How to draft an agreement | Simon | Skillshare

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How to draft an agreement

teacher avatar Simon, home cook/attorney-at-law

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Taught by industry leaders & working professionals
Topics include illustration, design, photography, and more

Watch this class and thousands more

Get unlimited access to every class
Taught by industry leaders & working professionals
Topics include illustration, design, photography, and more

Lessons in This Class

6 Lessons (59m)
    • 1. Introduction

      3:34
    • 2. Lesson 1- The conditions of validity of the agreement

      6:05
    • 3. Lesson 2- The preamble of the agreement

      9:18
    • 4. Lesson 3- The main text of the agreement

      17:55
    • 5. Lesson 4- The standard clauses

      21:22
    • 6. Closing words

      1:01
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About This Class

Hello and welcome everyone to my new class, where I will teach you how to draft an agreement.

My name is Simon and I’m an attorney at law with 16 years experience.

I specialized in Civil and Business Law in general and more specifically in Corporate Law and Contracts Law.

I have worked in a lot of fields with many companies both locally and internationally. And on countless projects from the public and private transport sector, to agriculture, to food and beverage, restaurants and hospitality, to the banking and financial sector, electronics and technology, and even in the health and cosmetics field.

I have come across all kinds of agreements, from the simplest ones, to the longest, most complex and most tedious ones. And I have always thought that everyone needs to learn a bit about agreements from a practical point of view. I am not talking about the theory behind contracts law, but the applied hands-on approach. 

This class is aimed at anyone who in their everyday work need to draft, review and sign small to medium agreements.

This class will benefit also anyone who occasionally needs to enter into agreements. And who among us has not been in such a situation. Whether to rent an apartment, to lease a car or for any kind of services.

Our classes will be divided as follows:

  • Lesson 1: The key elements that condition the validity of an agreement.
  • Lesson 2: The preamble of the agreement.
  • Lesson 3:  The main text of the agreement.
  • Lesson 4:  The standard clauses of most agreements.

So stay tuned and if anyone has a question, I'll be happy to answer.

Simon.

Meet Your Teacher

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Simon

home cook/attorney-at-law

Teacher

Simon is an attorney-at-law with a Master of Law in Private and Business Law (Banking and Capital Markets) from Saint Joseph University at the end of which he submitted a thesis relating to the international competence of the Lebanese courts in bankruptcy issues. Simon has more than 16 years' experience in Civil and Business law in general and more specifically in corporate law and contracts law.


Simon completed as well a bachelor degree in industrial psychology.

However, his true passion lies in the kitchen as a home cook, where he has gathered through the years lots and lots of traditional Lebanese family recipes and gained precious experience and knowledge in the culinary arts and especially in Lebanese, Levantine and Middle Eastern cuisine. 

