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Global Resolution Agreement
"I need a Global Resolution Agreement under Dutch law to resolve ongoing intellectual property disputes between our technology company and three of its former European distributors, with completion targeted for March 2025 and including specific provisions for future licensing arrangements."
1. Parties: Identification of all parties to the agreement, including their legal status and registered addresses
2. Background: Recitals explaining the context of the disputes and the parties' desire to reach a global resolution
3. Definitions: Comprehensive definitions of terms used throughout the agreement, including specific dispute-related terminology
4. Scope of Resolution: Detailed description of all disputes, claims, and matters being resolved
5. Settlement Terms: Core resolution terms including any payments, actions, or obligations required from each party
6. Releases and Waivers: Mutual releases and waivers of claims between the parties
7. Implementation: Timeline and process for implementing the resolution terms
8. Confidentiality: Provisions regarding confidentiality of the agreement and its terms
9. Tax and Costs: Allocation of tax liabilities and costs related to the resolution
10. Representations and Warranties: Parties' representations regarding authority, validity of claims, and other relevant matters
11. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions
12. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Ongoing Business Relationship: Include when parties will continue doing business together, defining future relationship parameters
2. Third Party Rights: Include when the resolution affects rights of third parties or requires third party cooperation
3. Regulatory Compliance: Include when resolution requires regulatory approvals or compliance with specific regulations
4. Insurance Provisions: Include when insurance companies are involved or insurance coverage is relevant to the resolution
5. Non-Competition and Non-Solicitation: Include when future business conduct restrictions are part of the resolution
6. Press Releases and Communications: Include when public announcements about the resolution are anticipated
7. Dispute Resolution Mechanism: Include specific ADR provisions when parties want to specify process for resolving future disputes
8. Interim Arrangements: Include when temporary arrangements are needed during implementation phase
1. Schedule of Claims: Detailed list of all claims, proceedings, and disputes being resolved
2. Payment Schedule: Details of payment amounts, timing, and mechanics if settlement involves payments
3. Implementation Timeline: Detailed timeline for all actions required under the agreement
4. Related Agreements: List and copies of other agreements affected by or relevant to the resolution
5. Corporate Authorizations: Copies of corporate approvals and authorizations for entering into the agreement
6. Closing Deliverables: List of all documents and items to be exchanged at closing
7. Form of Release: Template of any specific release documents to be executed
8. Affected Contracts: List of contracts being terminated, amended, or continued under the resolution
Authors
Affiliate
Applicable Law
Business Day
Claims
Closing
Closing Date
Confidential Information
Disputes
Effective Date
Encumbrance
Excluded Claims
Governing Law
Group
Implementation Period
Indemnified Parties
Losses
Material Adverse Effect
Parties
Payment
Proceedings
Related Parties
Released Claims
Released Parties
Resolution Sum
Settlement
Settlement Date
Signing Date
Subsidiary
Tax
Third Party Rights
Working Hours
Dispute Period
Relevant Period
Completion
Consideration
Defaulting Party
Force Majeure Event
Intellectual Property Rights
Liability
Notice
Outstanding Disputes
Performance Obligations
Regulatory Authority
Representatives
Security Interest
Termination Event
Transaction Documents
Warranties
Interpretation
Settlement Terms
Payment Obligations
Release and Waiver
Confidentiality
Non-Disclosure
Implementation
Conditions Precedent
Conditions Subsequent
Representations and Warranties
Covenants
Indemnification
Tax
Costs and Expenses
Further Assurance
Assignment
Severability
Entire Agreement
Amendment and Waiver
Notices
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Third Party Rights
Execution
Counterparts
Language
Time of Essence
Non-Competition
Non-Solicitation
Regulatory Compliance
Data Protection
Announcements
Termination
Survival
No Admission of Liability
Authority and Capacity
Succession
Good Faith
Financial Services
Manufacturing
Technology
Energy and Resources
Construction
Healthcare
Telecommunications
Real Estate
International Trade
Professional Services
Infrastructure
Consumer Goods
Maritime and Shipping
Legal
Finance
Compliance
Risk Management
Corporate Affairs
International Operations
Treasury
Board Secretariat
Corporate Development
Regulatory Affairs
Dispute Resolution
Chief Legal Officer
General Counsel
Head of Legal
Corporate Secretary
Chief Executive Officer
Chief Financial Officer
Risk Manager
Compliance Officer
Legal Director
Commercial Director
Head of International Operations
Dispute Resolution Counsel
Settlement Officer
Chief Risk Officer
Head of Corporate Affairs
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