If He Declines in a Timely Fashion and Has Not Agreed to the Assignment.

Options to Choose in Agreement Composition

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Taras Bereza Whereas it is not always a piece of cake to choose the correct pick for the interpretation or/and translation of terms, clauses and definitions in legal practise, it is my firm belief that the beneath analysis of model understanding composition will exist of keen employ and importance in terms of reference and advice. In the day-to-mean solar day do legal practitioners are normally mixed with the dilemma of the variety of options, at first sight, suitable for translation. Therefore the question of "Which is the standard and who actually sets it?" is more than justified.

In my humble translator'southward opinion, no matter which kind of English we use in translation (i.e. B.East., A.Due east., or other Englishes etc), there is a standard you comport overall responsibleness for, i.e. the one specifically defined by the customer, or professional environment y'all are involved in. For instance, information technology is curious to know that the translation of legal certificate may satisfy ane particular client; although, the same text might not be positively assessed, or worse than that, fifty-fifty rejected by the proficient person/company that has spent decades in legal counseling. Such inconsistency usually provokes much debate among translators/interpreters, editors, legal secretaries, lawyers, and eventually clients.

Below is the attempt to opt for an appropriate layout, required in that or another department of legal certificate. Still, this is not a set of practical rules of "How to brand your agreement perfect?" Neither is it any ambition of mine to pretend for the introduction of fit-for-all reference. Instead the article focuses on ten model sections, including clauses with the diverseness of appropriately selected options [italics], which may exist widely used in agreement composition. At that, your terminal choice of the alternatives given hereinafter shall, of form, depend on each particular case.

one. Parties, Titles and Requisites

a) This Understanding is executed this e.chiliad. 12 day of January 2005 (or, alternatively, the twelfth twenty-four hour period of January, ii 1000 and 5, if the context may require so) by and between Party one and Political party 2; or

b) This Agreement is made on eastward.g. Jan 12, 2005 by and between Political party ane and Party 2; or

c) This Agreement is entered into on e.g. Jan 12, 2005 by and between Political party 1 and Party 2;

Obviously irreplaceable in translation practice Oxford Collocations Dictionary for Students of English provides us with the following extension in due respect: to conclude/enter into/execute/sign/reach/ get in at/come to/negotiate/work towards agreement) (p.17 "Understanding").

Right subsequently usually follow legal requisites of the Parties specified, for example, every bit: Party 1 a legal entity (incorporated/established/founded) under the laws of [state] on [date] with Registration No.___ as [an Open up/Airtight Joint Stock Company/Express Liability Company/Girl Enterprise/Subsidiary/Full Liability Company/Joint Venture/Partnership/Representative Function etc] whose legal address is: [legal/postal address, including edifice/flat No., street, city/land, nothing lawmaking, country], duly represented by [name and title of representative], acting on the basis of [legal document, i.due east. Charter/Statute/Articles of Association/Power of Attorney etc] on the one side/of the one office/every bit the party of the first part," and Party 2, on the other side, hereinafter together/jointly referred to every bit the "Parties" and separately/individually equally the "Party", have entered into this Agreement on the following terms: _____; or the latter clause may be extended in the following way: In consideration of the mutual promises and covenants prepare forth/designated/stipulated/envisaged/defined/specified/contemplated/set out/independent in this Agreement, the Parties agree/accept agreed as follows:

WHEREAS, Party 1 desires e.thousand. to retain the services of Party ii in accordance (with)/in compliance (with)/in line (with)/in obedience (to)/in conformity with the terms and atmospheric condition of this Agreement; or

WHEREAS, Party i wishes e.g. to sell and Party 2 wishes to purchase e.g. corporate rights as a outcome of which Party 2 shall become the owner ofe.g. Girl Enterprise;

