Jack Friery UCSD Extension Jack Friery 2007 1

Groucho: "That's in every contract, that's what you call a sanity clause. " Chico:

"The party of the first part. . . " is hereinafter called: "the

Read and interpret the contract as a whole Don’t throw anything out Give

Order of preference if necessary: Negotiated terms over standardized terms Specific terms over

Description of the parties “Whereas” clauses Defined terms & definitions Capitalize defined terms

Anti-assignment Indemnity Covered events (Negligence? Intentional acts? ) Proportion Cap on liability Severability

Choice of law Disputes process Preliminary negotiation? Establish time limit. Mediation? Arbitration? Where?

Warranty Duration, notice, warranted events, remedies Only modify in writing Publicity & disclosure

Termination & duration Force majeure Survival provision (proprietary data, disputes) Integration clause Jack

Slides: 11

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Groucho: "That's in every contract, that's what you call a sanity clause. " Chico: "You can't a fool-a me. There ain't no sanity clause” --Groucho and Chico Marx in A Night at the Opera (Movie) Jack Friery © 2007 2

"The party of the first part. . . " is hereinafter called: "the party of the first part. . . " and "The party of the second part. . . " is hereinafter called: "the party of the second part. . . --Groucho and Chico Marx in A Night at the Opera Jack Friery © 2007 3

Read and interpret the contract as a whole Don’t throw anything out Give ambiguous terms their reasonable and effective meaning Ordinary terms—ordinary meaning Technical terms—technical meaning Trade practice & prior dealings may interpret Common sense is part of the contract Jack Friery © 2007 4

Order of preference if necessary: Negotiated terms over standardized terms Specific terms over general terms Written over typewritten terms Typewritten over pre-printed terms Contra proferentem if all else fails: Interpret against the drafter Jack Friery © 2007 5