Top Ten Contract Clauses

Not Hip-hop, rap or R & B
Can compare with contract terminology
Ed Sheeran and Adele can get applause
But much less than my top ten contract clauses 

At number ten is Governing Law
We all know what this clause is for
It states which law will apply
For any dispute that may arise.

Down to nine from number three
Is the clause simply called Warranties.
Meaning a statement that a fact is true
Like the target is not facing any law suit 

At number eight is a clause you have to learn
The duration of a contract, or the Term.
If fixed term, the contract will require
Compliance until a future date when the contract will expire

Indefinite term in contrast
Means the contract continue and last
Until either party will state
By serving on the other notice to terminate. 

Condition Precedent rises to number seven from number three
And is crucial is acquisitions as you will see.
The approval of the competition authority may
Be required before completion of an SPA

At number six is the clause on Termination
Ending the contract due to a party’s liquidation
Or even in a state of insolvency
Or breach which the defaulting party fails to remedy

Severability comes in at number five
As it allows a contract to survive
If a provision is declared void and what’s more
It is sometimes known as a salvatory clause

Coming straight in at number four
Is the clause called Force Majeure.
Allowing a party to suspend the whole
Or part of its duties for events completely outside its control 

At number three, the Penalty Clause or as it is
Called in English law Liquidated damages.
It must be a genuine pre-estimate of loss not a penalty
To be enforceable against the defaulting party. 

Restrictive Covenant appears at number two
A clause that forbids a party to do
Things which damage the interests of the other party
By competing or soliciting its key employees

At number one for three weeks in a row
Is the Jurisdiction Clause that you have to know.
Without this clause, we have to delve
Into the Recast Brussels Convention, Regulation 1215/2012
To determine which court has competence
To resolve contractual disputes at first instance 

Ed Sheeran made Divide and Adele made Twenty Five
Both can sell out stadiums when they play live
But imagine if they sang about dispute resolution
Conciliation, mediation and arbitration.