NOW, THEREFORE, in consideration of the promises and the common covenants contained herein, the Parties hereby/further agree as follows:

two. Subject of the Understanding/Field of study-Matter of the Agreement

a) Political party 1 hereby east.g. grants to Party 2, and Party two hereby accepts _____ described in Department ______ below subject to the atmospheric condition specified in this Understanding; or

b) Party one due east.k. shall provide/render to Party 2 the following services/works/appurtenances; or

c) Political party 1 e.g. shall gild and Political party 2 shall undertake to fulfill the works at quality level. Herewith/Herein/At that/Thereat/Upon this/For this purpose/With that/Thereby/In this regard/To this stop/In due respect Party 1 undertakes to make its best efforts /apply its best endeavors/do its utmost within the boundaries of applicable legislation/ within the police; or

d) Political party 1 e.g. shall have the right to provide services to Political party ii, past e.g. subcontracting the performance of such services to a tertiary party, including to Party's 1 affiliated entities/subsidiaries/affiliations/daughter enterprises/branches.

The provision of services shall start/begin/commence not afterwards than [date];

The abovementioned provisions may be alternatively added by the reference to quality of rendered services, specifically:

a) With a high standard of quality Party's ii services shall be performed in a workmanlike and professional manner; or

b) Subject/Pursuant to the next sentence, Party i warrants that all services provided under this Agreement will be carried out with all due skill, care and diligence, in a good and workmanlike style, and in conformity with prior practise;

Political party 1 and Party ii hereby concur that the fee for services shall be eastward.g. the Party's one fair proportion which concerns each blazon of Service and, if the value of the services changes for Party 2 (with the exception of//except for//exclusive of the management charge);

Party1 and Party ii shall exist individually and solely responsible for eastward.one thousand. the duly/timely/proper payment of any taxes that either may be required/demanded to pay in connection with this Agreement pursuant to/in accordance with/in compliance with/in conformity with/co-ordinate to/in line with/in adherence with/adherent to/pursuant to the applicable legislation of Ukraine/Ukrainian legislation/the Constabulary of Ukraine/ applicable law of Ukraine.

3. Term and Termination/Term of Agreement

This Understanding comes to an stop if e.m. either Party forfeits/ breaks/ dissolves/ terminates/ rescinds/ reneges/ ends/ repudiates/ cancels information technology by giving a e.g. thirty (30) days written notice which either Political party is entitled to do whenever _______;

The Parties may terminate this Agreement e.g. prior to expiration of the term designated/specified/set up forth/envisaged in Section ___ of this Understanding only by common agreement or in accordance with one of the provisions of this Department ____;

In the outcome/In case of termination of this Agreement, pursuant to Articles ___ or ___, the Parties shall due east.g. fully brand all settlements and payments within two months following the termination date. Upon the expiration of the specified term, this Agreement shall cease to be valid e.g. only upon the fulfillment past the Parties of their obligations hereunder and total completion/performance/effectuation/making of all settlements and payments.

Notwithstanding anything to the opposite contained/included/foreseen/comprised/constituted in the Understanding each Party shall eastward.one thousand. have the right and option to terminate the Agreement any time subsequently the passing of the e.g. ane^st month of the term by delivering to the e.chiliad. landlord five days prior written notice of such termination. If Political party 1 elects//chooses/opts to terminate e.g. the lease pursuant to such option, then Party 1 shall e.thou. peaceably vacate the demised bounds and deliver possession thereof to Party two at the expiration of said 5 days, and, every bit of such termination appointment, neither party shall take any further liability or obligation to the other hereunder except for and then accrued liabilities under the Agreement every bit of said termination engagement.

4. Liabilities

To the maximum/full/fullest extent permitted by law, Party1 shall eastward.chiliad. in no event/under (in) no circumstances/on no account have any liability to Party2 for loss of business organization, loss of profits, loss of reputation or goodwill or for any other form of indirect or consequential loss, whether arising from negligence, alienation of agreement, tort, breach of statutory duty or otherwise, irrespective of any observe by Party two of the likelihood/probability of whatever such indirect or consequential loss;

Party 1 shall e.g. provide and thereafter maintain insurance against all risks in respect of/regarding/as regards/pursuant to its property and whatever equipment used for the execution of this Agreement;

Party i has in force due east.g. valid insurances in respect of its property, assets and business against such risks as are ordinarily insured against by companies conveying on like businesses for the full reinstatement or replacement value of such property and in respect of its business for such amounts as would in the/given circumstances be normal for such companies including, without limitation, adequate insurance cover against blow, damage, injury, third party risks, loss of profits and product liability.

