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The clause is used to include, by reference, the terms of the underlying agreement (such as insurance, guarantees and alliances) in the support agreement. However, in certain circumstances, a legally binding “partnership agreement” may be necessary. For example, the parties may wish for an agreement that would allocate a reasonable share of the profits and financial losses between the parties in relation to the objectives set out in the agreement. The objectives set must be clearly defined and the financial consequences of striking or exceeding these objectives must be clearly defined. The objectives should not be purely financial; they may be related to time, quality or safety. The dates for taking an account into account and when payments are actually made should also be clearly defined. If incentives are properly structured, they should help promote the partner approach. In addition, if the parties wish to include in their agreement general declarations of intent of the above type, the agreement could indicate that the payment mechanism is the only means by which the parties may have financial rights or commitments against each other with respect to the performance or non-compliance with these general declarations of intent. This will avoid the risk of charging charges of violation of general statements that could give rise to litigation that the partners intend to avoid. The effects of the separation of arbitration agreements on the choice of applicable law should also be analysed; In other words, if the law applicable to the underlying agreement is automatically different from the law applicable to the arbitration agreement because of its dissociatability. In other words, is the choice of law applicable to the main contract also applicable to the arbitration agreement? Indeed, the compromise clause and the underlying agreement are two different agreements, although they both exist in the same text. While the underlying agreement creates a relationship of engagement between the parties, the arbitration agreement focuses exclusively on the settlement of disputes between the parties.
For the above reasons, the principle of dissociatability establishes that the arbitration agreement and the underlying agreement have different characteristics; the arbitration agreement is legally autonomous and is not affected if the main contract becomes invalidated. Therefore, the arbitration clause remains valid even if, for some reason, the underlying agreement is invalidated; On the other hand, if the compromise clause is invalid, the underlying contract remains valid and the dispute resulting from the underlying agreement is settled in the national courts. Representations and guarantees: this section of the acquisition agreement often contains complex legal concepts. The most important thing you need to know about representations and guarantees is that the copyright holder assures you in writing that the owner of the underlying property owns the underlying rights and has the opportunity to sell them to you.