Page 1 of 2 1 2 LastLast
Results 1 to 10 of 16
  1. #1
    Join Date
    Oct 2020
    Posts
    8

    Default Further Assurances

    My question involves labor and employment law for the state of:

    New York

    Hello,

    I have a simple consultancy contract and I am worried this clause can lead to any transfer of my own intellectual rights later on:


    4. Further Assurances. Each of the Parties hereby agrees that it will hereafter execute any further instruments of assignment, transfer or conveyance as may be necessary or desirable to effectuate the purposes hereof.

    I cannot understand what this clause ties to say. Do you think ti can e paraphrased to mean something more concrete? like the following?


    Additional Documents. At the written request of the other party, each party shall provide the requesting party, or sign for the requesting party, any additional documents required to consummate the transactions contemplated by this agreement

  2. #2
    Join Date
    Oct 2014
    Posts
    8,238

    Default Re: Further Assurances

    Quote Quoting gabriell2
    View Post
    4. Further Assurances. Each of the Parties hereby agrees that it will hereafter execute any further instruments of assignment, transfer or conveyance as may be necessary or desirable to effectuate the purposes hereof.
    That's a great example of poor legal drafting using overly stuffy legalistic language in an agreement. I write contracts for clients in plain English with the idea that the business people actually using the contracts will know what the contracts say just by reading it themselves without the need to get a lawyer to explain it. This one falls far short of that standard.

    All this sentence really says is that the parties will execute those documents that may be needed to accomplish the transfers/assignments called for in the contract. That's a pretty common thing to see in a contract. That sentence by itself isn't what will give you much trouble. It's what else the contract says — what rights it specifies might be subject to transfer — that may cause issues for you. While you characterize the contract as "simple" it still may be worthwhile for you to have a lawyer review it to make sure there are no problems lurking there that you've not spotted. Especially if the rest of it is written in that same stuffy, overly legalistic and difficult to read language.

  3. #3
    Join Date
    Oct 2020
    Posts
    8

    Default Re: Further Assurances

    Thank you very much for this insightful reply.....I asked them to replace the above clause with the following and they agreed:

    At the written request of the other party, each party shall provide the requesting party, or sign for the requesting party, any additional documents required to consummate the transactions contemplated by this agreement

    This is much more understandable

    Can you also take a very short look at this clause??? it just states that we will be doing the business together - this can stop me looking for attorney help if anything goes wrong??

    3. No Third-party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon, or give to, any person or entity other than the Parties and their respective successors and assigns any remedy or claim under or by reason of this Agreement or any terms, covenants or conditions hereof, and all of the terms, covenants, conditions, promises and agreements contained in this Agreement shall be for the sole and exclusive benefit of the Parties and their respective successors and assigns.

  4. #4

    Default Re: Further Assurances

    A third-party beneficiary clause will not prevent you from engaging an attorney to represent you if in the future you have a claim against the other party to the contract.

    A third party beneficiary is someone who receives a benefit from a contract but is not a party to the contract. A classic example might be a person who is designated to receive the payment under a life insurance contract. The contract is between the insurance company and a person, but the payments go to someone other than the person who signed the life insurance contract. That person -- the one who receives the death benefit -- is a third party beneficiary of the life insurance contract.

    Whether any particular person or business qualifies as a third-party beneficiary in the particular circumstances can be a complicated determination, and a lot has to do with the terms of the contract and the intentions of the contracting parties.

    The significance of being a third party beneficiary is that third party beneficiaries can file a claim against and recover damages from a party to the contract based on that party's breach of the contract, even though the third party beneficiary did not sign the contract.

    The purpose of a clause of the kind that you quoted is to say that no-one, other than the parties to the contract or their successors or assigns, has a right to bring a claim against a party to the contract in case of a breach of the contract.

  5. #5
    Join Date
    Oct 2020
    Posts
    8

    Default Re: Further Assurances

    Quote Quoting MiddlePart
    View Post
    A third-party beneficiary clause will not prevent you from engaging an attorney to represent you if in the future you have a claim against the other party to the contract.

    A third party beneficiary is someone who receives a benefit from a contract but is not a party to the contract. A classic example might be a person who is designated to receive the payment under a life insurance contract. The contract is between the insurance company and a person, but the payments go to someone other than the person who signed the life insurance contract. That person -- the one who receives the death benefit -- is a third party beneficiary of the life insurance contract.

    Whether any particular person or business qualifies as a third-party beneficiary in the particular circumstances can be a complicated determination, and a lot has to do with the terms of the contract and the intentions of the contracting parties.

    The significance of being a third party beneficiary is that third party beneficiaries can file a claim against and recover damages from a party to the contract based on that party's breach of the contract, even though the third party beneficiary did not sign the contract.

    The purpose of a clause of the kind that you quoted is to say that no-one, other than the parties to the contract or their successors or assigns, has a right to bring a claim against a party to the contract in case of a breach of the contract.
    thank you for helping me translate this clause into a human-understandable language) not sure why they woudl need to use such vague phrases to describe something so straightforward.

