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PLAYBOOK TEMPLATES

Sales Agreement (Goods Supply Contract)

A Sales Agreement establishes the legal framework for the sale and supply of goods between parties, setting terms for pricing, delivery, and risk transfer. This playbook examines key negotiation points including warranties, payment terms, and remedies for breach.

Dispute Resolution

Why This Matters: Lengthy or unclear dispute processes can lead to expensive litigation and strained commercial relationships.

Negotiation strategy

If you're the Company:

Ensure the dispute resolution clause aligns with the company's strategic interests and minimizes potential legal costs. Opt for jurisdictions with favorable laws and consider mediation as a first step to avoid litigation.

If you're the Sales Agent:

Negotiate for a neutral venue and governing law that does not disproportionately favor the company. Advocate for clear mediation and arbitration processes to ensure fair treatment.

Essential elements

1

Governing Law

Defines applicable legal jurisdiction.
2

Venue

Specifies location for legal proceedings.
3

Mediation

Outlines initial dispute resolution step.

Action framework

ACCEPT

Propose edits if the governing law or venue is unfavorable or if mediation terms are unclear.

EDIT

Reject if the clause imposes unreasonable costs or lacks confidentiality provisions.

ADD

Add if the agreement lacks a clear dispute resolution framework.

PRO TIP

Always ensure the dispute resolution clause includes a confidentiality provision to protect sensitive information.

Example clauses

FAVORABLE

Preferred Governing Law Clause

"This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without regard to its conflict of law principles."
NEUTRAL

Standard Venue Clause

"Any legal action or proceeding arising under this Agreement shall be brought in the courts located in [City, State/Country]."
UNFAVORABLE

Unclear Mediation Process

"The parties may attempt to resolve disputes through mediation, details to be determined."

Fallbacks

International Contracts

For international agreements, ensure the dispute resolution clause specifies a neutral jurisdiction and considers international arbitration rules.

High-Value Transactions

In high-value deals, prioritize arbitration to ensure a binding resolution and avoid lengthy court battles.

Long-Term Partnerships

For ongoing partnerships, mediation can preserve relationships by facilitating amicable resolutions.
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