When a multi-phase project is envisaged, for example. B a pilot project or prototype that must be followed by full implementation, each agreement should cover all potential phases of the project with appropriate language, reserving the final cost figures and the only discretion of the university to pursue (or not) full implementation. By the way, (and this is a point that even some lawyers do not seem to understand), if the contract contains a keyword of the provision, which is simply ambiguous, the judge will still allow the parties to testify about what that term should mean. That`s because the purpose of the law is to enforce the treaty, but if you just can`t say what that damn thing means by reading the contract, you have to get testimonies from the parties about what they were trying to say. And of course, they may have completely different stories about what they intended to do, and it`s up to the judge or jury to decide who is more credible. And this, whether or not there is an agreement/integration clause in the treaty. First, who is the successor and the delegate? The answer is that if one of the parties is a person, the term “successor” has no place. People don`t have a “successor.” When a party dies before the treaty is fully respected, they have a personal representative of the estate (called an “executor” in other states) and heir. Companies and some other legal entities have “successors”.
A successor to a company is z.B. another company into which it merges. Individuals do not “merge” with other people, except in science fiction movies. What will happen if the person you contract with dies before the contract is performed? Or what if the company you have a contract with sells all of its assets, including the contract, to another company before the contract is performed? Or what if you contract with a company because you trust its current owners, but along the way, those owners change. The answer is that it depends, and it may depend on what the “successor and assignee” clause actually says, and sometimes either party will have a real share of the answer. 4. The Government shall recognize the transferee as entitled to the beneficiary of the heir in the interest and in the contract. By this agreement, the buyer is entitled to all the rights, titles and interests of the beneficiary of the hère and to the contract, as if the buyer were the original party. After the date of entry into force of this Agreement, the terms carrier and contractor used in the contract shall apply to the assignee. My point is that there are so many possible variations of what the parties might really want if they think carefully about the lack of boilerplate successors and attribution clauses. And on the other hand, sometimes the economics of the situation does not justify scattering in these details that will probably not matter, with an emphasis on probably. But if something unexpected happens and the lawyer only left with “Boilerplate”, maybe his client doesn`t have the result.
And if the lawyer peppers the client with “What if” and degenerates the fees for writing the contract, or complicates or delays negotiations with the other party, his client may not like it either. That is why the practice of law is precisely that, a practice, not a science. A typical (brief) succession and assignment clause says: “This agreement must benefit and bind the successors and beneficiaries of the parties.” Normally, I think it`s too tight, even for “light” chords. More thought needs to be given to that. (c) The administrator of the contract shall terminate the contract if it is found that it is not in the interest of the Government to recognize a beneficiary in the interest of the contract. . . .