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Common Clauses in Civil Contracts✨

Common Clauses in Civil Contracts✨

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Encountering contracts for the first time, perhaps the clauses are what catch the eyes of many. In fact, they are also the most distinctive difference between a contract and other documents. Each clause will be tailored to a specific objective of interest to the Contracting Parties. In this article, we will go through some common clauses in civil contracts. That is, they often appear in contracts in the form of typical and mandatory clauses regardless of the type of contract.

A contract clause is a specific provision or item in a contract. Each clause covers a specific aspect related to the content of the agreement, designed to clearly define the responsibilities, powers and privileges each party is entitled to under the contract. The use of the clauseis entirely up to the needs of the parties, some of which are used more often than others. Some clauses are known as “Boilerplate clauses” – these are the clauses that often appear at the end of the contract as standard clauses in some types of business contracts, and often require little or no further negotiation. . The parties may also devise their own specific clauses, as long as applicable laws and regulations are followed, to suit the needs of each contract. This post will cover the most common clauses.

Common Clauses in Civil Contracts
Common Clauses in Civil Contracts
  • Choice of Law Clause: In this clause, the parties shall agree that the clauses shall only be construed in accordance with the laws of a particular country. In addition, the parties may also agree on a specific jurisdiction to resolve the litigation, if any.
  • Statute of Limitations Clause: This clause sets forth the timeframe for filing a lawsuit after a breach of contract or other breach is discovered.
  • Time of Performance Clause: This clause prescribes the time frame when contractual obligations may or may not be performed. Some English contracts may stipulate that “time is of the essence”, which means that one party can sue the other party for breach of contract if the obligations are not performed by that party in a short period of time. reasonable period of time.
  • Entire Agreement Clause: This clause stipulates that the present contractual instrument shall supersede all prior oral or written agreements between the parties.
  • Indemnification Clause: This clause stipulates that one party will indemnify the other for any losses or expenses incurred or to ensure that the other party is not liable. It should be used with great caution as this clause may limit a party’s ability to recover damages.
  • Notice Clause: Provisions on how one party gives notice to the other (to terminate a contract, for example).
  • Assignment Clause: This clause shall provide for the possibility of selling or transferring the rights and obligations of the parties under the contract to another party.
  • Force Majeure Clause: This clause provides for the temporary suspension of contract performance in the event of an event beyond the control of the parties (such as earthquake, volcano, tsunami, flood, etc.).
  • Headings Clause: This clause will usually specify that the headings used throughout the contract are for convenience only, have no special meaning and do not affect the main content of each item.
  • Attachment Clause: This clause ensures that all attachments and schedules will be considered part of the agreement.
  • Liquidated Damages Clause: This clause allows the aggrieved party to claim damages in cases where it is difficult to calculate the actual amount of damages.
  • Limitations On Damages Clause: This clause provides for the maximum amount of damages or limits on the types of damages in connection with a contractual dispute.
  • Confidentiality Clause: This clause is intended to ensure that the parties will not disclose certain information.
  • Announcements Clause: This clause specifies how the parties make the contents of the contract publicly available, such as statements about an upcoming merger or joint venture.
  • Counterparts Clause: This clause provides that the parties have the right to sign copies of the contract without all being present in the same place at the same time to sign together.
  • Non-Waiver Clause: This clause provides that each party does not “waive” its rights to accept non-compliance from the other. For example, assume that one party only makes payments every two months while the contract requires that party to make monthly payments. If the aggrieved party accepts the payments but does not file a lawsuit, this clause will allow that party to recover the outstanding payments.
  • Severability Clause: This clause ensures that when part of a contract is declared void, the remainder remains in full force and effect. In the absence of this clause, if just one clause is deemed invalid, then the entire contract will be declared invalid by the court.
  • Arbitration Clause: This clause provides that any dispute, if it arises, shall be resolved through arbitration rather than litigation.
  • Attorney Fees Clause: This clause states that the losing party will reimburse the other party for attorneys’ fees (and sometimes including court fees and other costs).
  • The enforcement of a particular clause is largely dependent on the laws of each region. In general, the parties may introduce any clause as they deem necessary, with the aim of ensuring compliance with applicable laws and regulations governing the contract.

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