وبلاگ خانه تبدیل شباهنگ مرکز تخصصی تبدیل صدا و تصویر
CONSIDERING that licensee has agreed to support and support these marketing efforts by:. in its territory and to refrain from any action taken with such efforts or in the above-mentioned agreement between . and companies: types of recital clauses. The recitals provide general information on the parties, the context of the agreement and an introduction to the agreement itself. There are different types of clauses: f.La past relationship between the parties to the license agreement, the licensor and the licensee. The preamble mentions the nature of the agreement, the date of signature of the agreement, the parties to the agreement, their status (i.e. whether they are natural or legal persons) and their addresses. Considerations of contracts. Most contracts contain, under the title and the block of parties, but before the text of the agreement, a group of paragraphs also called “preamble”, “recitals” or “recitals”. The recitals are formulated as traditional paragraphs with grammatically complete sentences and not as several sentences emanating from the original preamble.
Therefore, it is not necessary to limit the recitals to a single sentence. It is advisable to end each recital with a period instead of a semicolon. This is also preferable for contract assembly software, where paragraphs are automatically inserted or omitted. For example, do not write: However, the English and American courts recognize that if the detailed and operational provisions of a contract are ambiguous, even if there is a significant omission in the operational provisions, the recitals can be used to determine what the parties to the contract have said or intend to do.³ Sometimes the courts may also find ambiguities in the recitals themselves, to assist in the interpretation of a contract held by the disputing parties. Presentation. The recitals of the European Treaties are often listed by a large numbering (A), (B), (C), etc. or Roman. Recitals should not be bullet points. U.S.-style contracts often begin each recital with the word “While,. In addition, recitals are generally treated as an enumeration: each recital ends with a semicolon, while the first recital is read as a continuation of the introductory sentence (which could be the title of the preamble `while`).
See also section 5.2(d) (enumerations). g.The details on which the parties have concluded the agreement. In English-language treaties, recitals often follow the preamble and directly precede the main part of the treaty. Recitals traditionally appear in the form of sentences which begin with the word `While` and briefly set out the context and subject-matter of the contract. For example, given that the main part of the amended agreement did not contain a reference to the RFID contract and that the meaning of the word `consideration` had been called into question in the recitals, the Court held that the amended agreement was ambiguous. The usual principle that U.S. and other common law courts guide in the interpretation of the contract is that when a contract is clear and unambiguous, the courts interpret the contract as it is written and generally do not consider external recitals or evidence (for example. B the contractual negotiations of the parties or the subsequent conduct of the parties in the performance of the contract), understand the intentions of the parties and the meaning of the contract. However, if a court finds that a contract is ambiguous, it may use that extrinsic evidence and recitals to understand the intentions of the parties and interpret the contract to resolve the dispute.
The preamble serves to introduce the reader to the contract and the parties, rather than to establish contractually enforceable obligations or obligations. If certain words or phrases are defined in the preamble (e.B. the Agreement and the Effective Date above), the defined terms naturally refer to these words and expressions throughout the Agreement and refer to them in a legally binding manner (this also applies to terms defined elsewhere in the Agreement). Like the preamble, the recitals generally do not contain and are not intended to contain contractually enforceable obligations. As one English court stated in a decision, recitals are generally not “considered to contain certain operational conditions”; Their “function is simply to serve as an introduction to the detailed terms that will come later.” ¹ The US courts share this view: “The recitals are not part of the contract and are not legally binding. [C]ontract recitals are declarations of intent[.] ² ۱) Meaning of the “Preamble” section/part: “Preamble” includes the essential part of the agreement or license agreement. Therefore, this section should not be overlooked in one or more license agreements. It is not necessary to include recitals, especially if they are self-evident. (For example, there is no point in including in a purchase and sale agreement recitals that indicate that the seller has agreed to sell the [assets or shares] and that the buyer has agreed to buy them.) A U.S.
case, TA Operating LLC v. Comdata, Inc. and Fleetcor Technologies, Inc. (TA Operating v. Comdata) is illustrative.⁴ The plaintiff in this case, TA Operating, is one of the leading U.S. travel center operators that provides fuel and other amenities to truck drivers. Defendant Comdata is one of the largest fuel card providers for the freight forwarding industry (fuel cards are like charging cards and allow truck drivers to purchase fuel, food, and other products and services at travel centers). The parties had a long-standing agreement under which TA Operating`s travel centers accepted Comdata fuel cards and Comdata processed transactions made at TA Operating`s centers for a transaction fee. After more than 20 years of cooperation, Comdata turned to TA Operating to introduce an alternative to purchasing fuel without a card with RFID (Radio Frequency Identification) technology in travel centers. The parties entered into an RFID contract and at the same time amended their existing agreement to reduce the transaction fees paid by TA Operating to Comdata. The recitals of the amended agreement contained a clause of `recitals` referring to the RFID contract and claimed that the parties had executed the amended agreement `taking into account the` agreements mentioned in the recitals, including the RFID contract.
However, nowhere else in the amended agreement was the RFID contract mentioned. The preamble to an English-language contract is a brief introduction to the contractual agreement, which includes information such as the type of contract (e.g. B, non-disclosure agreement, license agreement, purchase agreement, etc.), the date of the contract and the contracting parties. The parties are first identified by their full names, which are then often capitalized by an abbreviated version of their names and sometimes by their respective roles in the transaction (for example. B, “buyer” and “seller” in a purchase agreement). In addition, the parties can also be defined individually as “party” and collectively as “parties” (although in English, the parties are not called “Party A”, “Party B”, etc.) as in Japanese contracts). It is also customary to indicate the place of incorporation and the addresses of the parties. For example: In the context of the dispute, Comdata faced a challenge because, as mentioned above, the only place in the amended agreement that referred to the RFID contract and stated that it was considered for the amended agreement was in the recitals of the amended agreement. .
