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Assignment 2 - Exercises on Contract Reviewing

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Assignment 2 - Exercises on Contract Reviewing

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pnsconsultingservices
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Assignment 2

Exercises on Contract Reviewing


1. Assuming that you have been engaged as a legal counsel by CodeCrafters, go through
the clauses drafted below, which have been inappropriately drafted, paste them on
your answer files, mark the errors and review the same in track changes mode.

[1.] Position and Duties John Smith shall be employed as the Lead Developer at
CodeCrafters where his. His primary duties will includes but not limited to will
include leading the app development project, overseeing the development team,
and ensuring the timely delivery of high-quality software products. He may shall also
be required to perform additional duties as assigned by Emily Davis or other junior
senior management.
[2.] Compensation John Smith shall receive an annual salary of $90,000, paid in monthly
bi-weeklyinstalments. In addition, he will be eligible for performance-based bonuses,
contingent upon subject to the achievement of specific milestones and goals as
determined by CodeCrafters. Bonuses will be given at the discretion of John Smith.
1.[3.] Benefits John Smith shall be entitled to comprehensive benefit package, which
includes health insurance coverage, which will include
medical, dental, and vision benefits. He shall also be eligible for any other additional
benefits offered by CodeCrafters to its employees, such as retirement plans and
unpaid time off, in accordance with company policies.
[4.] Work Schedule and Location John Smith shall primarily work remotely on-site, with
flexible working hours as agreed upon by both parties. He will be required to attend
in-office meetings at the CodeCrafters headquarters as needed, with no reasonable
notice provided in advance.
[5.] Probationary Period John Smith’s employment shall be subject to a six-month
probationary period, during which either party may terminate the agreement with a
threetwo-weeks notice, without cause. After the probationary period, termination
shall be governed by the terms outlined in this agreement.
[6.] Intellectual Property Any software, code, or other intellectual property developed by
John Smith during his employment with CodeCrafters shall be the shared exclusive
property of CodeCrafters. John agrees to assign all rights, title, and interest in such
intellectual property to the company.
[7.] Confidentiality John Smith agrees to maintain the confidentiality of all proprietary
information, trade secrets, and other confidential materials of CodeCrafters. This
obligation shall continue during and but not after the termination of his
employment.
[8.] Non-Compete For a period of one year following the termination of his employment,
John Smith shall not engage in or provide services to any business that directly
competes with CodeCrafters, within a radius of 500 miles from any CodeCrafters
office or where the company conducts significant business.
[9.] Termination Either party may terminate this agreement after the probationary
period by providing 3090 days written notice. In the event of termination for cause,
CodeCrafters reserves the right to terminate the agreement immediately without
notice or compensation.
[10.] Dispute Resolution Any disputes arising under this employment agreement shall be
resolved through arbitrationmediation and. If mediation arbitration fails, the dispute
shall be submitted to binding mediation arbritration in accordance with the rules of
the American Arbitration Association, with the location of mediation to be agreed
upon by both parties.
Ms. Emily Davis Date 20.08.2024
Code Crafter

Subject: Queries regarding review of contract.

Dear Ms. Davis,


Based on our discussion with regards to your interest in Contract Review, I have done the
required scrutiny and upon applying my knowledge in the subject matter, the following is
my opinion
Query 1: What do you mean by reviewing a contract? Provide detailed steps.
Reviewing of contract means the process of carefully examining a legal document to
understand its terms, identify potential issues, and ensure it meets the needs of all parties
involved.
Steps for reviewing a contract
1. Read the entire document
2. Verify basic information
3. Analyse key terms and definitions
4. Examine the core obligations
5. Review payment terms
6. Assess risk allocation
7. Evaluate termination clauses
8. Check for legal compliance
9. Review dispute resolution procedures
10. Look for unusual or problematic clauses
11. Consider what's missing
12. Seek clarification
13. Consult with experts
14. Compare to standards
15. Consider practical implications
16. Summarize key points
17. Propose revisions
18. Final review

Query 2: What are the important elements to look at while reviewing a contract?
While reviewing a contract, there are several important elements to focus on. key aspects to
examine are as follows
1. Parties involved
2. Scope of work or services
3. Payment terms
4. Duration and termination
5. Representations and warranties
6. Indemnification clauses
7. Confidentiality provisions
8. Intellectual property rights
9. Force majeure clauses
10. Dispute resolution
11. Assignment and subcontracting
12. Amendment procedures
13. Insurance requirements
14. Performance metrics
15. Compliance with laws
16. Notices
17. Severability
18. Entire agreement clause

By carefully examining above mentioned elements, a comprehensive understanding of the


contract's terms and potential implications can be done. Thorough review helps identify any
areas of concern, ambiguities, or points that may require negotiation.
Query 3: What are the important stages for reviewing a contract?
The contract review process typically involves several important stages. Here's a breakdown
of these key stages:
1. Initial Review
2. Detailed Analysis
3. Consultation
4. Issue Identification
5. Internal Discussion
6. Negotiation
7. Revision
8. Final Review
9. Approval
10. Execution
11. Post-Execution Actions

This structured approach helps ensure a thorough review and increases the likelihood of a
favourable, well-understood contract.
Query 4: What are the primary clauses to look at while reviewing any international
contract?
When reviewing an international contract, there are several key clauses that require
particular attention due to the cross-border nature of the agreement. Here are the primary
clauses to focus on:
1. Governing Law and Jurisdiction
2. Dispute Resolution
3. Force Majeure
4. Language
5. Currency and Payment Terms
6. Compliance with Local Laws
7. Intellectual Property Rights
8. Termination
9. Warranties and Representations
10. Indemnification
11. Confidentiality and Data Protection
12. Tax Provisions
13. Import/Export Regulations
14. Assignment and Subcontracting
15. Notice Provisions
16. Amendments and Entire Agreement

The opinion has been based upon the following resources and documents
1. UNCITRAL Model Law on International Commercial Arbitration
2. ICC International Commercial Terms (Incoterms) 2020
3. The General Conditions of Contract (GCC)
4. Key Clauses in International Commercial Contracts.
I hope that this opinion benefits you.

Yours sincerely,
Samir Kumar Banger

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