See full profile

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Transcripts

1. Introduction: Hello everyone and welcome to my new class where I'll be teaching you how to draft an agreement. My name is Simon and I'm an attorney at Lord 16 years experience. I specialized in civil and business law in January and most specifically in corporate law and contracts. I have worked in a lot of fields or the many companies, both locally and internationally, and on countless projects from the public and private transport sector, to agriculture, to food and beverage, restaurants and hospitality, to the banking and financial sector, electronics and technology, and even in health and cosmetic. And I have come across all kinds of academia from the simplest ones. So the longest, most complicated, most tedious ones. And I have always thought that everyone needs to learn a bit about magazines from a practical angry. I'm not talking about the theory behind contracts, but the applied hands-on approach. This class is aimed at anyone who in their everyday work need to draft, leave you and sign small to medium magazines. This class will benefit also anyone who occasionally needs to enter into agreements and who among us has not been in such a situation, whether to rent an apartment or for any kind of services. But let me start by saying that this class does not pretend to be capable of replacing the advice or the intervention. Or professional such as a lawyer and turning. You will always need to seek professional help in certain circumstances, especially in overly complicated and readings. This class rather, we'll give you some pointers on how to draft an agreement. If you cannot or do not want for some reason to seek direct professionally. It will also help you to be prepared to review an agreement that was submitted by explaining what are the main issues, the main point to look for in an agreement, what to focus on and what mistakes to avoid. As previously mentioned, this class is not an cannot be a theoretically one. This is not a law school contracts locals. Our main focus is to learn how to practically draft unacceptable agreements. However, some theory relating to the key elements that condition the validity of an agreement are to a certain measure necessary in order to understand the constitution of the agreements. Our lessons will be divided as follows. In our first lesson, we will learn briefly about the key elements that condition the validity of an agreed. Our second lesson will be about the preamble of the elements. In other words, the introduction of the agreement governing the parties there too, and the recycles. The third lesson will revolve around the main text of the agonies. Starting with the way the latter needs to be formulated and get into the essential points that need to figure an average agreements. In the fourth lesson, I will go through some of the standard clauses that we most frequently come across in contracts and agreements. I will explain each of these standard articles and give an example of each. So state Jones. And if anyone has any questions, I'll be more than happy to. And check my page where I'll make some downloadable available. 2. Lesson 1- The conditions of validity of the agreement: Welcome to our first lesson entitled Lucky elements that conditioned the validity of an agreement. Let's start by defining an agreement. An agreement is a necessary instrument that contains the legally binding arrangements agreed upon between the parties as to a course of action. Now, every agreement has to fulfill certain conditions in order to be considered valid. These conditions, very superficially, between civil law systems and common law and civil law systems. We have three conditions. Consent, object of the agreement, and cause cause on the obligation and cause of the agreements. We will start with the consent. The consent entails, and then the parties to an agreement have freely, without any errors and validly approved the arrangement contained in the Iranians? I say validly because within the condition of consent, we have the element of capacity. And did the person signing the agreement needs to be legal of signing that agreement. Meaning, for example, being an adult and being seen of one on the other hand. And from another point of view, it means having the authority to represent a company that is party to an agreed. As for the objects of the agreement, this is basically what the agreements about. What are the services being provided, what is being sold, or rented, et cetera. If the agreement has an illegal object, such as the sale of illegal drugs, or if the agreement has an object that does not exist or cannot exist in the future than the agreement is votes. As for the cost, we have to separate between the cost of the obligation and the cause of the agreement. The cost of the obligation means why I am obligated to perform a certain act under the agreement. Why i am rendering surface and a mutual agreement. This discourse is usually the mutual obligation, or the opposite obligation than the other party is subject to. Simply put, it is the counterpart, such as the payment of the price of a salt products. Now if the obligation has no cause or it's close as illegal, such as killing someone in consideration of a certain payment, for example, then the agreement is, on the other hand, the cost of the contract is the reason or the motive behind the agreements. And other words, Why I am signing the agreement, and of course varies from agreement to agreement. For example, why am I buying an apartment? If the cause of the agreement is illegal, such as buying the apartment in order to use it for an illegal activity, then the agreement is void. Now for the common law, the conditions in essence are the same or very close. We have the author, the acceptance, the concerns, and the consideration. We start with the offer. An offer as a statement, conditions which the person making the offer is prepared to be contractually bound to. An offer is different from an invitation to treat, which only invite someone to make an offer, and is not intended to be contractually binding. For example, advertisements, catalogs, and brochures, where prices of the products are listed or not offers, but rather invitations to treat, to treat. The acceptance of the offer. The other party needs to expressly, unequivocally accept the offer. The acceptance must be unconditionally and it must be clearly communicated. And in negotiations between the parties, counteroffers rather than acceptance. We got to the consent along with the capacity and the intention. These related conditions rejoin what we have seen under civil law. And as previously stated, consent to the contract must be freely given. For example, they cannot be any coercion or undue influence or Mr. representations. In addition, all parties must have the ability