Assignment:
Below are three contract provisions. Choose one provision. Please consider the following four questions and respond accordingly:
(A) What are several ways that you might revise the provision that you chose in relation to UCC provisions and commercial agreements if you were the drafter of the contract?
(B) Please provide an analysis of the provision you chose and discuss how it does or does not relate to a commercial transaction.
(C) Please discuss the impact the provision you chose would have on a commercial transaction. Please provide more than a one sentence answer.
(D) Is there a way to entirely delete the contract provision you chose from a commercial contract? If so, why would you do so?
PROVISION I.
To the fullest extent permitted by law, Contractor shall be responsible in any case of:
(i) damage to, or destruction of, any member of Contractor Group's tools or equipment, whether rented or owned, or other materials from any cause while in use in connection with and pursuant to this Master Agreement;
(ii) claims which are asserted by or arise in favor of any member of Contractor Group or the spouses or relatives of Contractor Group's employees due to bodily injury, personal injury, death, or loss or damage of property; and
(iii) damage arising out of or relating to pollution or contamination, including control and removal of same, which originates on or above the surface of the land or surrounding water from spills or leaks of fuel, lubricants, motor oil, pipe dope, paints, solvents, ballasts, bilge,garbage, sewerage, scrap steel and other materials emanating from any member of Contractor Group's equipment, arising out of or relating to the performance of the Work under this Master Agreement and REgardless of whether caused or brought about by any member of company group's negligence (including active, passive, sole, joint or concurrent negligence), or any theory of legal liability, including strict liability, and including pre-existing conditions and contractor shall release, defend, protect, indemnify and hold harmless any and all members of company group from and against any loss, cost, claim, obligation to indemnify another, suit, judgment, award or damage (including reasonable attorney's fees) on account of such illness, injury or death, loss or damage.
PROVISION II.
Contractor's warranty obligations for procured goods will be limited to the assignment to Company of all warranties and guarantees received from the manufacturers of such goods. Contractor shall use its best efforts to ensure that if any goods are supplied in connection with Work, such goods shall:
(a) conform to the descriptions, specifications, samples and models furnished by Contractor;
(b) conform to all Company specifications;
(c) are new and of good material and workmanship and free from defects;
(d) are fit for any ordinary or known particular purpose; and
(e) are manufactured, procured and produced in compliance with all Applicable Law, rules, orders or regulations. Contractor shall use its best efforts to require the manufacturers of any goods supplied in connection with the Work to meet the warranties listed above for a period extending to the later of eighteen (18) months from the date the goods are delivered or twelve (12) months from the Final Acceptance. For goods which fail to meet this warranty obligation, Contractor agrees to require the manufacturer of such defective goods to repair or replace such goods at the manufacturer's expense in a timely manner. For repaired or replaced goods, Contractor shall require the manufacturer of the goods to grant an additional warranty period of the same term described above which will begin on the date the repaired goods or their replacements are delivered to Company.
PROVISION III.
Contractor shall be in Default if Contractor:
(i) breaches any provision of this Master Agreement or the applicable Request For Services;
(ii) makes an assignment for the benefit of creditors or consents to or acquiesces in the appointment of a receiver, liquidator, fiscal agent, or trustee; or
(iii) becomes insolvent or enters into a voluntary or involuntary bankruptcy or receivership (singularly and collectively, a "Default"). In the event Contractor breaches any provision of this agreement, Company shall give Contractor written notice of the Default and a five (5) day opportunity to cure. If Contractor fails to cure the Default within such cure period (or, in the case of a Default not curable within five (5) days, if Contractor shall fail to commence to cure the same within such -day period and thereafter proceed diligently to complete the cure thereof, with the additional period to complete the cure not to exceed twenty (20) days after delivery of the Default notice), Company may, without prejudice to any other rights Company has at law or in equity:
(i) terminate the any agreement for services;
(ii) immediately take possession of the Work site(s) and all materials, equipment, tools, and machinery there and belonging to or paid for by Company; and
(iii) either accept assignment of subcontracts, which the Contractor shall be obligated to make upon the written request of the Company, or finish any work under the parties' obligations by whatever other method Company deems appropriate.