
International Contracting
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Content
- Intro
- Half-Title Page
- Title Page
- Copyright Page
- Summary of Contents
- Table of Contents
- List of Exhibits
- Preface to the First Edition
- Preface to the Second Edition
- Preface to the Third Edition
- Preface to the Fourth Edition
- Preface to the Fifth Edition
- Chapter 1 Introduction to International Contracting
- §1.01 INTERNATIONAL ORGANIZATIONS AND CONVENTIONS
- §1.02 RISE OF NEW COMMERCIAL COURTS
- [A] Belgium, Dubai, Netherlands, and Singapore
- [B] People's Republic of China
- [C] New York State Commercial Division
- §1.03 BOOK COVERAGE
- Chapter 2 Principles of Contract Drafting
- §2.01 NOTE ON INTERNATIONAL NEGOTIATIONS
- [A] Strategy of Pre-contractual Negotiations
- [1] Negative Strategic Posturing
- [2] Positive Strategic Posturing
- [3] Collaborative Strategic Posturing
- [4] Negotiating Contracts Internationally: Case of China
- [5] Contracting in China: Role of Lawyers and Arbitration in China
- §2.02 NOTE ON CONTRACTUAL FORMALITIES
- §2.03 LANGUAGE AND AMBIGUITY
- §2.04 DRAFTING AND LEGAL ETHICS
- §2.05 INVALIDITY AND ILLEGALITY OF CONTRACTS AND CONTRACT CLAUSES
- [A] Examples of Invalidity
- [B] Contract Clauses Related to Invalidity
- §2.06 PRINCIPLES OF INTERNATIONAL CONTRACT LAW
- §2.07 THE Bernina Case
- §2.08 LIMITATIONS OF LANGUAGE
- [A] Multiple Language Contracts
- [B] Language Provisions
- §2.09 GENERIC CONTRACT: CHECKLIST
- [A] Structure of Generic Contract
- [B] Generic Drafting Tips
- §2.10 REASONABLE PERSON THEORY OF CONTRACT WRITING
- §2.11 INTERPRETING CONTRACTS: FABRICATING THE REASONABLE PERSON
- §2.12 STANDARD FORM CONTRACTS
- §2.13 HOW DO LAWYERS BEGIN DRAFTING A CONTRACT?
- §2.14 MODEL FORMS
- §2.15 SELECTING THE RIGHT FORM
- [A] Fifteen Tips for Selecting the Right Form
- [B] Note on Maxims of Legal Interpretation
- §2.16 STRUCTURE OF AGREEMENT
- §2.17 CREATING A CONTRACT REVIEW CHECKLIST
- §2.18 OUTSOURCING OF LEGAL WORK
- §2.19 USING INFORMATION TECHNOLOGY IN CONTRACT DRAFTING
- §2.20 PROBLEM WITH METADATA
- §2.21 PROACTIVE CONTRACTING
- §2.22 CONTRACT DESIGN
- §2.23 TRANSACTIONAL LAWYER'S ROLE
- §2.24 RISK AND UNCERTAINTY
- §2.25 RECENT DEVELOPMENTS IN INTERNATIONAL CONTRACTING
- [A] New International Legal Instruments
- [B] Rise of New Commercial Courts
- §2.26 GENERAL REFERENCES: CONTRACT DRAFTING
- §2.27 STRATEGIC CONTRACTING: REFERENCES
- §2.28 GOVERNMENT PROCUREMENT REFERENCES
- Chapter 3 Common International Contract Clauses
- §3.01 NOTE ON EXECUTION
- §3.02 INCORPORATION OF STANDARD TERMS
- [A] European Union Directive
- [B] German Law
- [C] English Law
- [D] French Law
- [E] Chinese Law
- §3.03 PREAMBLE
- §3.04 DEFINITIONS
- §3.05 COVENANTS
- §3.06 CONTRACT PRICE
- §3.07 TAX TERM
- §3.08 DELIVERY OR TRADE TERM
- §3.09 PAYMENT TERM
- §3.10 BEST EFFORTS CLAUSE
- §3.11 MERGER OR FINAL INTEGRATION CLAUSE
- [A] Common Law's Statute of Frauds and Parol Evidence Rule