to understand the terms and any obligations under the contract. This is the condition of capacity. Also, it must be clear that the parties intended to enter into a legal, legally binding contract. And finally, consideration. Consideration as a concept close to the concepts of objects and posts that we have mentioned under civil law systems, concentration can be legally defined as the benefits that must be bargained for between the parties. And, and it is the essential reason for a party entering into contracts. Consideration must be valuable at least to the parties and is and is exchanged for the performance or promise of performance by the other. But such performance itself is consideration in a contract. Simply but one concentration, the fin given and exchanged for another consideration. These are mainly the conditions for the validity of all librarians. However, please keep in mind that certain agreements need in addition to the performance of certain formalities in order to be considered valid, such as the signature of the agreement before a notary public. And in the end, not that we have briefly explained the key conditions of an entity. We shall carry on with our second lesson revolving around the preamble of the agreement. In other words, the introduction of the diagonal covering the parties there to under recitals. 3. Lesson 2- The preamble of the agreement: Hello and welcome back everyone to. Our second lesson, will cover the preamble of the angry. Let's start by defining a parameter. The preamble is basically the introduction to an agreement. It consists in a titan for gravity, the determination of the parties to the agreement. And the receptor will begin with the title. Let me start by saying that there are several of words, synonyms that can be used instead of the word agreement, such as contract and bunching, occurring, covalent, or understanding, etcetera. All these words have the same meaning. But the two words that are most frequently used, or agreement and palm trees. We will sometimes come across an agreement or a memorandum of understanding or an all your dam or u, is simply a fancy appellation for an agreement between two or several parties. And that establishes a common line of action. All that sets out the possibility of an eventual common project. So it's basically a frame academia that establishes the broad outlines of what each party can expect from its partners in a corporation or a common project. And unless expressly and clearly stated, the MOU does not impose legally binding obligations on the pilots, but rather endeavors in Goodwin and faith towards a common. Going back to the title of the agreements, the title should describe the subject matter of gravity in a small, concise sentence, such as say, library, loan agreement, share purchase agreement, et cetera. The contents of the agreements cannot be described in a small, concise sentence. Man, it's better to just entitled agreement in a generic manner depending on a situation such as services agreement or simply agreement or contract. The importance of the title isn't that gives us an idea of what to expect and the text of the agreement. But it does not have any legal effect. In other words, a long title or the absence of a dipole altogether will not, will not null or void the academic. Let me give an example. If say you are using at least somebody like Greenland and adapting it in order to draft like me, and you inadvertently give the title as lease agreement. Of course, it will result in an ambiguous situation. It will not avoiding the agreement. The title is for indication and clarity purposes. It does not change the nature, the justification, or quantification of the enemy. In this example, it will remain the same. As for the parties. Following the title. You were frequently noticed a sentence containing the date on which magazine it was drafted. But this is not necessarily that it can be mentioned at the end of the country. Here's an example of the standard sentence following the daikon. And this agreement is entered into the third day of July 2020 by in-between. And this is an example. We have at this point to determine the parties signing gallery. And most frequently, agreements are bilateral, meaning that they will be toolbox. However, sometimes the agreements can be multilateral with three or more parts. So first, we have to do is decide the order in which the parties will be enumerated. The order does not have any legal effect, but it follows a certain logic and helps in the coherence of the whole agreement. Let's go for for some examples. If for example, we are talking about an apartment or property sale agreement, the owner or seller will usually be the first party and the buyer the second. Another example, if it's a lease agreement, the owner of the property or lesser, will be the first party and the lessee, the second one. If say services agreement, usually the pathetic wiring, the service will be the first party and the service provider the second one. But again, keep in mind that does not ultimately matter legally. Which party comes first. As for the description of the parties, it depends whether it's an individual or a company. If it's an individual, you have to put the name of the individual. You can add his or her nationality, especially if some international embodiment and some form of ID, passport number. For example, if the person is signing on behalf of someone else, it needs to be clearly stated, such as apparent signing for a minor. In addition, you have to add the person's address. The address is very important because at some point, you might move to notify the other party or something. If it's a company, you have to put the company's name and its legal form, such as joint stock company or limited liability company, LLC, et cetera, where the company is registered, it's registration number and the name of the officer representing the company that aids. In other words, who will sign on behalf of the company. You have to add the name of the officers, quality, chairperson, CEO, CFO, etcetera, and then add the company's address. It can be the registered address, or headquarters, or the address of a branch. And it's worth noting that both individuals and companies may elect domiciles for the purposes of the agreement. In other words, the parties may determine a domiciled and for the purposes of any notifications related to the agreement in a different address than the usual one, such as the offices of their lawyer, for example. You also have to add the reference after the description of each body that they're in after this party will be referred to as the first or the second body or any other appellation that may refer to each party such as seller, buyer, lessor, lessee, lender, borrower, service provider, or even an acronym referring to the company's name. The Appalachians are complex. At