Special Clauses in Contracts

7/31/2019 Special Clauses in Contracts

1/18

ACCELERATION CLAUSE (Usually found in LoanForms, Promissory Notes etc.)

If Party A shall fail to pay the principal, any

installment or interest thereon, under this

Agreement then, and in any such event, Party Bmay, by notice to Party A, declare all amounts

payable under this agreement..


2/18

ARBITRATION CLAUSE ( Articles 2042 to2046 of the New Civil Code; Republic Act No.876 a.k.a. The Arbitration Law)

What is arbitration? ( Section 2 of RA 876)

Two or more persons or parties may submit tothe arbitration of one or more arbitrators anycontroversy existing between them at the time ofthe submission and which may be the subject of

an action, orthe parties to any contract mayin such contract agree to settle by arbitrationa controversy thereafter arising betweenthem
http://localhost/var/www/apps/conversion/current/tmp/scratch5202/REPUBLIC%20ACT%20NO.%20876_Arbitration%20Law.dochttp://localhost/var/www/apps/conversion/current/tmp/scratch5202/REPUBLIC%20ACT%20NO.%20876_Arbitration%20Law.doc


3/18

If the parties hereto are unable to resolve by

mutual agreement any dispute or controversybetween them concerning this agreement, the

parties agree that the dispute or controversy

shall be finally settled by mandatory, bindingarbitration. Costs of arbitration shall be borne

by the parties in accordance with the decision

of the arbitrators. Judgment upon the award

rendered shall be entered into any courthaving competent jurisdiction thereof.


4/18

EXCLUSIVITY CLAUSE

During the period of this contract, Party Bundertakes to provide services exclusively to

Party A and to devote his time, skill and

attention to the engagement during the term ofthis agreement. Party B will perform no

services to any other entity which may

constitute a conflict of interest with his

services to Party A. Party A shall have solediscretion to determine if such conflict of

interest exists.


5/18

NON-COMPETITION CLAUSE

Employee agrees that during the term of thisAgreement , he will not render services as an

employee or consultant to, nor invest or

acquire any interest in, any corporation orany other business organization, a

substantial portion of the business of which is

the same as, related to, or complementary to

the business of the Company or its affiliatesor subsidiaries


6/18

RETENTION CLAUSE

The employer shall be entitled to retain fivepercent (5%) of the value of the works until the

employer has issued to the contractor the final

certificate of payment.


7/18


8/18

RIGHT OF FIRST REFUSAL CLAUSE:

RIGHT OF FIRST REFUSAL. If during the

term, or any extensions thereof, the

LESSOR shall receive a bona fide offer to

lease the LEASED PREMISES which offer isacceptable to LESSOR, LESSOR agrees to

keep this lease contract intact and shall not

transfer, convey, lease, assign any right that

will affect this lease contract between hereinLESSOR and LESSEE to any transferee,

lessee, assignee, designee or nominee.


9/18

If upon the expiration of the term, or any

extension thereof and within twelve (12)

months from expiration of the term or anyextension thereof, LESSOR shall receive a

bonafide offer to lease the LEASED

PREMISES which offer is acceptable to

LESSOR, LESSOR agrees that LESSEE

shall have the right of pre-emption and is

hereby granted the right of first refusal to

lease the LEASED PREMISES at the samerental rate per square meter and term as

offered in said bonafide offer. ..


10/18


11/18

MOST FAVORED CUSTOMER CLAUSE

If during the term of this Agreement, Party Asells [ state commodity] to any third party,

under substantially similar circumstances

and conditions, at charges and/or upon

terms and conditions which are more

favorable that those effective pursuant to this

Agreement, then Party A shall immediately

notify Party B, and such more favorableprices, terms and/or conditions shall apply

under this Agreement.


12/18

LITIGATION CLAUSE

In the event of any court action between the

parties herein arising out of or in relation to any

of the terms and condition of this contract, thesame shall be filed in the proper court of (state

court territory), to the exclusion of all other

courts.


13/18

SEVERABILITY CLAUSE

If any one or more of the provisions of thiscontract is declared invalid or unenforceable in

any respect under any applicable law the

validity, legality or enforceability of the remaining

provision contained herein shall not in any way

be affected or impaired.


14/18

NO WAIVER CLAUSE

The failure of any party to insist upon a strict

performance of any of the terms, conditions andcovenants hereofshall not be deemed a

relinquishment or waiver of such terms,

conditions or covenants, granted to such party,

nor shall it be construed as a condonation of anysubsequent breach or default of the terms,

conditions and covenants hereof, and the

subsequent acceptance of rent by the LESSOR

shall not be deemed to be a waiver of any priorknowledge of such breach at the time of

acceptance of such rent.


15/18

No waiver by the LESSOR of any of its

rights under this contract shall be deemed

to have been made unless expressed in

writing and signed by the LESSOR.


16/18

ATTORNEYS FEE CLAUSE

ATTORNEYS FEE. Any violation of theterms, conditions, covenants and

agreements hereof by any of the parties

hereto shall be brought to the proper courtsof________________ and will entitle the

offended party to damages, attorneys fee

and cost of suit.


17/18

VENUE CLAUSE

In the event of any court action between theparties herein arising out of or in relation to any of

the terms and condition of this contract, the same

shall be filed in the proper court of (state court

territory), to the exclusion of all other courts.


18/18

RULE OF CONSTRUCTION CLAUSE

(How the terms of a contract shall beinterpreted in case of conflict ofinterpretation of its provisions?)

Example:

This contract shall be construed, interpretedand governed by the laws of the Philippines.

Documents

Special Clauses in Contracts