Companies focus on terms and conditions, for example. B what services or products are provided, when they are provided and how they are provided. These essential conditions are then amortized in a contract with different legal conditions intended to protect the parties in the event of failure to perform the contract. Erroneous provisions of a treaty can cause the entire treaty to fail. To protect against the failure of the entire treaty, most of them contain a salvatorial clause such as the following: « In the event that any part or provision of this Agreement is declared totally or partially invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder of the part or provision and the contract shall remain in full force and effect, whether the essential conditions of this Agreement remain valid, binding and applicable to each Party. As with other provisions of Boilerplate, the « no assignment » provisions should be carefully developed to ensure that one party has the opportunity to accept the assignment of the rights or obligations of the other party to the contract. To fully protect a party, the provisions must exclude the assignment of rights from the agreement, not just the assignment of the agreement. In addition, it is important that the provision invalidates the contract when a party lowers an obligation or right. Non-portability clauses can have a significant impact on the rights of an agreement party. For example, in Forest Commodity Corp. v. Lone Star Industries Inc., an agreement between a mining company and a storage company contained a standard clause prohibiting the transfer unless the other party agreed. The storage company transferred its interests and obligations to another company without the consent of the mining company. The purpose of a succession clause is to make the beneficiaries or transfers of a company subject to contractual conditions in the event of a transfer.
However, the Georgia Court of Appeals also interpreted the successors and assignment clause as prior consent to the assignment or transfer of the agreement. As another example, a company could heavily negotiate the confidentiality clauses of an agreement if it is a candidate to provide a client with inexpensive services for a project. That undertaking will not want its proposal, which contains its prices and services, to be copied by a competitor, which would confer on that competitor an advantage in the tendering procedure. Therefore, a party may still be bound by an agreement with another party, without a specially developed assignment provision, if the original contracting party is sold or merged with another entity. This is an effective standard non-applicability clause, which takes into account transfers under the law and voluntary transfers: « No party may assign any of its rights under this agreement, voluntarily or involuntarily, whether by merger, consolidation, dissolution, performance or otherwise, without the written consent of the other party. . . .