- [B] Contracts for the International Sale of Goods (CISG)
- §3.12 MODIFICATION OR CHANGE CLAUSE
- §3.13 LIMITATION OF LIABILITY
- §3.14 WAIVER OR NO-WAIVER CLAUSE
- §3.15 ASSIGNMENT
- [A] Assignment Versus Delegation
- [B] Formal Validity Requirements
- [C] Statutory Prohibitions on Assignability
- [D] Contractual Prohibitions on Assignability
- [E] Drafting Assignment Clauses
- [1] Anti-assignment Clause
- [2] Third-Party Beneficiaries and Rights
- [3] Exemption Clauses for Third Parties
- §3.16 CHOICE OF LAW CLAUSE
- [A] Judicial Abrogation of Choice of Law
- [B] Excluding Conflict of Law Rules
- §3.17 DISPUTE RESOLUTION CLAUSES
- §3.18 ARBITRATION AND MEDIATION CLAUSES
- [A] Standard Arbitration Clauses
- [B] Custom-Drafted Arbitration Clauses
- [C] International Bar Association Guidelines for Arbitration Clauses
- [D] Med-Arb Clause (Multi-Tiered Dispute Resolution Clause)
- [E] Arbitration and Third-Parties
- §3.19 CONCILIATION AND MEDIATION
- [A] ICC Rules of Optional Conciliation
- [B] EU Mediation Directive
- [C] European Code for Mediators
- §3.20 LEGALITY OF ARBITRATION AND FORUM SELECTION CLAUSES
- [A] Exclusivity
- [B] Case Study: Canadian Law on Enforceability of Forum Selection Clauses
- §3.21 FORCE MAJEURE CLAUSE
- [A] Another Example of Force Majeure
- [B] New Force Majeure Events: Brexit and Pandemics
- [C] More on Force Majeure in the Age of COVID
- [D] Just-in-Time Contracting
- §3.22 HARDSHIP CLAUSE
- §3.23 HANDCUFFS CLAUSE
- §3.24 SUBCONTRACTING CLAUSE
- §3.25 TERMINATION CLAUSE
- §3.26 LIQUIDATED DAMAGES CLAUSE
- [A] Common Law: Trend in Favor of the Enforceability of Penalty Clauses
- §3.27 WARRANTY PROVISION
- §3.28 ANTI-CORRUPTION CLAUSE
- §3.29 SUSTAINABILITY CLAUSE
- §3.30 ANTI-SLAVERY CLAUSE
- §3.31 INTERPRETATION CLAUSE
- §3.32 OPERATIVE CLAUSES IN SALES CONTRACTS
- Chapter 4 The Documentary Transaction
- §4.01 KEY POINTS IN DOCUMENTARY COLLECTIONS (WITHOUT LC)
- [A] Basics of Documentary Transaction
- [B] When to Use Documentary Collections
- [C] Typical Simplified D/C Transaction Flow
- [D] Documents Against Payment Collection
- [E] Documents Against Acceptance Collection
- §4.02 THE SALES CONTRACT AND DOCUMENTARY TRANSACTION
- §4.03 LIST OF EXPORT DOCUMENTS
- §4.04 BILLS OF LADING
- §4.05 ISSUES PERTAINING TO BILLS OF LADING
- §4.06 AIR WAYBILL OF LADING
- §4.07 LETTERS OF CREDIT
- [A] Confirmed Letter of Credit
- [1] Illustrative LC Transaction
- [2] Special Letters of Credit
- [3] Tips for Exporters
- [4] International Chamber of Commerce and the UCP 600
- §4.08 DISPUTE RESOLUTION CLAUSE
- §4.09 GUARANTEES OF PERFORMANCE
- [A] Standby Letters of Credit Rules
- [B] Demand Guarantees
- [C] Company Guarantee
- [D] Bonds
- [1] Bid Bond
- [2] Performance Bond
- §4.10 EXPORT LICENSE
- §4.11 FOREIGN IMPORT RESTRICTIONS AND REQUIREMENTS
- §4.12 ASSESSMENT OF IMPORT DUTIES
- §4.13 TRADE LIBERALIZATION
- Chapter 5 National Laws Affecting International Contracts
- §5.01 NEGOTIATING AN INTERNATIONAL CONTRACT
