Englische Vertragsmuster #6: Allgemeine Klauseln

Einige Standard-Klauseln kommen in fast jedem Vertrag vor. Hier deren englische Version …

ARBITRATION

Any dispute arising between … and … shall be submitted to arbitration in/at … in accordance with the rules of the … then in effect.

ASSIGNMENT

The parties may transfer or assign their rights under this Agreement in whole or in part only with the prior written consent of the other party. The parties shall not unreasonably withhold or delay such written consent. This Agreement shall not be assigned or sub-contracted by either party hereto, in law or by contract, without the prior written consent of the other party. Nothing herein contained, however, shall prevent … from assigning this Agreement to any subsidiary of …, or to an affiliate, sister, or parent corporation.

CONFIDENTIALITY/NONDISCLOSURE

“Confidential Information” shall apply to any such information which has been labelled as “Confidential” or with a similar term by … for the Licensee or the Confidentiality of which becomes obvious in the context in which it has been passed on. No “Confidential Information” shall be such information which is within public domain, has been known to the Licensee prior to disclosure by … or has been developed independently by the Licensee. However, Confidential Information shall not include information that

(1) is or becomes part of the public domain through no fault of the other party, (2) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (3) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (4) is independently developed by the other party without use of or reference to the other party’s Confidential Information; (5) Disclosure of Confidential Information of the other party is permitted to the extent a) it must be disclosed by virtue of statutory provisions, non-appealable judgment or final and absolute administrative ruling; b) disclosure is made by a party to its legal counsel or other experts bound by similar obligations of confidentiality in order and solely to the extend necessary to establish rights or enforce obligations under this Agreement.

FINAL PROVISIONS

Severability: If a provision of this agreement is or becomes legally invalid or if there is any gap that needs to be filled, the validity of the remainder of the agreement shall not be affected thereby. Invalid provisions shall be replaced by common consent with such provisions which come as close as possible to the intended result of the invalid provision. In the event of gaps such provision shall come into force by common consent which comes as close as possible to the intended result of the agreement, should the matter have been considered in …

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