A contract clause is a specific provision or section of a contract that sets out the rights, obligations, and responsibilities of the parties to the agreement. Contract clauses are an essential part of any contract, and they help to ensure that both parties understand their obligations and responsibilities under the agreement.

There are several types of contract clauses, including:

Conditions: These are clauses that set out specific conditions that must be met before the contract can be binding.

Warranties: These are clauses that provide assurances or guarantees regarding the quality, performance, or condition of goods or services provided under the contract.

Representations: These are clauses that set out the factual information about the parties to the contract or the subject matter of the contract.

Indemnity clauses: These are clauses that set out the circumstances in which one party will indemnify or compensate the other party for losses or damages.

Termination clauses: These are clauses that set out the circumstances in which the contract can be terminated by one or both parties.

Confidentiality clauses: These are clauses that set out the obligations of the parties to keep confidential information confidential.

Force majeure clauses: These are clauses that set out the circumstances under which a party will not be liable for non-performance or delay due to circumstances beyond their control.

The specific contract clauses included in a contract will depend on the nature of the agreement and the needs of the parties involved. It is important to carefully review and negotiate contract clauses before signing a contract to ensure that the terms of the agreement are fair and reasonable for all parties involved.

Contract’s Midnight Clauses: Governing law; Applicable jurisdiction and Arbitration Clause.

A commercial contract is a legal relationship, in its acrimonious standoff, the first legal hurdles to be met are Governing law; Applicable Jurisdiction; and Arbitration Clause as structured to apply to the contract. In its negotiations phase, these clauses largely are renegade to the last option and thus as referred to as midnight clause, these are glossed over in the finalization of the agreement and unless a full thought is given, if parties are from different geographies it results in litigation lawyers’ paradise.

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