- §5.02 PRE-CONTRACTUAL LIABILITY
- §5.03 COMMON LAW
- [A] Bad Faith Negotiations
- [B] Misrepresentation and the Duty to Disclose
- [C] Breach of Confidentiality
- §5.04 CIVIL LAW
- [A] Summary of German Law
- §5.05 PRE-CONTRACTUAL INSTRUMENTS AND INFORMAL WRITINGS
- [A] Common Law View
- [1] Agreement to Agree
- [2] Letters of Intent
- [3] Preliminary Agreements: Agreement in Principle, Memorandum of Understanding, and Heads of Agreement
- [4] Lock-Out Agreements
- [5] Disclaimers of Liability
- [B] Civil Law View of Pre-contractual Instruments
- [1] Preliminary Agreement Lacking Intent to be Bound to a Contract
- [2] Financial Comfort Letters
- [C] Summary
- §5.06 CONVERGENCE AND DIVERGENCE OF NATIONAL LAWS
- §5.07 NATIONAL CONTRACT CODES AND RESTATEMENTS OF LAW
- §5.08 RUSSIAN CIVIL CODE
- §5.09 CONTRACT LAW OF THE PEOPLE'S REPUBLIC OF CHINA
- §5.10 CHINESE CONTRACT LAW: A CLOSER LOOK
- §5.11 CONTRACT FORMATION RULES: CCC AND THE CISG
- [A] Formal Requirements
- [B] Condition Precedent and Good Faith
- [C] Offer and Acceptance Rules
- [D] Agreement and Filling in Gaps of Content
- [E] Incorporating Standard Terms
- [F] Battle of the Forms Scenario
- §5.12 SUMMARY OF SELECTED PROVISIONS OF THE CONTRACT LAW OF CHINA
- §5.13 STANDARD TERMS OR GENERAL CONDITIONS: PECL AND GERMAN BGB
- §5.14 PRINCIPLES OF EUROPEAN CONTRACT LAW
- §5.15 STANDARD TERMS MANDATED BY LAW
- §5.16 GERMAN STANDARD TERMS LAW
- §5.17 CONFLICT OF LAW RULES
- §5.18 ISSUE-SPECIFIC REGULATIONS: MARKING AND STANDARDS
- §5.19 EU DIRECTIVES
- §5.20 ANTI-BRIBERY LAWS
- [A] Anti-bribery Contract Clause
- Chapter 6 International Sales Contract
- §6.01 THE EXPORTIMPORT CONTRACT
- §6.02 MODEL INTERNATIONAL SALES CONTRACT
- §6.03 MENU OF TERMS FOR AN INTERNATIONAL SALES CONTRACT
- [A] Common Clauses
- [B] Problem of Parallel Imports (Gray Market)
- §6.04 SELECTING A TRADE TERM
- §6.05 INCOTERMS ® 2020
- [A] Incoterms 2020
- [B] Incoterms 2010 Versus Incoterms 2020
- [C] Incorporation of Incoterms
- [1] INCOTERMS as Trade Usage
- [2] Improper Combinations: INCOTERMS and Modes of Transport
- [3] "Time of the Essence" under INCOTERMS
- [D] Incoterms for Outsourcing
- §6.06 GENERAL CONDITIONS (STANDARD TERMS)
- [A] Purchase Order for Customized Goods
- §6.07 UNFAIR CONTRACT TERMS
- [A] Australian Unfair Contract Terms Law (UCTL)
- §6.08 SECURING PAYMENT
- §6.09 PRODUCT LIABILITY
- §6.10 LIMITATION PERIOD
- §6.11 UNIDROIT PRINCIPLES OF INTERNATIONAL COMMERCIAL CONTRACTS (PICC)
- §6.12 PRINCIPLES OF EUROPEAN CONTRACT LAW (PECL)
- §6.13 EU CONSUMER SALES DIRECTIVE AND 2015 CONSUMER RIGHTS DIRECTIVE
- §6.14 COMMON EUROPEAN SALES LAW (CESL)
- §6.15 COUNTERTRADE
- §6.16 UNCITRAL COUNTERTRADE GUIDE
- Chapter 7 International Sales Law: Contracts for the International Sale of Goods (CISG)
- §7.01 INTERNATIONAL SALES LAW
- §7.02 CHOICE OF LAW AND CONFLICT OF LAWS
- §7.03 SELLER VERSUS BUYER: ICC CASE NO. 5713 OF 1989
- §7.04 CHOICE OF LAW UNDER THE CISG