this point we get to the recited. The recycles are like the background or the contexts of magazines and other words, we are explaining why we are assigning this. Of course, the excitons can be very simple, like for example, whereas the first body owns a certain property and wishes to sell it, whereas the second party has proposed to purchase such property within the terms and conditions of the present. This is an example of short, simple, concise recyclers. Nevertheless, sometimes if the operation that transaction or the object of the agreement is complex, or if there are several parties in the agreement, or if there are previous agreements or other related agreements, they're excited is needs to be much more detail, detailed, and comprehensive. And the reason for this is that the third party objective leader needs to be able to understand from the recitals why the parties are signing agreements. What brought us to this point? This corroborates the clarity, cohesion, and coherence. As for the formulation of the recitals, you will notice that usually each paragraph of the recitals starts with the word, whereas as states, one of the reasons why this agreement is being signed. Following the recital. At the end of the preamble, you'll often notice a sentence that goes along those terms. Now therefore, in consideration of the foregoing and the mutual covenants and understandings contain here, it's hereby mutually agreed between the parties as follows. I know it seems obvious to say mutually agreed, otherwise the parties would not have signed had they not uncentered. But keep in mind what we have explained in the introduction and in the first lesson about the necessity of consent as a condition of validity of an agreement. After all, an agreement is a formal instrument and there are certain formalities that need to be observed. Our next lesson will revolve around the body of the uneven, the main text of the agreement, starting with the way that the latter needs to be formulated and getting to the essential points that need to figure an agreement. So stay tuned. 4. Lesson 3- The main text of the agreement: Hello and welcome back everyone to our third lesson. If you remember, in our first lesson, we talked about the key elements that conditioned the validity of an agreement. And in our second lesson, we saw the preamble of the agreement. And now following the preamble, we get to the main text of the agony. In other words, the articles or stipulations of the elements. So evidently in this spot that the understanding or the arrangement made between the parties will be described. In this lesson, we'll first tackle the linguistic style of the agreements or the way sentences are formulated. And then we will see what are the main points that need to be addressed in most articles. So let's start first with the linguistic style of the ideal. Let me start by a few principle points. The most important matter in an agreement is clarity. And agreement is not a literary work. In other words, it's much less important to be eloquent when writing an agreement. That is to express, to be expressed exact and precise. To be clear, and to avoid any ambiguity, you should not as much as possible place for interpretation. This is the reason why you will often feel than the style and the language of an agreement is harsh, rigid. In eloquent. This is also why you will find many unnecessary repetition. You will notice, for example, that the subject of a sentence, usually one of the parties in, is unnecessarily repeated two or several times in the sentence. And I'll give an example. It's normal to formulate a sentence in agreement like this, except for and to the extent of delays resulting from the fault of the customer and the delays in the performance of companies undertakings under this agreement will result in the company incurring late delivery penalty equal to 2% of the Albanians. You might feel that this is strongly or weakly constructed sentence. But in fact, this is the normal language of agreements. Of course. It's a short sentence. And in such a sentence like this, you can allow yourself to formulated in a more suitable fashion. But in long sentences, always prioritize the clarity of the meaning rather than the beauty or the grammar of the language. The grammar of the sentence. Keep in mind that you are not writing a novel, an essay, or a thesis. This is a legal instrument and you need an objective reader such as a judge or an arbitrator, or a mediator, to understand the meaning or the will of the parties without the shadow of a doubt and without as much as possible. The need for interpretation. The same goes for the length of the sentences. You will often have Microsoft Word asking you to shorten a fragmented sentence, for example, or telling you that you are using a pessimist. But again, this is normal when panning and agreements. I would like to talk a little bit about the spirit of the agreement. An agreement, in principle is an instrument that aims to safeguard and protect the rights of both parties, not those of one party at the expense of the other party. For me as a lawyer, there's nothing worse than reading a one-sided academia. You can right away feel bad intention of the other party or their lawyer. Therefore, an unless it's a standard form of an agreement such as a bank loan agreement or mortgage agreement, an insurance agreements where it is a kind of take it or leave in dealing and where you cannot argue the articles of the contract. Never sign an agreement where you feel that your rights are not taken into consideration. Alternatively, when you feel that you are the only party that has obligations, or you are the only party that has the rigidly set timeframes, etc, then seek professional advice. Especially there are large amounts involved. Or if it's a long-term agreement, I would say that the same grows if you are drafting the agreement yourself, for yourself or on behalf of someone else, be as fair as possible. Put yourself in the other party's shoes. And you will see that the negotiation and execution of the agreement will end up being much smoother. The articles of the agreements. This evidently is the most essential part of our lesson. We start with these standard first article, the table of contents and the definitions. You'll often notice the first article being a standard one stating that the preamble to this agreement, as well as any Imax is attached there too, shall be an integral part there off. This simply means that the preamble, specifically the recitals and any annexes to the agreement shall have the same force and same legal effect and be as binding as the agreement itself. If they were part of an entire instruments. This is what integral part means. And this is important because if you remember in the previous lesson, we explained that the recitals set out the background and the