It allows parties to negotiate the "legal T&Cs" one time; the parties can re-use those T&Cs in future transactions by signing short-form contracts that (ideally) incorporate the master agreement by reference and set forth any transaction-specific terms. Rather, the [co-branding agreement] is one piece of evidence demonstrating that the parties understood their relationship would proceed in English, and that [the manufacturer] suddenly deviated from that understanding and practice when providing notice. A master agreement might state that its terms apply to all transactions between the parties, even if the parties use a purchase order, statement of work, etc., that doesn't refer to the master agreement. (2) The Receiving Party must disclose only so much Confidential Information as is required to comply with the Compulsory Legal Demand. (A) reporting possible violations of law or regulation to any governmental agency or entity having jurisdiction, including but not limited to the United States Department of Justice, Securities and Exchange Commission, Congress, and any agency inspector general, as well as any other federal, state or local government official; nor (B) disclosure to an attorney solely for the purpose of reporting or investigating a suspected violation of law; (C) disclosure in a complaint or other document filed in a lawsuit or other proceeding, if the filing is made under seal; (D) disclosure to an attorney representing the Receiving Party for use in the court proceedings of a lawsuit alleging that the Disclosing Party retaliated against the Receiving Party for reporting a suspected violation of law, as long as any document containing the Confidential Information is filed in court only under seal and the Receiving Party does not otherwise disclose the Confidential Information except under a court order; (E) making other disclosures by the Receiving Party that are positively authorized by law or regulation, for example the [U.
Companies sometimes want to negotiate pricing and other terms & conditions on behalf of their affiliates; that can help to reduce the transaction costs that would attend negotiation of individual contracts between each affiliate and the same counterparty. This was suggested in a Linked In comment (group membership required) by attorney Michael Little. (3) If so requested by the Disclosing Party, the Receiving Party must provide reasonable cooperation with any efforts by the Disclosing Party to limit the disclosure, and/or to obtain legal protection for the information to be disclosed, in response to the Compulsory Legal Demand. There, the court held that Martin Marietta had breached a non-disclosure agreement by including Vulcan's confidential information in an SEC filing about Martin Marietta's proposed takeover of Vulcan. S.] National Labor Relations Act or other labor- or employment law; nor (2) as requiring the Receiving Party to obtain the prior consent of the Disclosing Party to make such reports or disclosures; nor (3) as requiring the Receiving Party to notify the Disclosing Party that it has made such reports or disclosures.
Therefore, crediting plaintiffs' allegations, the release contained in the Certificate is valid, and plaintiffs cannot prevail on their cause of action alleging breach of fiduciary duty. (2) Unless the Agreement expressly states otherwise, IF: Performance of a transaction has already commenced under a prior master agreement between the parties; THEN: That prior master agreement will remain in effect as to that transaction until its performance is completed. The Colorado district court ruled that, contrary to the decision of the arbitration panel, the testimony of the retailer's CEO established that the co-branding agreement had indeed been a "master" agreement; this meant that the Chinese-language notice of arbitration had been insufficient, and that in turn meant that, under the New York Convention, the court could decline to enforce the damages award. refers to a demand for information such as (for example) a subpoena; a search warrant; a civil investigative demand; or a discovery request in a lawsuit; if in each such case, both of the following are true: (1) the demand for information is initiated or propounded by a third party such as (for example) a litigant or a governmental entity; and (2) the Receiving Party's compliance with the demand for information may be compelled under penalty of law.
A pre-negotiated master agreement can be extremely useful in business. Citing the virtual unreviewability of arbitration awards even when grounded on errors of law, the Tenth Circuit chose not to address the master-agreement issue: [O]ur holding does not rely on the conclusion that the [sales contract] was bound by the terms of the [co-branding agreement]. DRAFTING LESSON: It's best if purchase orders, statements of work, etc., expressly identify a "master" agreement and state that the master agreement applies. (1) The Receiving Party must seasonably advise the Disclosing Party of the Compulsory Legal Demand (to the extent that doing so is not prohibited by law).
See generally Ken Adams, Can a Trust Enter Into a Contract? Failing to name the correct corporate entity as the other party to the contract could leave the drafter's client holding the bag. 2015): Northbound's decision to sue the parent company, and not the subsidiary that was the named party to the contract, proved fatal to Northbound's breach-of-contract case. In that case, the contract (i) stated that it was creating a strategic alliance for the contracting party and its affiliates, and (ii) was signed by the president of the contracting party, who was also the sole managing member of the affiliate. Solely during the Authorized Use Period, the Receiving Party may use Confidential Information to the extent reasonably necessary for one or more of the following: (1) performing the Receiving Party's obligations under the Agreement; (2) exercising the Receiving Party's rights under the Agreement; (3) assessing whether to enter into another agreement with the Disclosing Party; and (4) any other particular authorized uses expressly agreed to in writing by the parties — it is immaterial if one or more of such other authorized uses, if any, falls within any of subdivisions (1) through (3) above.
The relationship between plaintiffs and Tzolis had become antagonistic, to the extent that plaintiffs could no longer reasonably regard Tzolis as trustworthy. In similar fashion, if the Background section of the agreement recites facts about a dispute between the parties, the court likely will accept those facts as true; see the commentary to CD-25.2. That can help counter what one commentator says will be the plaintiffs' lawyers' response to the Pappas decision, namely not to stipulate in their complaints that the parties had a dispute. (c) Any prior master agreement between the parties concerning the subject matter of the Agreement is cancelled, on a going-forward basis only, as follows: (1) the Agreement (along with any applicable transaction-specific agreement) will govern any transaction concerning that subject matter whose performance is begun during the term of the Agreement. In that case: A Chinese manufacturer of solar-panel products entered into a co-branding agreement with a U. The co-branding agreement contained an arbitration provision, which expressly required that arbitration proceedings be in English. Subdivision (b) ia a corollary to the confidentiality obligations; see generally its commentary.The long-term goal of the Common Draft project is to serve as a lasting, public repository of carefully-drafted contract provisions that cover a wide variety of business needs, with annotations, commentary, and student exercises. A receiving party might want an expiration date for confidentiality obligations as a safe harbor. A disclosing party will want to follow up to be sure that the return-or-destruction requirement is actually complied with; if it were to fail to do so, a receiving party (or a third party) could try to use that as evidence that the disclosing party did not take reasonable precautions to preserve the secrecy of its confidential information, as discussed in this annotation.