Submission Agreement Sample With Whereas Clauses In Florida
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2d 1231, 1234-35 (Fla. 5th DCA 2004). A trial court must enforce a mandatory forum selection clause in a contract so long as there is not a showing that the clause is unreasonable or unjust.
Rule 1.110(303.3) 'Whereas' clause of contract is prefatory, not binding.
A forum selection clause will generally be enforced unless the resisting party shows that enforcement would be "unreasonable or unjust, that the clause is invalid for such reasons as fraud or overreaching," or that "enforcement would contravene a strong public policy of the forum in which suit is brought." The Bremen ...
469, 480 (1998) (“Thus, the court identified four grounds (the Bremen factors) sufficient to invalidate a forum selection clause: (1) if the contract were obtained through 'fraud or overreaching'; (2) if the forum were so remote that the complaining party would 'for all practical purposes be deprived of his day in ...
3d 236 (Fla. 5th DCA 2012). This is known as a forum selection clause. The clause can be mandatory, which requires the parties to litigate in the particular chosen forum to the exclusion of all other forums, or permissive, which only constitutes consent to a particular forum without excluding all other forums.
If the forum selection clause was communicated to the resisting party, has mandatory force, and covers the claims and parties involved in the dispute, it is presumptively enforceable.
1 Use plain language. 2 Define key terms. 3 Structure your clauses logically. 4 Be specific and precise. 5 Use examples and scenarios. 6 Review and revise your clauses. 7 Here's what else to consider.
The contract might start with a Whereas clause like this: 'Whereas, the parties wish to collaborate in the development of new technology...'. This Whereas clause is setting out the purpose of the contract: to set up a partnership for developing technology.
Sample wording: “Neither party may assign this agreement or any rights or obligations herein without the prior written consent of the other party.” Cancellation clauses: These allow either party to terminate the contract under specific conditions, often requiring advance notice.
Sample wording: “This agreement may be terminated by either party by providing 30 days written notice to the other party.” Change control clauses: Manage how changes to the contract or project scope are handled. Sample wording: “Any changes to the scope of work must be made in writing and agreed upon by both parties.”