Страница: 6/11
"Right but Not Obligation" One of the most splendid phrases available. Sometimes the grant of particular rights carries with it by implication a duty to exploit them. Authors, for example, often feel betrayed by their publishes, who have various rights "but do nothing about them." Royalties decrease as a result; and this situation, whether or not it reflects real criminality, is repeated in variety of industries and court cases. Accordingly it well suits the grantee of rights to make clear at the very beginning that he may abandon them. This possibility is more appropriately dealt with in separate clauses reciting the consequences. Still, contracts have been known to contain inconsistent provisions, and preliminary correspondence may not even reach the subject of rights. A quick phrase helps keep you out of trouble: "The Right but Not Obligation". Thus,
"We shall have the Right but Not Obligation to grant sublicenses in Austria"("But if we fail, we fail").
Even this magic phrase has its limitations because good faith may require having a real go to exploiting the rights in question. Nevertheless "Right but Not Obligation" is useful, so much so as to become incantation and be said whenever circumstances allow it. I the other side challenges these words, it will be better to know this at once and work out alternatives or finish up the negotiations completely.
"Exclusive" It’s importance in contract English is vast, and its omission creates difficulties in good many informal drafts. Exclusivity as a contract term means that somebody is -barred from dealing with others in a specified area. Typically an employment may be exclusive in that the employee may not work for any one else, or a license may be exclusive in the sense that no competing licenses will be issued.
Antitrust problems cluster around exclusive arrangements but they are not all automatically outlawed.
It follows that one ought to specify whether or not exclusivity is part of many transactions. If not, the phrase "nonexclusive" does well enough. On the other hand, if a consultant is to be engaged solely by one company, or a distributorship awarded to nobody else except X, then "exclusive" is a word that deserves recitation. "Exclusive Right but Not Obligation" is an example that combines two phrases discussed here.
The linking of concepts is a step in building a vocabulary of contract English.
"Solely on condition that" One of the few phrases that can be considered better than its short counterparts. Why not just "if"? Because "if" by itself leaves open the possibility of open contingencies:
"If Baker delivers 1,000 barrels I will buy them" is unclear if you will buy them only from Baker. Therefore what about "only if"? Sometimes this works out, but not always.
"I will buy 1,000 barrels only if Baker delivers them" is an example of "only if" going fuzzy. One possible meaning is "not more than 1,000 barrels" with "only" assimilated with the wrong word. Here then a more elaborate phrase is justified.
"I will buy 1,000 barrels solely on condition that Baker delivers them" makes everything clear.
"Subject to" Few contracts can do without this phrase. Many promises can be made good only if certain things occur. The right procedure is to spell out these plausible impediments to the degree that you can reasonably foresee them.
"We will deliver these subject to our receiving adequate supplies";
"Our agreement is subject to the laws of Connecticut";
Реферат опубликован: 15/01/2007