Not a lawyer but have written a few contracts. Here is a boiler plate provision that I almost always include. It has never been challenged by a lawyer so it seems solid.
Note: I saw now assurances from Laz that what they had agreed upon was comprehensive, that it could never be modified, or what would be considered a breach. It seemed to me that the terms were very much tentative, as in, lets give it a try and see what happens.
18) Miscellaneous Provisions.
a) Complete Agreement.
i) This Agreement, together with any attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes in all respects all prior proposals, negotiations, conversations, discussions and agreements between the parties. Each Attachment revised and attached to the terms of this Agreement shall supersede the existing versions of such Attachment and become a part of this Agreement. Notwithstanding the foregoing, Contractor acknowledges and agrees that the terms and conditions of Section 3 hereof govern its performance of Services hereunder as set forth therein.
b) Modification.
i) No modification, waiver or amendment of any term or condition of this Agreement shall be effective unless and until it shall be reduced to writing and signed by both of the parties hereto or their legal representatives.
c) Assignment.
i) This Agreement may not be assigned in whole or in part, by either party without prior written consent of the other if so provided in the Contract.
d) Severability.
i) If any term or provision of this Agreement should be declared invalid by a court of competent jurisdiction, the remaining terms and provisions of this Agreement shall be unimpaired.
e) Waiver.
i) Failure by either party at any time to require performance by the other party or to claim a breach of any term of this Agreement will not be construed as a waiver of any right under this Agreement, will not affect any subsequent breach, will not affect the effectiveness of this Agreement or any part thereof, and will not prejudice either party as regards any subsequent action.
f) Survival of Provisions.
i) The terms and provisions of this Agreement that by their sense and context are intended to survive the performance or termination of this Agreement shall so survive, including without limitation the making of any and all payments due hereunder. |
