You work for an electronics manufacturing company located in the United States. Your company plans to sell mobile phones to a distributor in Argentina, and you have drafted a distribution contract. A copy of the draft distribution contract can be downloaded: Boilerplate Provisions in Client's Draft Distribution Agreement (Word). Your manager wants the contract to be short and simple and says that she considers paragraphs 21-37 of your draft contract to be "unnecessary boilerplate." She tells you to remove the boilerplate provisions from the contract unless you can make a compelling case for keeping them. You disagree with your manager that paragraphs 21-37 are unnecessary and plan to let her know. Identify three provisions in paragraphs 21-37 that you believe are important to include in the contract. For each, please explain what the provision means and state why you think it is important.

Do you agree with the following? Conclude "yes" or "no" and explain why. In your explanation,

be sure to provide the rule and apply the law to the facts:

Dear Manager, There are three provisions that I believe are crucial to keep in the contract to protect our company's best interests: 1. Notices (Clause 23): This clause keeps both parties accountable for all of their communications. If we do not require communication of important information to be through a specific, traceable channel, then the distributor could say that they notified us of something through a phone call or email to a random employee and claim that we did not follow through on our end of the contract. Similarly, we could send important information to the distributor through certified mail, but they could just claim they never received it because the mail was to what they claim is the wrong address. 2. Waiver of Jury Trial (Clause 34): Supply chain issues are not easily understood by people who do not work in the industry. Because the distributor is consumer facing, while our company is B2B, the distributor likely has a better idea of how to manipulate information for consumers (i.e. the jury), which would be an advantage in a jury trial. Also, they may have more brand recognition with consumers, which could inadvertently bias the jury. 3. Force Majeure (Clause 36): As the supplier, we must protect ourselves against possible force majeure events. Whether it's a natural disaster causing a power outage, or a worker's strike delaying production, there are many reasons that we may have a delay in manufacturing. If we don't protect ourselves against these situations, we are giving the distribution company too much opportunity to claim default on or breach of contract because we may not always be able to deliver on time. Furthermore, there are far fewer chances that Force Majeure events would affect the distribution company's activities, so this clause is more about protecting our company.

Answer rating: 100% (QA)

Yes I agree with the points raised in the explanation 1 Notices Clause 23 This clause is important b... View the full answer