- §7.05 SALE OF GOODS DEFINED
- §7.06 PAROL EVIDENCE RULE AND THE CISG
- §7.07 ISSUES OF CONTRACT LAW: CISG AND UCC
- §7.08 MECHANICS OF FORMATION
- §7.09 GENERAL CONDITIONS AND STANDARD TERMS
- §7.10 WRITTEN CONFIRMATION
- §7.11 FIRM OFFER RULE
- §7.12 BATTLE OF FORMS
- [A] Last-Shot, First-Shot, and Knock-Out Rules
- §7.13 CONTRACT INTERPRETATION
- §7.14 IMPORTANCE OF THE Frigaliment Case
- §7.15 WARRANTY LAW
- §7.16 DISCLAIMER OF WARRANTY
- §7.17 WARRANTY OF TITLE: IPR
- §7.18 BUYER'S DUTY TO INSPECT, GIVE TIMELY, AND PROPER NOTICE
- §7.19 Nachfrist Notice
- [A] Nachfrist Case Study
- §7.20 SELLER'S RIGHT TO CURE
- §7.21 ANTICIPATORY BREACH AND ADEQUATE ASSURANCE
- §7.22 DAMAGES
- §7.23 CONTRACTUAL EXCUSES
- [A] Excuse of Frustration
- [B] Hardship
- [C] Hardship in German Law
- [D] CISG Impediment and Hardship
- [1] Mainstream View
- [2] CISG Advisory Council Opinions Numbers 7 and 20
- [E] Hardship Clause
- §7.24 SUMMARY
- §7.25 OPTING OUT OF THE CISG
- §7.26 CONSIGNMENT
- §7.27 CONSUMER SALES AND THE INTERNET
- Chapter 8 General Principles of Service Contracting
- §8.01 SALE OF SERVICES
- §8.02 THE EMPLOYMENT RELATIONSHIP
- §8.03 INDEPENDENT CONTRACTOR CONTRACT
- §8.04 COMMERCIAL AGENCY CONTRACTS: THE FOREIGN SALES REPRESENTATIVE
- §8.05 CONSULTING AND SERVICES CONTRACTS
- §8.06 CONSULTING AGREEMENT
- §8.07 CONSULTING AGREEMENT: ALTERNATIVE PROVISIONS
- [A] Statement of Work (SOW)
- [B] Common SOW Clauses: Relationship Between SOW and Consulting Contract
- [C] Further Review: Exclusion and Confidentiality Clauses
- §8.08 SIMPLE CONSULTING OR RETAINER AGREEMENT
- §8.09 GOVERNMENT REGULATION OF AGENCY RELATIONSHIP
- §8.10 MORE ON EU AGENCY LAW
- §8.11 BEST PRACTICES
- §8.12 LOGISTICAL SERVICES
- §8.13 CARRIAGE OF GOODS CONTRACTS
- §8.14 LAW OF FREIGHT FORWARDING
- §8.15 RISK INSURANCE
- §8.16 TRANSIT INSURANCE
- §8.17 LIBERALIZATION OF TRADE IN SERVICES
- §8.18 INTERNATIONALIZATION OF ACCOUNTING AND TAXATION
- §8.19 ADVERTISING LAW
- §8.20 COMPARATIVE ADVERTISING
- §8.21 PROFESSIONAL STANDARDS OF INTERNATIONAL ADVERTISING
- Chapter 9 Agency and Distribution Agreements
- §9.01 DIFFERENCES BETWEEN COMMERCIAL AGENCY AND DISTRIBUTION
- [A] Self-employed Intermediary as Independent Contractor
- [B] Continuing Authority
- [C] Negotiation and Conclusion of Contracts
- [D] Goods Versus Services
- [E] Express Exclusions
- [F] Registration of the Commercial Agent
- §9.02 FOREIGN COMPETITION LAW
- [A] Price-Fixing and Tying Agreements
- [B] Noncompetition Provisions
- [C] Territorial Restrictions and EU Block Exemptions
- §9.03 NEW TREND IN DISTRIBUTION OF GOODS: JUST IN CASE
- §9.04 COMMERCIAL AGENCY
- [A] Commission Agency
- [B] Foreign Sales Representatives and Independent Contractor Status
- [C] Evergreen Statutes
- §9.05 GENERAL OBLIGATIONS AND DUTY OF GOOD FAITH
- [A] Contractual Obligations of Agents and Distributors
- [B] Good Faith in Commercial Agency Contracts
- [C] Good Faith in Distribution
