Wednesday, 26 June 2013

Nonsense in contract drafting

Just read a term in a contract which says:
[Party A] undertakes to [Party B] that it will:
(a)  not do or omit to do any act that may damage the reputation of [Party B] ...
How can they both do and omit to do the same act? And why should Party B agree to Party A doing acts that may damage its reputation (even if it undertakes not to do them as well)?

It also contains an indemnity which specifically mentions proceedings brought under the Trade Descriptions Act 1968 - of which, to be fair, a couple of provisions creating offences still remain in force. And there is a completely standalone clause that says;
The provisions contained in this clause shall survive the termination of this Agreement.
That's OK, then!

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