Conflict with Other Agreements Clause
(1) Protected information obtained from a government official without proper authorization; or (1) review the client`s analysis and best practices, including the draft provision and any proposed clauses; (b) Contract agents should seek the advice of a lawyer and the assistance of appropriate technical specialists to assess potential conflicts and prepare the necessary tender provisions and contractual clauses (see 9.506). (1) Identify and assess potential organizational conflicts of interest as early as possible in the acquisition process; and (a) if, as a condition of award, the Contractor`s eligibility for future principal or subcontractor subcontracting is restricted, or if the Contractor is required to accept another restriction, the application must include a proposed clause specifying both the nature and duration of the proposed restriction. The Contractor must include the clause in the contract and first negotiate the final terms of the clause with the selected supplier, if applicable (see paragraph 9.506(d) of this paragraph). As an extreme example, suppose that a long-term service contract (with a severability clause in the form cited above) provides for regular payments by the service customer to the service provider, subject to an annual adjustment to inflation, which the provider considers an essential part of the business. In addition, suppose that a subsequent law prohibits inflation adjustments in these types of contracts and the parties then continue the supplier`s efforts (on the basis of this overriding illegality) to excuse its subsequent performance under the contract. Given this severability clause (and any admonitions from the lawyer to the client of the service), the court could decide to remove the inflation adjustment provision and leave the rest of the contract intact. Obviously, the service provider would be very dissatisfied with this result. (c) An organizational conflict of interest may arise when factors give rise to an actual or potential conflict of interest in a contract immediately entered into or when the nature of the work to be performed immediately creates an actual or potential conflict of interest in a future acquisition. In the latter case, certain restrictions may be necessary for the future activities of the entrepreneur. As discussed above, the assignment provision may be formulated in such a way that a party may assign the contract to a purchaser of all the assets of that party. However, in the context of such an assignment, a confidentiality provision in the form described above could be interpreted as requiring the assigning party to obtain the consent or waiver of the other party with respect to that obligation of confidentiality. If these assignment and confidentiality provisions were reflexively added to several other agreements of the acquiring party, the requirement to obtain such consents/waivers from the parties to each of those agreements could significantly delay or even impede the imminent acquisition. In this scenario, a provision with the following effect should resolve the issue: “A party that receives confidential information from the other party in this manner may disclose that confidential information to an eligible assignee in accordance with section [Assignment Provision], provided that the authorized assignee is informed in advance by that receiving party of the confidentiality of the confidential information and has agreed in writing, its confidentiality in accordance with this section [Confidentiality Provision]. An assignment provision generally requires the consent of the other party before a party can assign its rights under the relevant contract.
This provision is useful because, in general, unless the contract contains express provisions to the contrary, “all contractual rights may be assigned … [and] the right to assign is presumed to be based on the principles of unfettered transferability of property rights and commercial convenience. 2 A standard wording of an assignment provision would provide that “Neither this Agreement nor any rights, interests or obligations under this Agreement may be assigned by either party without the prior written consent of the other party.” The examples in subparagraphs (a) to (i) below illustrate situations in which issues of organizational conflict of interest may arise […].
最新記事 by kabumori@yamanouchi (全て見る)
- 5.8 Agreement of Subject and Verb Latin - 2022年6月8日
- Y(Uk)3 the Contracts (Rights of Third Parties) Act 1999 - 2022年4月21日
- Work Agreement Duration - 2022年4月20日