    I also wanted you to run a quick risk-scan of the clause I substituted earlier :

    Additional Documents. At the written request of the other party, each party shall provide the requesting party, or sign for the requesting party, any additional documents required to consummate the transactions contemplated by this agreement

    I do not want to be under obligation to supply any personal documents later on - besides the invoice for them to pay. is there a way to mention that the document will need to be mutually agreed upon - if they ask for a copy of my passport or residence proof later on. There is an open ended sentence at the end of of this clause = any additional documents required to consummate the transactions contemplated by this agreement they can request any documents if they feel those are needed???? practically any documents??

    There is another version of this clause:

    On written request, a party shall sign, or provide the requesting party with, any additional documents necessary to consummate transactions under this agreement

    Still I need to reserve the right to decide if I wish to provide any additional personal documents - can this be done with a MUTUALLY AGREED like -

    On written request, a party shall sign, or provide the requesting party with, any additional, MUTUALLY AGREED documents necessary to consummate transactions under this agreement. Parties to this contract reserve the right to refrain from providing any additional documents as they deem appropriate.

  6. #6
    Join Date
    Jul 2018
    Posts
    2,730

    Default Re: Further Assurances

    Quote Quoting gabriell2
    View Post
    4. Further Assurances. Each of the Parties hereby agrees that it will hereafter execute any further instruments of assignment, transfer or conveyance as may be necessary or desirable to effectuate the purposes hereof.

    I cannot understand what this clause ties to say.
    So...you signed this contract despite it containing something you didn't understand?! Yikes! I take it this means the other party drafted it, so why didn't you ask to have this provision removed or at least clarified before you signed it? You read it before you signed it, right? Or is this something you haven't signed yet?


    Quote Quoting gabriell2
    View Post
    Do you think ti can e paraphrased to mean something more concrete?
    More concrete than what? I think the provision is abundantly clear; it means exactly what it says (I also disagree with "Taxing Matters" that this is an "example of poor legal drafting using overly stuffy legalistic language"). However, I can't really explain it without reading the rest of the contract.


    Quote Quoting gabriell2
    View Post
    like the following?

    Additional Documents. At the written request of the other party, each party shall provide the requesting party, or sign for the requesting party, any additional documents required to consummate the transactions contemplated by this agreement
    I think this is an accurate summary of the quoted language.


    Quote Quoting gabriell2
    View Post
    Can you also take a very short look at this clause??? it just states that we will be doing the business together - this can stop me looking for attorney help if anything goes wrong?
    No. It has nothing to do with that.

    If this is something you're in the process of negotiating, you really shouldn't be relying on info from anonymous strangers on the internet, many of whom aren't attorneys.

  7. #7
    Join Date
    Oct 2020
    Posts
    8

    Default Re: Further Assurances

    So...you signed this contract despite it containing something you didn't understand?! Yikes! I take it this means the other party drafted it, so why didn't you ask to have this provision removed or at least clarified before you signed it? You read it before you signed it, right? Or is this something you haven't signed yet?
    Nope I have not signed it yet and in the process of finalizing the contract.

    The main concern is being asked to provide ANY kidn of document later on....does this automatically result from this clause?

    On written request, a party shall sign, or provide the requesting party with, any additional documents necessary to consummate transactions under this agreement

  8. #8
    Join Date
    Sep 2020
    Posts
    178

    Default Re: Further Assurances

    Quote Quoting gabriell2
    View Post
    Nope I have not signed it yet and in the process of finalizing the contract.

    The main concern is being asked to provide ANY kidn of document later on....does this automatically result from this clause?

    On written request, a party shall sign, or provide the requesting party with, any additional documents necessary to consummate transactions under this agreement
    ANY documents? No. It seems to me that you would be obligated to sign or provide the other party only any additional documents that are necessary to consummate the transactions related to the agreement. But that's just a plain-English read of the clause.

  9. #9
    Join Date
    Oct 2020
    Posts
    8

    Default Re: Further Assurances

    Quote Quoting Zigner
    View Post
    ANY documents? No. It seems to me that you would be obligated to sign or provide the other party only any additional documents that are necessary to consummate the transactions related to the agreement. But that's just a plain-English read of the clause.
    Thank you - is there a way to add a short provision to make them ask only the previously agreed documents so they do not demand anything they seem appropriate?

  10. #10
    Join Date
    Sep 2020
    Posts
    178

    Default Re: Further Assurances

    Quote Quoting gabriell2
    View Post
    Thank you - is there a way to add a short provision to make them ask only the previously agreed documents so they do not demand anything they seem appropriate?
    Yes, I'm sure there is. Having said that, such advice is beyond the scope of anything an internet forum should provide. You should speak to a local attorney for specific assistance in drafting a contract.

    1. Sponsored Links
       

Page 1 of 2 1 2 LastLast

Similar Threads

  1. Travel and Recreation: Cancellation of Awarded Comp Dollars Despite Prior Assurances
    By Reeves Eason II in forum Consumer Law
    Replies: 12
    Last Post: 05-18-2018, 12:47 PM
  2. Probation and Parole: Are a Prosecutor's Assurances Binding
    By Margaret1448 in forum Probation, Parole and Incarceration
    Replies: 1
    Last Post: 06-15-2009, 09:05 PM
  3. Job Rescission, After Multiple Assurances
    By Poppy1 in forum Employment and Labor
    Replies: 3
    Last Post: 03-18-2009, 06:39 PM
 
 
Sponsored Links

Legal Help, Information and Resources