SOW, their main ingrdients are:
- Scope of Work,
- Detailed description of the services,
- Specific requirements,
- Term of the SOW,
- Additional or Special Requirements,
- Precedent Clause, and
- Signature Block.
You should especially pay attention to:
- Acceptance Language,
- Payment Terms,
- Intellectual Property (“IP”) Ownership,
- Indemnity Clauses, and
- Limitation of Liability Clauses.
As of 1st July 2017, Dutch Law will apply stricter requirements for B2B payments: not any later than 60 days for SME. Any longer term will be automatically void.
In case of lat epayment, statutory interests will apply: 8% per year enforceable up to 5 years.
A list of reminders of what you need to stuff into your Master Agreement.
While several jurisdictions can count on abusive clause’s laws to give shelter to consumers, France tackled such abuses between commercial entities too with a 2008-law.
The Four main takeaways are that:
- the range of actions is growing and reaches also relationship of unbalanced paower
- a ruling is not limited to the single clause but the the overall contract
- the unbalancement is quite broad as a concept, therefore rather far-reaching
- the check on the legitimity is now even extended to the price assessment.
Webinar from DLA Piper on Intl JV.
Commercial Agreements in JV Context
Joint Development Agreements
Purchase and Supply Agreements
Within Commercial contracts, there is no such duty, or at least that has been confirmed in an appeal against BlackRock Clinic. This is due to the fact that Irish law does not contain any duty of Good Faith nor of fair dealings (except a few exceptions, like the partnerships and in relation to insurance contracts).
Don’t ever try to make customers sign any agreement to circumvent their right to review one service. If you still have such clauses in your contracts, just erase them and do not even think of enforcing them.
Renewal clauses must be clear and conspicuous+ affirmative consent are required before charging a customer’s account + an acknowledgment including the automatic-renewal terms, cancellation policy and information regarding how to cancel the subscription in a manner that is capable of being retained by the consumer must be provided to the customer.
Kenneth Adams has had his hands dirty on revisiting this provision.