Agreement Preamble

The parties must respect the application of a full clause of the contract. Such a clause is often found in trade agreements and prevents previous declarations or assurances that are not explicitly included in the contract from producing legal effects. In order to ensure that all relevant information or submissions contained in the recitals are not contrary to a full agreement clause, it is necessary to explicitly include the recitals in the agreement. Another approach might be to declare that a full clause of the contract applies „unless the context requires it otherwise.“ Such a qualification is, however, vague and perhaps not desirable, as it can promote insecurity. Types of clauses of consideration. The recitals provide general information on the parties, the context of the agreement and the introduction into the agreement itself. There are several types of clauses in the recital: to ensure that key definitions are included in the legally binding contract, a better approach might be to include the term „as defined below“ just before the term defined in the recitals, thus implicitly referring to the reader the definition section in the treaty`s scheme. However, in practice, it is unlikely that a court will not take into account all references to terms defined in the recitals when interpreting the agreement. The agreement usually enters into force on the date of its signing. Caution should be exercised when another date is chosen as the validity date. The preamble mentions the nature of the agreement, the date of the signing of the agreement, the parties to the agreement, its status (i.e.

its persons or entities) and its addresses. Key definitions used throughout the operational part of the contract are better used in the definition section of the treaty than in the recitals, since the recitals may have no legal value. This is not necessarily the approach taken in practice, as is the case with the 2012 International Petroleum Negotiater Association (AIPN) model for the Joint Enterprise Agreement (AIPN JOA). In the AIPN JOA, the term „contract“ is defined in the recitals by reference to the contract for the sharing of the underlying production, the concession of the state, the license, the leasing base or any other instrument related to this particular JOA. The „contract“ is defined in the „Definitions“ section as „the instrument defined in the recitals of this agreement, including any extension, extension and/or amendment.“ presentation. Considerations in European-style contracts are often listed by capital (A), (B), (C), etc., or roman numbering. Considerations should not be points. U.S.-style contracts often start with the word Whereas,… In addition, recitals are generally considered a enumeration: each recital would end with a semicolon, while the first recital is the continuation of the „lead-ins“ (which could be the preamble title „whereas“). See also section 5.2 (d) (enumerations).

The content. The information mentioned in the preamble should be limited to intentions, wishes or factual assertions. It is customary to limit these statements to substantive issues that may lead to a direct breach of the validity or applicability of the contract.