- [D] Change in Volume and Types of Products
- §9.06 NEGOTIATION OF A COMMERCIAL AGENCY CONTRACT
- §9.07 NEGOTIATION OF A DISTRIBUTION CONTRACT
- [A] Selecting a Distributor
- [B] Due Diligence
- §9.08 THE DISTRIBUTION AGREEMENT
- [A] Nature of Relationship
- [B] Contract Clauses and Restrictions
- [1] Standard Terms (General Conditions)
- [2] Best Efforts Clause
- [3] Products Liability and Warranties
- [4] Intellectual Property Protection
- [5] Territorial Restrictions
- [6] Non-Agency and No Partnership Clause
- [7] Default Clause
- [8] Confidentiality Clause
- [9] Post-termination
- [C] ICC Guide to Drafting International Distribution Agreements
- §9.09 OTHER EXAMPLES OF CONTRACT TERMS
- [A] General Terms
- [B] Grant Clause
- [C] Terms of Sale
- [D] Best Efforts Provisions
- [E] Warranty and Limitation of Remedy
- [F] Protection of Intellectual Property
- [G] Default Provisions
- [H] Choice of Law and Dispute Resolution
- §9.10 TERMINATION OF AGENCY AND DISTRIBUTION CONTRACTS
- [A] Fixed and Indefinite Duration Contracts
- [B] Termination for Breach
- [C] Failure of Commercial Agent to Reach Sales Target
- [D] Termination Without Cause
- [E] Consequences of Termination
- [1] Applicability to Distributors
- [2] Calculation of Termination Payment
- [F] Termination of Agency Contract: A Sampling of Laws
- [G] Escape Clause
- [H] Legal Grounds for Termination and Termination by Mutual Consent
- [I] Symbiotic Relationship of Default and Termination Clauses
- [J] Separation and Release Agreements
- §9.11 CONSULTING CONTRACTS
- Chapter 10 Intellectual Property Licensing
- §10.01 INTERNATIONAL CONVENTIONS
- §10.02 NATIONAL INTELLECTUAL PROPERTY LAW
- §10.03 PROTECTING YOUR PRODUCT FROM IPR INFRINGEMENT
- §10.04 REVISION OF RUSSIAN INTELLECTUAL PROPERTY LAW
- §10.05 BUSINESS METHOD AND SOFTWARE PATENTS
- §10.06 TECHNOLOGY LICENSING
- §10.07 LICENSING IN GERMANY
- §10.08 EXTRATERRITORIAL APPLICATION OF UNITED STATES LAW
- §10.09 THE GRAY MARKET
- §10.10 FOREIGN TRANSFER RESTRICTIONS
- §10.11 EUROPEAN UNION REGULATIONS
- §10.12 REGULATIONS OF THE PEOPLE'S REPUBLIC OF CHINA
- §10.13 CHINESE TECHNOLOGY CONTRACT LAW
- §10.14 DUE DILIGENCE
- §10.15 INTELLECTUAL PROPERTY AGREEMENT
- [A] Important Contractual Provisions
- [B] Grant and Grant-Back Clauses
- [C] Other Common License Clauses
- [D] Choice of Law Clause
- §10.16 GENERIC TRANSFER CLAUSES
- [A] Grant Restrictions
- [B] Royalties and Accounting
- [C] Best Efforts, Indemnification, and Product Liability
- [D] Quality Control
- [E] Warranties and Disclaimers
- [F] Confidentiality and IPR Protection
- [G] Termination Clause
- [H] Post-Termination Rights
- [I] Liquidated Damages, Choice of Law, Forum Selection, and Notice
- [J] Ancillary Agreements
- §10.17 AVOIDING LEGAL RESTRAINTS ON LICENSING
- §10.18 SOFTWARE CONTRACTS
- §10.19 FOREIGN REGISTRATION AND APPROVAL
- Chapter 11 Joint Ventures, Franchising, and Long-Term Contracts
- §11.01 DUE DILIGENCE
- §11.02 DEFINING JOINT VENTURE
