It provides practical guidance on how to craft enforceable clauses that balance business protection with constitutional rights.
This practice note explores the key differences between non-compete and non-solicitation clauses, focusing on their purpose, scope, enforceability, and jurisdictional applications. It provides a comparative overview relevant to employers, employees, and legal practitioners, especially in cross-border contexts.
This practice note explores the fundamental principles, structuring, and risks associated with Choice of Law clauses in international contracts. It provides practical guidance on drafting effective clauses while considering mandatory rules and public policy exceptions.
This practice note explores the principles and application of conflict-of-law rules in international contracts, focusing on how courts determine the applicable legal system when multiple jurisdictions are involved. It highlights key doctrines, typical scenarios, and strategic considerations for drafting contracts to manage cross-border legal risks.
This practice note provides an overview of key clauses, compliance considerations, and best practices for incorporating AI and data use into commercial contracts. It aims to equip legal and business professionals with practical tools and frameworks to draft clear, compliant and effective agreements.
This practice note explores the purpose, scope, and key elements of conflict of interest clauses in commercial contracts. It highlights when such clauses are essential and best practices for drafting them to manage risks effectively.
This practice note explores the distinction between conditions precedent and resolutive conditions in commercial contracts. It explains their legal effects, practical applications, and strategic importance in managing risk and obligations.
Sanctions clauses in international contracts have become indispensable, with recent case law confirming that even technically lawful agreements can be invalidated if they fail to address sanctions risks. The latest practice emphasizes detailed drafting, layered compliance obligations, and proactive risk allocation across multiple regimes.
This note focuses on best practices for drafting and negotiating data privacy clauses in commercial contracts, emphasizing compliance with evolving regulations and emerging technologies. It highlights key issues such as AI data use, cross-border transfers, and risk allocation to help practitioners manage legal and operational challenges effectively.
This practice note explores the scope of political risk and the role of stabilization clauses in mitigating such risks within energy and infrastructure projects. It highlights key contractual mechanisms designed to balance investor protection with state sovereignty.
This practice note provides guidance on the role and importance of branding and trade mark clauses in commercial contracts where one party is permitted to use another’s brand. It explains the key risks these clauses address and outlines essential drafting considerations to protect ownership, control brand use, and safeguard trade marks and associated goodwill throughout and after the contractual relationship.
This practice note explores the essential components and practical drafting considerations of business ethics clauses in commercial contracts, including the implications of non-compliance. It aims to provide a clear framework for understanding how such clauses enhance ethical standards and enforceability in business agreements.
This practice note provides practical guidance on structuring and negotiating insurance provisions in commercial contracts, with a focus on aligning insurance obligations with contractual risk allocation, liability caps, and indemnities. It outlines how insurance requirements should be tailored to different types of commercial agreements, while remaining adaptable to mandatory local law and regulatory frameworks.
This practice note outlines essential best practices for negotiating anti-bribery and corruption clauses in contracts, emphasizing compliance with international laws and practical enforcement mechanisms. It highlights the risks of omitting such clauses and offers guidance for negotiators to balance legal rigor with commercial feasibility.
This practice note provides a focused overview of the scope of SHE (Safety, Health, and Environment) clauses in contracts, highlighting their role in ensuring legal compliance and effective risk management. It serves as a practical guide for negotiating these clauses to align with statutory requirements and commercial objectives.
This practice note explores the distinctions between the principles of good faith and utmost good faith in commercial contracts, highlighting their scope, application, and legal implications. It aims to clarify how these doctrines influence contractual duties and risk allocation.
This practice note explores the distinctions between Change of Control (CoC) and Adverse Change of Control (ACoC) clauses in commercial contracts, outlining best practices and practical guidelines for their use. It aims to provide clarity on how these clauses function and their strategic importance in various contractual contexts.
This practice note covers key contractual clauses designed to monitor and manage supplier financial health risks. It provides practical tools for early detection of financial distress and mechanisms to ensure supply chain continuity.
This practice note focuses on the evolving landscape of human rights due diligence clauses in international contracts, shaped by binding legislation and global standards. It highlights key legal frameworks, typical clause features, risks, and practical takeaways for effective contract drafting.
This practice note focuses on the essential elements and best practices for drafting effective force majeure clauses in commercial contracts. It aims to provide clear guidance to help parties allocate risk and manage disruptions caused by extraordinary events.
Hardship clauses in international contracts address unforeseen events that make contractual performance excessively burdensome, providing mechanisms for renegotiation and adaptation. This note focuses on the interplay between the UNIDROIT Principles and CISG Article 79 to draft resilient and balanced cross-border agreements.