context of the handyman and may referred to previously signed or other related agreements. So it's important to give them the same effect as the agreement itself. The same can be said and even more clearly about the Annexin, especially if they contain, for example, the specification of a sold merchandise or products or the conditions of provided service is therefore therefore of the utmost importance. These annexed as be as binding as the agreement, et cetera. In certain long and complicated agreements, you will notice that the first articles are dedicated to a table of contents. Definitions, section, or, or even both at. The table of contents is just for indication purposes and aims to facilitate reading the agreement, meaning that it does not have any legal effect. As for the definitions, they can usually be found in our engagement with a lot of technical words. So instead of defining such words in the text of an article. Better define them once and for all in a separate section. And the beginning of the demons of the text of the documents and thereafter to defer to the definition one, the word occurs. And however, and unlike the table of contents, the definition of a word as agreed upon by the parties is binding. You can sometimes also come across titles for each article. This is, this is not necessary, but it simplifies for using the agreements. The titles of the articles or sections or paragraphs, like the title of the agreement do not have legal effect, and a long title will not a null or void the article itself. The points that need to figure in an academic. So after the standard first article, the table of contents and the definitions, I would like to adjust at this point. The various matters that need to finger in. And of course, it depends on the subject matter. But I will enumerate the matter is that generally need to be determined in most agreements. Let's start with the rights and obligations of each body. You have to clear the Illuminate and describe the rights and obligations of each party in turn. It will benefit both parties to be able to determine in a clear manner what are the obligations and rights of each of them. For example, if a service needs to be provided, enumerate all the condition exhaustively. If possible. If it's about selling something, enumerate the specification as clearly as possible. This will benefit both parties. It would be hosed the seller, for example, to avoid the situation where the buyer objects on the presence or absence of a certain specification and vice versa, it would benefit the buyer to avoid having to argue with the seller about whether the result product contains, in fact, the verbally agreed upon specifications or not. Nevertheless, keep in mind that no one can cover each and every situation, each and every premise or scenario, but tried to cover as much as possible. Then you have to think about the concentration. And if you'll remember from our previous lesson, lesson, lesson one. The consideration means that it answers the question what you are getting in return for your obligation? In the sale agreement, it's the payment or the purchase price. And the lease agreement. It's the rent in a services agreement, is the fee, et cetera. And you have to clearly determine the amount of UV, right, in both in letters and numbers. And determine when it is. Send the currency of the payments. The payments schedule determine the mode of payment. Cash. Check, white transfer, etc. Determine your bank details. Specifically. If it's a recurring payment determined determined the place of payments determined, mother abatement, or any down payment will be made upon signature of the agreements or if the payment will be made at a later stage. If the payment or one of the payments is made upon signature of the agreement, then you might talk to other stipulations stating that the signature of the agreement constituents a receipt of that payment. This will avoid you having the issue of having to issue an invoice and the receipt at a later stage. The period of the arguments after the payment. You have to determine the term of the agreement or the period of the agonist. Is it made for a month, a year, then years? Or is it for an undetermined period? Then determine whether the contract will be renewed, renewable or not. If yes. Is it automatically renewed or does it need to private and consent of the parties? If the agreement is automatically renewable, how long pride to the term, should the party notify the other party its desire to not renew the agreement? And if the agreement is for an undetermined period, then what is the procedure? If a party wants to terminate this idea? If the agreement is for a certain period, other parties allowed to terminate the agreement prior to its term. What are the conditions and before how long should the party party notify the other of its wish to terminate? All these matters need to be suffered in order to avoid potential problems. Another matter would be the village of agreements. Several questions need to be answered. What are the obligations of the breaching party and what are the rights of the other party? The other party has the right to immediately terminate the agreement on the breaching party, has the possibility to remedy the bunnies? If yes, within what pivot? Will there be a penalty for the reach? And if there is an indemnification, is it a lump sum or a penalty for each day or week or month delay? Will there be amongst that need to be reimbursed? If there was a downpayment? There has been a downpayment. Will it have to be reimbursed? So the possibilities are endless and we did not cover them all in one lesson. But the main thing is to clearly and in advance, determined what will happen. Betting on the bridge of agreements. We have to address the conflict resolution. Let me start by saying that you can you can keep this part on determined in the agreement and referred to normal, normal judicial procedures. However, I think it is better to settle this in Athens. And in the event of a, in the event of conflict occurs between the parties, how will it be resolved? And really a good idea to provide for a small period of time dedicated for negotiations in good faith towards an amicable resolution. If this fails, you should have determined whether there will be another conflict resolution measure such as mediation or not. And in any case, we have to determine in advance if the conflict will be ultimately settled by judicial courts or by arbitration. If through judicial courts. When the normally competent court settled or conflict, or when the parties conferred competence to another god. If through arbitration, then we have to determine the applicable rules of arbitration. Like for example, the arbitration rules of the International Chamber of Commerce. And of course, you have to decide whether it will be a sole arbitrator or two