5. Losses

Party ii acknowledges/affirms/confirms that if Political party i terminates the Agreement in e.yard. 2-year period due east.one thousand., the losses sustained or to exist sustained by Party 1 will be substantially/significantly/considerably greater than USD ______.

half dozen. Settlement of Disputes/Dispute Resolution and Governing Police force

a) All disputes and controversies/discrepancies arising out from the performance of this Agreement volition exist resolved, if possible, through negotiations between the Parties; or

b)In the event that/Whenever/In case whatsoever disputes or differences arise out of or in connection with this Agreement, the Parties shall settle such disputes or differences by ways of negotiations between the Parties in an amicable manner; or

c) All disputes betwixt parties shall exist normally settled by means of skillful will and reciprocal engagement;

This commonly has the following extension, either:

a) All disputes arising out in connection with this Understanding shall be finally resolved in accordance with applicable police force of Ukraine ; or

b) Whatsoever dispute, controversy or claim arising out of or in connection with this Understanding, including whatever question regarding its being, validity or termination (a "Merits"), will be referred to and finally resolved by arbitration under the Rules of eastward.g. the London Court of International Mediation ("LCIA"), which rules are deemed to exist incorporated by reference into this clause ___.

The language of the arbitral proceedings will be e.one thousand. English, and the procedure (insofar as it is not governed past the Rules of the LCIA) will be governed e.g. by English language law. Insofar as they are legally able to do so, the Parties hereby agree to exclude the jurisdiction of English courts.

7. Modifications and Amendments

Amendments and addenda to this Agreement shall be performed by appropriate annexes/amendments/modifications/alterations//changes//supplements which shall form an indivisible//inseparable//integral part of this Agreement and have equal force/is equally authentic/authoritative with it, or by additional agreements respectively;

No provision of this Agreement may be amended, modified or waived e.g. except by an instrument in writing entered into by the Parties and specifically designated as an amendment, modification or waiver.

viii. Strength-Majeure

a) The Parties hereto shall non exist liable for full or partial failure to perform their obligations hereunder if eastward.g. such failure results from whatever cause beyond the reasonable command of the not-performing party ("Force Majeure"). Such circumstances shall include, without limitation: prohibitive deportment by governmental regime, local government, fire, overflowing, earthquake, war, strike; or

b) The Parties shall not be liable for delays or not-performance of their obligations under this Agreement eastward.yard. every bit a result of circumstances arising from Forcefulness Majeure that are owing to any and all uncontrollable events including only not limited to: natural disasters, civil disturbances, government acts, regulations, fraud, strikes, embargoes on transported goods, war, insurrections, and annulments or termination of licenses, permissions, or dominance; or

c) No Party shall be liable for any filibuster in performing of whatever of the obligations hereunder for e.g. any cause beyond its reasonable control, including simply non limited to strikes and accidents, war, invasion, anarchism, rebellion, civil mayhem, insurrection, fire, wind, lighting, explosion, volcanic eruption, earthquake, shipping accidents, freight embargoes, provided even so, that such event affects the proper performance of obligations hereunder and did not exist as of the Commencement Date ("Force Majeure").

a) A Party that is not able to fulfill its obligations under this Agreement shall notify the other Party within ___ business organization days of the occurrence and termination of circumstances preventing such outset Party from the functioning of its obligations; or

b) The facts explaining the being of the abovementioned circumstances shall be proved by a competent body of e.g. Ukraine. If a political party fails to notify the other party of the occurrence of such circumstances, such failing party shall not be entitled to refer to Force Majeure as a reason for the failure to fulfill its obligations. If the foregoing circumstances go on to exist for due east.m. more than 3 months, each of the parties shall be entitled to terminate this Agreement past giving a written detect to the other political party without imposing any financial sanctions upon such terminating party; or

