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Five key provisions in contracts that deserve legal review if altered by the other side

The International Association of Contract and Commercial Management 2010 Top Terms in Negotiation reported no change from the year before in the top five contract terms most frequently negotiated: (1) limitations of liability, (2) indemnification, (3) “price/charge/price changes,” (4) intellectual property, and (5) confidential information/data protection. Of the 30 contract terms covered, these five did not even change their relative position (See my post of Jan. 21, 2010: IACCM and empirical research on commonly negotiated terms.).

On pages 9 and 10 of the report you can see how the importance of the five terms varies by geographic region, pages 11 and 12 analyze their importance under eight legal systems (UCC, English, French, and German included), and pages 13 and 14 break them down by ten industries. If your legal department wanted to set a policy for when contract changes must be reviewed by a lawyer, this set of five would be a good place to start. The additional granularity of region, jurisprudence and business sector would help even more. Additionally, they give a framework for what to teach clients.

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