arbitrators, each designated by a party and a third designated by the arbitrators themselves. At the end of the agreement, you will have to determine how many original copies the agreement will be drafted. I know that original copies as an oxymoron, but it simply means that the agreement was either made in one physical instrument, capped with a third person, or delivered to one of the parties. And I, of course, advise against having one-party holding the original. Oh, the agreement was made in two copies, each deemed to be an original and delivered to each of the parties. The number of original is of consequence because it has an effect on the taxation imposed on the agreement itself as a legal instrument. In most companies, there are stamp duties to be paid on each original copy of the agreement calculated based on the monetary amounts figuring in the agreement. And if there isn't, any monetary amount, would be usually a lump sum. If the part is opt for one autogenic, then they decide who pays the stamp duties or how to divide them between them. They opt for two originals than logic dictates that each party base it's copying. Here's how this article is usually formulated. This agreement has been executed into counterparts, each of which shall be deemed original, and both counterparts shall constitute one whole instrument. Following the copies, you'll usually find a sentence that says in witness where of the parties have caused this agreement to be signed on the first written above. This is another formality that needs to be observed and it addresses, again, the consent of the parties and the determination of the signature dates. Thus, at the end of the agreement and we have the names of the parties, their signature and the date of SAT signature. If a person is signing on behalf of a party such as an officer signing for the company. This needs to be signaled, plus the name of the company and the person signing on its behalf need to be mentioned. The date of signature is important because it is as of this date that the agreement comes into effect. The signature date is even more important if it is an international agreements and not both parties are signing at the same time, at the same date. The agreement in this case comes into effect as of the date of the last signature. So these are the main issues that need to be settled in every agreement. Please keep in mind that there are many other points in that may need to be addressed in an agreement depending on its objects, such as confidentiality, non-compete clauses, insurance glosses, warranties, and representations, et cetera. But you cannot, after all, cover every possible matter that may need to be settled. In our next lesson, we are going to tackle certain standard articles that you will find in almost every agreement and explain them. So stay tuned. 5. Lesson 4- The standard clauses: Hello everyone and welcome back to our fourth and last lesson. In this lesson, I would like to cover the standard clauses that we frequently come across in most embodiments. Of course, we will never be able to sustainably illuminate unexplained all standard clauses. There are too many. So we're going to simply cover the ones that we come across most frequently. And if there is a clause that I do not go through and anyone who let me know in the discussion section. Let's start with the confidentiality of the complementary as one that aims to protect a party or both parties confidential information. It is a clause of the utmost importance in agreements where one or both parties have sensitive information, such as secrets or simply private proprietary information that should not be disclosed to the public or to competitors, and that may be communicated to the other party for the purposes of the execution of the agreements. The confidentiality article throw hundreds receiving from disclosure from disclosing such information. Let's start with dissecting the outbreak and going through the different points that need to figure any confidentiality fuels. And at the same time we will take a look at the way the article is practically formulated, as you can see on the left side of the screen. Normally the article starts by statement saying that during the life of the agreement, one-party or both may disclose to the other party some sensitive information that needs to remain private. The gloss should non-state the obligation to maintain the confidentiality of sensitive information and the prohibition of the disclosure, whether directly or indirectly of such inflammation. As you can see in the example. This is the first paragraph, states the possibility of communicating some confidential information and the obligation to maintain this information as confidential and not to use or copy the non-financial inflammation of the other bulky, although than as required for the performance of the agreement. Then usually the agreement defines what constitutes confidential information. It's this paragraph. Such a definition is usually as broad as in order to cover any disclosed information that may be sensitive. We have to start by defining the medium by which the information was communicated through written graphic. Or as you can see, the definition in a broad manner of the various kinds of potential financial information and the fields they might relate. After the definition. We get to the exceptions. In other words, the situations where the disclosure of confidential information is allowed. And these are the most frequent exceptions, as you can see here. We'll start with paragraphs with a prior written consent of the body that owns the NFO as maybe required by law, rule or regulation, or by any applicable judgment, order or degree of anecdote or governmental body or agency having jurisdiction where prior to entering this agreement, it was already legitimately in the possession of the other body. Paragraphs where after its acquisition, it was received from a third party who had the right to this is very important. The third party who had the right to disclose and was not under an obligation of confidentiality. And the last the last exception where it has come into public domain otherwise than by a bridge of this RTD. In other words, if the info is configured is not confidential anymore, the article usually covers who is subject to this obligation. The confidentiality and munition should not be limited to the person or body directly signing the agreement, but should cover those affiliated to the signing parties, such as employees, officers, managers, as you can see it in the employees, consultant offices, associated, etcetera. Then we go to the consequences, a breach of this obligation. Now some articles may stand the consequences of such a page. Others may skip this part. Considering that engaging the confidentiality obligation constituents in general a breach of adding this. In this