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Published byLucinda Cross Modified over 9 years ago
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Towards a contractual relation: legal aspects of negotiations
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Towards an Agreement: Any offer (oral or written) followed by an acceptance constitues an agreement Oral agreement and written agreement: matter of proof By-partial or multi-partial agreements The will of the respective parties
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Three phases in contractual process Precontractual phase Contractual phase (performance) Postcontractual phase “Good faith” essential in every phase
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Precontractual phase Meetings, discussions: negotiations Time to sign a non-disclosure agreement / confidentiality agreement
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Precontractual phase (continued) 100 % confidentiallity, even with penalties, does not exist: remain reluctant in disclosing information
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Battle of forms Collision between general terms and conditions of either party Priority to own terms and conditions Which conditions apply?
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Terminology MOU, LOI Binding to what extent? Ensure: sufficient escape clause Termination of LOI etc. without liability?
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Termination rights and responsibility during negotiations Beginning: free to disrupt Advanced stage: disrupting allowed but costs have to be compensated Final stage: disrupting is a violation of good faith: full compensation of damages and costs
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Performance of contracts Also here the rules of good faith are to be obeyed Shortcommings make a party liable and damages should be compensated (culpable shortcommings) Reasonable term to perform obligations
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Non-Disclosure Agreement Recitals Awareness of confidentiallity Undertaking to keep secret Compliance by third persons
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Non-Disclosure Agreement Penalties upon violation Term of agreement No license or any grant of rights
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