c) If a Party is delayed in operation due to the Forcefulness Majeure circumstances, it shall give the other Party, in writing at the earliest possible time/every bit shortly as possible/as presently every bit practicable, written find of such delay or failure, together with a statement of the facts upon which information technology bases its merits of Strength Majeure. The existence of Strength Majeure circumstances and its nature should be confirmed by presentation by the relevant Party of the written certificate of the Chamber of Commerce and Industry of Ukraine. The Party so delayed or declining to perform due to an issue of Forcefulness Majeure shall have all reasonable steps to minimize the effect of the issue of Force Majeure; or

d) In case/Providing that/Whenever/If Forcefulness Majeure adversely affects any textile part of this Agreement for a period in admission of eastward.g. 30 (30) days, any adversely affected Party shall be entitled to terminate this Agreement past providing detect of termination to another Party. No Political party shall be liable for default, amercement or otherwise on account of a termination pursuant to this Article ___.

9. Miscellaneous

This Agreement enters into effect upon signing and remains in effect until e.g. full performance of the obligations by the Parties;

Any modifications or additions to this Agreement may be made by the Parties e.k. in a manner consistent with the signature requirements for this Understanding or any Addenda;

All Annexes and Addenda duly signed by the Parties form an indivisible/inseparable and integral part of the Agreement;

If whatsoever term of this Agreement should contradict e.g. Ukrainian legislation, then the Agreement shall not exist practical in such section.

All further changes/alterations/modifications or amendments to this Agreement shall exist reflected on attachments to this Understanding, executed by both parties;

All documents related to the performance of this Agreement shall be sent to the other party at its accost specified in the Agreement.

Counterparts and Languages:

a) This Agreement is executed in two copies, each for either Party. Each copy of the Agreement is composed both in the English language and Ukrainian languages and is identical in meaning. The e.g. Ukrainian text shall prevail for the interpretation of this Agreement; or

b) This Understanding has been signed in e.k. English language and Ukrainian versions. In the event of any dispute, the Ukrainian version shall prevail. This Understanding has been fabricated in two equally valid counterparts of each language version. Political party 1 shall proceed ane analogue of each and Party 2 shall go on the other counterpart; or

c) The present Agreement is made in Ukrainian and English languages in duplicate/triplicate. In case of any differences priority is given to English version of the Understanding. All Attachments set forth in Article ___ shall be an inseparable part of this Agreement; or

d) This Agreement shall exist produced in both the English language and the Ukrainian linguistic communication. In the event of/Whenever there is a conflict between the Ukrainian language version and the English language version, the English linguistic communication version shall prevail; or

eastward) The Agreement is made in four copies in Ukrainian language, which shall exist kept by each of the Parties. All copies are equally authoritative; or

f) This Understanding has been drawn up in the English and Ukrainian languages and has been executed in ii (ii) copies, each having equal legal strength and authenticity. In the event of a discrepancy between the Ukrainian and English texts of this Understanding, preference shall be given to the English text.

10. References and Notices

References to any Law shall be construed/interpreted as references to such Law equally amended or re-enacted or modified by any other Law (whether before or after the engagement of this Agreement) and shall include whatsoever provisions of which they are re-enactments (whether with or without modification) and shall include subordinate legislation made under the relevant/corresponding/appropriate/respective/according/due/proper statute;

Any notices to be given hereunder shall exist in writing and signed by the Party that gives such find, or by its authorized representative, and shall be mailed, return receipt required, or delivered via courier or other ways of manus delivery, or sent by fax (the receipt of which shall exist proved by a manual report) with obligatory further delivery of the original re-create at the addresses of the Parties designated below;

All notices, requests, demands, claims, and other communications hereunder shall be presented in writing. Whatever detect, request, demand, merits, or other communication hereunder shall be deemed duly delivered if it is sent by personal delivery or past facsimile transmission to the following addresses or facsimile details;

IN WITNESS of which the Parties have signed and sealed this Agreement as a deed but accept not delivered it until dating it.

Addresses and Banking Requisites

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