example, we have the consequence here. And it says that the receiving party shall indemnify and keep indemnifying the disclosure of any and any offers, subsidiaries or affiliates against all and any losses, claims, expenses. That's wrong. As a result of or in connection with any breach of the provisions of the song. At this point, you might come across one reading some article. Is the obligation at the end of the abdomen to return any documents containing confidential information and to erase any data containing such, such. You can see it here. Erase or destroy any computer and return to the other without delay. And, and the first request. The last point or the last issue was mentioning is the time limit or lack thereof, actually the confidentiality obligation. It's important to add in such an article that the obligation shelf survived the termination of the agreement, notwithstanding the reason behind the termination, whether it's the expiry of the element or an early termination. The survival can be for a limited period, such as a year or two years or three years, et cetera, or in certain circumstances where we are talking, for example, about trade secrets, the survival is not limited. In this example, you see here that the undertaking of the party, which means keeping information as confidential, shall survive termination. Now we go to the non-compete clause, or non-competition. The non-compete or non-competition, as I said, is one that we frequently come across in employment agreements, freelance services agreement, consultancy agreements, et cetera. It's basically a gloss that image, right? For a service provider to work or cooperate with a competitor of the hiring body or to create a business activity competing with the business of the hiring body. Delimitation, usually toddlers and the duration of the agreement and certain period afterwards. As in conventionality floors, the non-compete assembling a designing party both directly and indirectly. Meaning whether the party on retakes the prohibited activity themselves or through a third party like a company and affiliated espouse, a parent, child, etc. And rather for free or announce elimination. And as you can see in the example, that states that the second party irrevocably on those days, that you will not on his own account and any person affiliated directly or indirectly. And then we go to the prohibited a parameter, acts which are illegal or competition and lack, for example, engage or be engaged weather data to an Ikea in any businesses that compete with. The non-compete clause usually also covers not only the prohibition to participate in a competing business, but also other kinds of privated competition. Competition actions such as enticing other enticing away employees and directors, managers, et cetera, soliciting clients from the other party or discouraging clients from working with the other. But as you can see here, licit or anti, swear to solicit or enticed away from the first party, etc. And solicit way or discouraged from dealing with the first part. Of the utmost importance. To mentioned that in most legal systems, in order for the non-compete to the legal and enforceable, it has to have a limitation in time and in space. The non-compete therefore needs to have a time limitation. Because you come up to a 100, a person from working for an unlimited duration. The clause has to specify that the prohibition is for a period of one or two years or anything else. Anything that is logically and you cannot say that the prohibition will last for 50 years. The clause also had to specify a geographic territory for the provision, You cannot grab it, a person from working in any other place, even in an entire country. And you can see it here in this article, restricted in it, which is that the life of the agreement and five years after the domination and the territory which in this example is the Republic of Lebanon. Now for the first module. The first measure is a concept that allows the suspension. The suspension of the obligations contained in an agreement in certain circumstances subject to specific conditions. And the first measure. And this has been an important concept and that is automatically recognized until mineral. Unlike civil law systems. Hence, the importance of including, if you wish to have the possibility of applying this concept, Joanna agreements subject to the Common Law. The conditions or the first event or circumstance to be considered as first measured. According to most civil law systems, it has to fulfill three conditions. Exteriority, meaning that the event is not due to their fault or mistake or act of the body arguing that unpredictability, meaning that the event needs to be unforeseeable. And irresistibility, meaning than the consequences need to be unpreventable. Usually a first measure autofill. We're actively enumerate some events that are considered as first measures, such as acts of God was insurrection, et cetera. Here in the example. But let me stress that the article always says included, but not limited to. So it keeps it open. And keep in mind that the first measure situation does not exonerate a body from accomplishing its obligations. Much rather suspends the obligation as long as the event is ongoing. Lecture though not for their representations and warranties. Under this Article, one or both parties will represent and Warren to each other that each of them is Julie organized and registered. If the parties are companies and the representative has the authority. In addition, a party may be asked to represent and that it has the specific qualification and capacity to render a certain service. And that service will be performed with the required diligence and professionalism. Moreover, the body's main mutually represent a Northern than the execution of the agony max will not create a conflict with surplus. We will see two examples. The first example, the first representation is the existence of the company. In other words, not the company is Julia registered, then the authority that this agreement has been Julie and validly executed and constituents and legal valid and binding obligations. Then we go to the knock knock conflicts, meaning that the execution of this agreement will not create a conflict with any third parties. In the second example, we see that the second party will choose a service provider, warrants that he is fully qualified and capable of providing the services. And the services will be provided with promptness and requires diligence. And thirdly, the second party will work than execution and the delivery of the agreement will not create any conflict or constitute a default under another equity. Now, let's go for the indemnities. The endowment is article is one that protects a party or both from the ventral claims and demands and also losses or other incorrect Damages resulting