Contract Drafting - International Cooperation Agreements - McDermott Will & Emery

Contract Drafting – International Cooperation Agreements

Overview


This series, applicable to anyone engaged in international contract negotiations, offers guidance on drafting English-language contracts governed by German law. We focus on automotive finance contracts, including factoring agreements for vehicle purchase price receivables, and white-label cooperation agreements between financial service providers or banks and manufacturers. While our overviews are primarily centered around these areas, the insights can help you approach various contractual scenarios. For any questions, contact us at Mobility@mwe.com.

Table of Contents

1. Structure and General Drafting Tips


To begin our series on drafting international cooperation agreements, we will focus on the general structure of such agreements and provide general drafting tips.

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2. First Steps in Assessing International Cooperation Agreements


The legal review of an international cooperation agreement can be complex. We highlight some key steps in the process.

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4. How to Avoid Potential Pitfalls of “Representations” in German-Law Contracts


Many English-language cooperation agreements that are governed by German law contain terminology commonly used in English law. Find out what unintentional consequences this can have and how to avoid them.

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5. Contractual Mechanisms to Address Conflicts


Incorporating conflict resolution mechanisms into a contract can be a useful tool for resolving disputes before they escalate. Find out more in our article.

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6. RV Risk Allocation in Retail Cooperation Agreements


Who bears the residual value risk is one of the key questions when structuring a leasing product. This article provides a brief overview of residual value risk allocation considerations.

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7. Types of Boilerplate Clauses in Cooperation Agreements


While some sections of a cooperation agreement are tailor-made, it also contains boilerplate clauses that are typical of commercial agreements. We highlight some of the more relevant clauses and their impact on the contractual relationship between the parties.

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8. Contractual Termination Rights in Cooperation Agreements


Termination rights under a contract are particularly important for a multi-year cooperation agreement. We provide a brief overview of the legal framework under German law.

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9. The End of the Cooperation – Run-Off Principles and Survival Clauses


All cooperations come to an end at some point – we look at some key provisions for the run-off stage of a cooperation that parties should keep in mind.

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10. Executing Agreements in Compliance with German Form Requirements


We provide a brief overview of the form requirements under German law and what the parties have to do to comply with them when entering into a cooperation agreement.

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