- §11.03 SELECTING THE ORGANIZATIONAL ENTITY
- §11.04 KEY JOINT VENTURE NEGOTIATION ISSUES
- §11.05 GENERIC JOINT VENTURE PROVISIONS
- [A] Formation of Joint Ventures
- [B] Purpose and Scope
- [C] Purchase Price
- [D] Required Capital Contributions and Subsequent Funding
- [E] Mutual Representations and Warranties
- [F] Conditions to Closing
- [G] Covenants
- [H] Indemnification Provisions
- [I] Termination
- [J] Dispute Resolution
- [K] Transfer of Joint Venture Interests
- [L] Restrictive Covenants
- [M] Miscellaneous Issues
- §11.06 ANCILLARY AGREEMENTS AND DOCUMENTATION
- §11.07 STRATEGIC CONTRACTS: JOINT VENTURES AND GLOBAL ALLIANCES
- [A] Strategic Joint Venturing
- [B] Exit Strategies for International Joint Ventures
- [C] Associated Issues in Exiting or Dissolving of Joint Venture
- §11.08 FOREIGN GOVERNMENT REGULATION
- [A] People's Republic of China
- [B] People's Republic of China Commercial Joint Venture Laws
- §11.09 FRANCHISING
- §11.10 UNITED STATES FRANCHISE LAW AND THE FRANCHISE AGREEMENT
- §11.11 INTERNATIONAL FRANCHISING
- [A] Termination of Franchise
- [B] Ownership of Goodwill
- [C] Ownership of Franchise Materials
- §11.12 UNIDROIT GUIDE TO INTERNATIONAL MASTER FRANCHISING
- §11.13 EU FRANCHISE REGULATIONS
- §11.14 FRANCHISE LAW OF CHINA
- §11.15 LONG-TERM CONTRACTING
- [A] Installment and Supply Contracts
- [B] Importance of Memorandums of Understanding in Negotiating Complex, Long-Term Contracts
- [C] Sampling of Laws
- [1] German Bürgerliches Gesetzbuch
- [2] French Code Civil
- [3] American Uniform Commercial Code
- [4] Chinese Civil Code
- [5] Summary of Law in Relation to Long-Term Contracts
- [D] Early Termination
- [E] Events of Default
- [F] Boilerplate Clauses
- [G] Arbitration and Mediation
- [H] Escalation Clauses
- [1] Indexing
- [2] Gross Inequities and Market Reopener Clauses
- [3] Price Adjustments and Hardship
- [I] Inflation, Cost Changes, and Commodity Markets
- [J] Output and Requirements Contracts
- [K] Renegotiation Clause
- [1] Triggering Events
- [2] Understanding the Renegotiation Obligation
- [3] Renegotiation and Force Majeure Clause
- [L] Strategic Use of Recitals
- [M] Defining Material and Minor Breaches
- [N] Just-in-Time Contracting (JIT)
- §11.16 FRAMEWORK, ALLIANCE, AND COLLABORATION CONTRACTS
- [A] Framework Agreements
- [B] Alliance and Collaboration Agreements
- §11.17 CONCESSION AGREEMENT
- Chapter 12 Confidentiality and Nondisclosure Agreements (NDAs)
- §12.01 INTRODUCTION
- §12.02 ENFORCEABILITY OF NDAS
- [A] Unilateral Versus Reciprocal NDAs
- [B] Specification of Uses of Information and Parties' Access
- [C] NDA Remedies and Indemnification Clause
- [D] NDAs Relating to Trade Secrets and Source Codes
- §12.03 AGREEMENT TO SHARE INFORMATION
- §12.04 CONFIDENTIALITY AGREEMENTS
- [A] Confidentiality, Non-solicitation, and Non-circumvention
- [B] Consultant Confidentiality Agreement
- [C] Post-termination Confidentiality Obligations
- §12.05 COVENANTS NOT-TO-COMPETE
