Background and Assumptions
The purpose of this assignment is to learn more about important miscellaneous provisions in contracts, including specialized boilerplate provisions. Various combinations and adaptations of these provisions appear in virtually every contract.
Assignment
Please read the textbook chapters on boilerplate provisions. Also Google "boilerplate clauses" and/or "miscellaneous clauses" on the internet to review miscellaneous clauses.
Using this information, explain in your own wordsthe purpose of each provision below. Each response should be at least one long paragraph in length.
Example: Warranty disclaimer. Warranty disclaimers are typically used in contracts for goods to "disclaim" (i.e. nullify the legal effect of) the implied warranties of merchantability and fitness for a particular purposes otherwise provided under the UCC. UCC warranties are automatically part of "goods" contracts unless they are expressly disclaimed. Under the UCC, a disclaimer must be in "conspicuous print." All capital letters of the same type size are considered "conspicuous" for this purpose. Disclaimers can also nullify other applicable warranties (e.g. those provided under an applicable statute).
Clauses:
Advice of Counsel
Anti-delegation
Attorney Fees
Best Efforts
Cumulative Remedies (or "Remedies are Cumulative)
Confidentiality
Entire agreement
Force Majeure
Indemnity
Integration
Jury trial waiver
Liquidated Damages
Merger
Most favored nations
No Admissions
Opportunity to Inspect
Severability
Successors and Assigns
Standard of discretion
Third party beneficiaries