from the misconduct of the other party, whether through negligence, infringement, breach of contract force representations, et cetera. And as you can see in this example, the article, the optical eliminates the situations where an indemnification will be required. Relationship of the parties. This article usually describes a relationship between the parties resulting from the adenine. It's normally used to exclude certain relationships, especially an employment relationship. You will come across such auto-fill services agreement. When the client needs to explain that the agreement shall lump create a permanent relationship such as a partnership and agency. Moments, as you can see in the example, they enumerate enumerate button relationships that this agreement does not constitute. Lack a joint venture partnership, agency, employment through an internship, formal business organization, anytime, et cetera. Assignment of the agreements. This article provides for two situations, as you can see directly from the example. The first situation, if a party wishes to transfer the agreement or assign it to a third party. Usually in most agreements, it has to be done with the private and consent of the other party without the priority consent of the other bought. The second situation is that the consequence of the death of the body. The agreement usually states. And the agreement shall both. The article usually states that the agreement shall both bind and benefit the successors of the dying body. The academia will be binding and new to the benefit of the successors in Titus. As for the notices, this article is pretty straightforward. It basically describes how the notifications will it be done under the agreement. The importance of this aggregate increases when it's an international agreement or in general and agreements signed remotely between the bodies. So this article may seem very basic, but actually it will come in handy in case of conflicts. What about you needs to abide by the notification formalities in order to open up the possibility for certain remedies under the editing, such as the right to terminate agreement after a specified as of the modification. And as you can see from the example, at the optimal stage, and communications between the particles pursuant to the agreement shall be made in writing and shall descend by messenger or prepaid male, etcetera. Now we go for the separability. This article is one that you will most definitely come across in most Agreement, since it protects the whole agreement as an instrument from being found. Illegal applause. The article basically states that only the illegal grows will be settled. And all the rest of the agreement remained enforced. And in effect, the legal article will usually be replaced by a valid article that is the closest in meaning as possible. As you can see from such provision, childish, fully separable and such immediate invalid on full unenforceable provision, then there will be added automatically as a part of this argument, illegal, valid, enforceable profession. Now we got to the modification and lever. This article provides for the way the Arctic may be amended or the agreement may be amended by the body. Usually I'm logically it will stand out. The embodiment may not be amended unless need in writing and approved by both parties. As you can see from the example, no waiver or multiplication will be binding unless made in writing and signed by both. The entire agreement. This alphabet would be most important if the negotiations were long and several academia drafted or amended prior to the present moment, it basically says that the agreement constitutes the entire agreement between the parties and no other arrangement whether ordered overdone can interfere with the engineers. As you can see from the example, there are no agreements or understandings between the parties. And this agreement contains the soul and entire agreement between the parties EFT mosaic party beneficiaries. This article provides that the effects of the agreement shall be limited to the signatory party and shall not create any benefits or obligations to any third parties. Except, of course, if you remember, as we said, in the event one of the parties dice, and then the agreement shall be transferred to successors. And you can see from the example, the terms and provisions of academia to solve for the benefits. Each body here too and their respective successors are permitted Asana. And for the last article and one of the most important ones, the governing law, jurisdiction. This articulate what law will govern gravity means. Meaning, according to the laws of which country or state will the agreement be executed and interpreted? As for the jurisdiction? It three joins what we were seeing in our last lesson about conflict resolution. If a conflict arises, the execution or interpretation of the agreement. How will such a conflict can be resolved? If the parties opt for normal judicial resolution, meaning through normal lawsuits, then the jurisdiction article will determine which jurisdiction will be competent. This article is mostly important when it is an international academia. It will be better than to determined upfront, watch Law and enriching jurisdiction will be competent. As you can see from the example. This academic shuttling oven and shall be interpreted in the R console levels of the French Republic. As for the jurisdiction and neon all disputes between any animal disputes between the parties arising out of or in connection with this embodiment shall be finally settled by the competent quotes. Or these are some of the standard clauses that we most frequent kit on the cross. As I've said in the beginning of this lesson. And there is no way we can go through all of them. But mainly we have enumerated most of them. So thank you for attending this lesson and the whole class in general. Please go through the closing words for some additional thoughts that I would like to share. 6. Closing words: In conclusion, let me say that I appreciate everyone who may have participated in this class. Please let me remind you again that this class is not supposed to replace professional advice. If you're unsure about something, please seek professional help. Agreement drafting and agreements in general are complicated. It will take a person a long time and a lot of experience in order to master this field if such mastery is even possible. I will also make available under the discussion section, a PDF document containing the standard clauses that we talked about in our first lesson. If you have any questions or if you need any further qualifications, or if you need help in any way, please don't hesitate to let me know. In addition, if anyone is interested in a specific agreement template, asked me about it. If I have what you're asking for, I will be happy to share it.