Module 4 · Chapter 9

Confidentiality, Data Protection, Assignment and Governing Law

The closing clauses of a distribution agreement each do a real job. They protect secrets and data, control who may take over the deal, and send disputes to one court.

≈ 8 min read 8-question test

In this chapter

  • What each side must keep secret, and who answers for customer data
  • Who may take over the deal, and why bribery gets its own clause
  • Which law and which courts decide a dispute, and how court papers reach Dublin

9.1The closing clauses in one paragraph

The last clauses of the Agreement are what lawyers call boilerplate (standard wording), but each one does a job. One keeps each side’s business secrets, and another says who answers for personal data. One stops either side handing the deal to someone else, and one keeps bribes out. The last two send any dispute to the law and the courts of England.

Key point

A dispute about machines in Ireland is still decided in England, under its law. Because the courts clause binds both sides, the judgment takes the surest route to Ireland.

Also in this chapter

  1. Keeping secrets and customer data
  2. Who may take over the Agreement, and keeping bribes out
  3. Which law and which courts decide a dispute
  4. Your job

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