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ACCELERATION CLAUSE (Usually found in Loan Forms, Promissory Notes etc.

) If Party A shall fail to pay the principal, any installment or interest thereon, under this Agreement then, and in any such event, Party B may, by notice to Party A, declare all amounts payable under this agreement..

ARBITRATION CLAUSE ( Articles 2042 to 2046 of the New Civil Code; Republic Act No. 876 a.k.a. The Arbitration Law)

What is arbitration? ( Section 2 of RA 876)


Two or more persons or parties may submit to the arbitration of one or more arbitrators any controversy existing between them at the time of the submission and which may be the subject of an action, or the parties to any contract may in such contract agree to settle by arbitration a controversy thereafter arising between them

If the parties hereto are unable to resolve by mutual agreement any dispute or controversy between them concerning this agreement, the parties agree that the dispute or controversy shall be finally settled by mandatory, binding arbitration. Costs of arbitration shall be borne by the parties in accordance with the decision of the arbitrators. Judgment upon the award rendered shall be entered into any court having competent jurisdiction thereof.

EXCLUSIVITY CLAUSE
During the period of this contract, Party B undertakes to provide services exclusively to Party A and to devote his time, skill and attention to the engagement during the term of this agreement. Party B will perform no services to any other entity which may constitute a conflict of interest with his services to Party A. Party A shall have sole discretion to determine if such conflict of interest exists.

NON-COMPETITION CLAUSE
Employee agrees that during the term of this Agreement , he will not render services as an employee or consultant to, nor invest or acquire any interest in, any corporation or any other business organization, a substantial portion of the business of which is the same as, related to, or complementary to the business of the Company or its affiliates or subsidiaries

RETENTION CLAUSE
The employer shall be entitled to retain five percent (5%) of the value of the works until the employer has issued to the contractor the final certificate of payment.

CONFIDENTIALITY CLAUSE Employee shall not during, or at any time after the termination of his/her employment with the Employer, use for himself/herself or others, or disclose or divulge to others including future employees, any trade secrets, confidential information, or any other proprietary data of the Employer in violation of this agreement.

RIGHT OF FIRST REFUSAL CLAUSE:


RIGHT OF FIRST REFUSAL. If during the term, or any extensions thereof, the LESSOR shall receive a bona fide offer to lease the LEASED PREMISES which offer is acceptable to LESSOR, LESSOR agrees to keep this lease contract intact and shall not transfer, convey, lease, assign any right that will affect this lease contract between herein LESSOR and LESSEE to any transferee, lessee, assignee, designee or nominee.

If upon the expiration of the term, or any extension thereof and within twelve (12) months from expiration of the term or any extension thereof, LESSOR shall receive a bonafide offer to lease the LEASED PREMISES which offer is acceptable to LESSOR, LESSOR agrees that LESSEE shall have the right of pre-emption and is hereby granted the right of first refusal to lease the LEASED PREMISES at the same rental rate per square meter and term as offered in said bonafide offer. ..

Another example:
OPTION TO PURCHASE. If during the term of this lease or any extension thereof, LESSOR shall receive a bona fide offer to purchase the LEASED PREMISES as a whole, which offer is acceptable to LESSOR, LESSOR agrees that LESSEE shall have the right of pre-emption and is hereby granted an option to purchase the LEASED PREMISES upon the same terms and conditions stated in said offer

MOST FAVORED CUSTOMER CLAUSE If during the term of this Agreement, Party A sells [ state commodity] to any third party, under substantially similar circumstances and conditions, at charges and/or upon terms and conditions which are more favorable that those effective pursuant to this Agreement, then Party A shall immediately notify Party B, and such more favorable prices, terms and/or conditions shall apply under this Agreement.

LITIGATION CLAUSE

In the event of any court action between the parties herein arising out of or in relation to any of the terms and condition of this contract, the same shall be filed in the proper court of (state court territory), to the exclusion of all other courts.

SEVERABILITY CLAUSE
If any one or more of the provisions of this contract is declared invalid or unenforceable in any respect under any applicable law the validity, legality or enforceability of the remaining provision contained herein shall not in any way be affected or impaired.

NO WAIVER CLAUSE
The failure of any party to insist upon a strict performance of any of the terms, conditions and covenants hereof shall not be deemed a relinquishment or waiver of such terms, conditions or covenants, granted to such party, nor shall it be construed as a condonation of any subsequent breach or default of the terms, conditions and covenants hereof, and the subsequent acceptance of rent by the LESSOR shall not be deemed to be a waiver of any prior knowledge of such breach at the time of acceptance of such rent.

No waiver by the LESSOR of any of its rights under this contract shall be deemed to have been made unless expressed in writing and signed by the LESSOR.

ATTORNEYS FEE CLAUSE


ATTORNEYS FEE. Any violation of the terms, conditions, covenants and agreements hereof by any of the parties hereto shall be brought to the proper courts of________________ and will entitle the offended party to damages, attorneys fee and cost of suit.

VENUE CLAUSE In the event of any court action between the parties herein arising out of or in relation to any of the terms and condition of this contract, the same shall be filed in the proper court of (state court territory), to the exclusion of all other courts.

RULE OF CONSTRUCTION CLAUSE


(How the terms of a contract shall be interpreted in case of conflict of interpretation of its provisions?)

Example:
This contract shall be construed, interpreted

and governed by the laws of the Philippines.