The title should reflect the subject matter of the transaction and, if appropriate, the parties.
- License Agreement;
- Joint Venture Agreement;
- Franchise Agreement;
- Buy-sell Agreement
2. PREAMBLE (RECITALS)
Most transaction agreements begin with some form of a preamble that identifies the purpose of the document and describes the transaction, the intent of the parties and any assumed facts underlying the transaction. The preamble identifies the parties and the date of the transaction as well as the nature of the transaction. In many contracts, this appear as the “whereas” section, in which all of the statements begin with that term.
The use of defined terms can simplify a document immeasurably. While the number and extent of the definition section depend upon the nature of the agreement, virtually all contracts will include some defined terms.
- Definition of Insurance
- Letter of Credit
I already explained about obligations before this article. You could searh that in column “What are you looking for….” about “How to Make a Contract, including Obligations in contratc law”.
- Pure Obligation;
- Conditional Obligation;
- With a period Obligation;
- Joint Obligation;
- Divisible n indivisible Obligation;
- With a Penal Clause Obligation
5. BREACH OF CONTRACT
In Civil Law System ( In Indonesia, KUHPerdata) breach of contract called WANPRESTASI
If the debtor does not fulfill obligation including:
- Not timely
- Not in accordance with the agreement previously
except in case of Force Majeure.
In the above conditions:
- There has been a violation of law, or against the law
to the rights of the creditor (onrechtmatige daad) Art. 1365,
- Consequently, the debtor is required to pay compensation or debtor
may request cancellation of the agreement.
Sanctions on the incidence of default to debtors who neglect
can be :
- Paying compensation
- The cancellation of the agreement (under favorable conditions / no detrimental to the debtor)
- The transition risk
- .Pay the court fee (if taken to court)
6. FORCE MAJEURE
Force Majeure – an “act of God” which prevents one party from performing the obligations owing under a contract. Commonly such things as war, riots, earthquakes, floods, strikes and the like are included. The common law generally takes a stricter approach to force majeure than civil law legal systems.
With the onset of “force majeure”, then A portion or all of the agreement in the contract can not be held. No person was charged with the responsibility or risk for failure or delay the settlement of the obligations under the contract.
7. CHOICE OF LAW
Choice of Law – often, the parties to a contract will specify which rules of law should be used to resolve any dispute between them. Particularly in international transactions, the choice of law can be a significant point of negotiation among lawyers. Choice of law (what legal principles will be used to resolve the dispute) should be distinguished from choice of forum (where the dispute should be resolved) and choice of dispute resolution method (litigation or some form of ADR).
8. DISPUTES RESOLUTION
All disputes arising from this contract shall be finally setlled under the Rules of :
- Litigation Process (court)
- Non Litigation Process (Negotiation, Conciliation, Mediation or Arbitration)