Conflict Clause (Cross-Border)

Summary

These clauses on conflict within an agreement and conflict with other agreements can be used in cross-border commercial contracts. They are adapted from U.K. practice with guidance on various international jurisdictions. These clauses specify which terms prevail in the event of a conflict or inconsistency within a single agreement and which agreement prevails in the event of a conflict between multiple agreements. These clauses include practical guidance, drafting notes, an alternate clause and an optional clause. If an agreement has a number of schedules or appendices, the parties may intend the terms in the main body of the agreement to prevail over the former. A conflict within an agreement clause is used to specify which terms prevail in the event of a conflict or inconsistency within a single agreement. Also, when the agreement itself conflicts with other agreements, this conflict clause will specify which agreement will prevail. For cross-border guidance on commercial contracts ...