- [A] Drafting a Covenant Not-to-Compete under American Law
- [B] Best Practices
- [C] Inevitable Disclosure Doctrine
- [D] Garden Leave Clause
- Chapter 13 Post-Contract: Continuing Rights and Obligations
- §13.01 INTRODUCTION
- §13.02 SAMPLING OF LAWS
- [A] Warranty of Quality
- [B] Confidentiality
- §13.03 WARRANTIES AND REPRESENTATIONS
- §13.04 OWNERSHIP AND TITLE
- [A] Data Protection Obligations
- [B] Patent Infringement and Indemnity
- §13.05 EXPRESS WARRANTIES OF QUALITY
- §13.06 LIMITATION OF LIABILITY
- §13.07 PROTECTING SELLER-LICENSOR'S IPR
- §13.08 PRODUCTS LIABILITY CLAIMS
- §13.09 CONSIGNMENT OF GOODS
- §13.10 MORE ON CONFIDENTIALITY OBLIGATIONS
- §13.11 CONTRACTUAL RESTRICTIONS: DISTRIBUTION CONTRACTS, CONFIDENTIAL INFORMATION, AND PRODUCTS LIABILITY
- [A] Termination of Distribution Contract: Inventory and Customer Orders
- [B] Distributor Contract: Confidential Information
- §13.12 COMPETITION RESTRICTIONS
- [A] Territorial Restrictions
- [B] Covenants Not-to-Compete
- §13.13 FOREIGN REPRESENTATION, COMMERCIAL AGENCY, AND DISTRIBUTION CONTRACTS
- §13.14 OTHER CLAUSES
- [A] Survival Clause
- [B] Defining Confidential Information
- [C] Rights to Data
- [D] Products Liability
- [E] Duty to Prevent Waste
- Chapter 14 Electronic Contracting and LegalTech
- §14.01 UNCITRAL'S CONVENTION ON THE USE OF ELECTRONIC COMMUNICATIONS IN INTERNATIONAL CONTRACTS
- §14.02 EU GENERAL DATA PROTECTION REGULATION
- [A] General Data Privacy Regulation
- [B] Data Transfer Contracts
- §14.03 EU DIGITAL MARKET LAW
- §14.04 NATIONAL CONTRACT LAWS AND E-COMMERCE
- §14.05 E-CONTRACTING AND STANDARD TERMS
- §14.06 ELECTRONIC DATA INTERCHANGE
- §14.07 ELECTRONIC COMMERCE
- §14.08 UNCITRAL MODEL LAW ON ELECTRONIC COMMERCE
- [A] Model Law and Guide
- [B] Jurisdiction and Choice of Law
- §14.09 UNITED NATIONS CONVENTION ON THE USE OF ELECTRONIC COMMUNICATIONS IN INTERNATIONAL CONTRACTS
- [A] Purpose, Scope, and Definition of Electronic Communication
- §14.10 DOMAIN NAMES AND TRADEMARK INFRINGEMENT
- §14.11 PERSONAL JURISDICTION
- §14.12 THE WRAP CONTRACTS
- [A] Shrink-Wrap Contracts
- [B] Clickwrap and Browsewrap Contracts
- §14.13 ELECTRONIC DOCUMENTATION
- §14.14 E-COMMERCE ETHICS
- §14.15 GENERAL REFERENCES: ELECTRONIC CONTRACTING
- §14.16 SMART CONTRACTS AND LEGAL TECH
- [A] Smart Contracts and Blockchain Technology
- [B] Legal Tech and Artificial Intelligence (AI)
- [C] Lawyering in the Digital Age
- [D] Legal Tech: Augmenting Lawyers' Work
- [1] Classifying and Analyzing Legal Documents
- [2] Smart Contracts
- [3] Contract Automation
- [4] Legal Tech: Contract Negotiations and Management
- Appendices
- Appendix I: General Sources
- Appendix II: United Nations Convention on Contracts for the International Sale of Goods (1980)
- Appendix III: UNIDROIT Principles of International Commercial Contracts
- Appendix IV: Principles of European Contract Law (1998)
- Index
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