Expert Answer:Contract Analysis: Sale of Goods Agreement

  

Solved by verified expert:THIS ASSIGNEMENT NEEDS TO BE DONE TWO separate TIMES TWO STUDENTS ARE TURNING THIS IN SO MAKE SURE THERE ARE TWO ASSIGNMENTS THEY MUST NOT BE THE SAME OR PLAGERIZED FROM ONE ANOTHER OR EVEN AT ALL THIS ASSIGNEMENT NEEDS TO BE DONE TWO separate TIMESTWO STUDENTS ARE TURNING THIS IN SO MAKE SURE THERE ARE TWO ASSIGNMENTS THEY MUST NOT BE THE SAME OR PLAGERIZED FROM ONE ANOTHER OR EVEN AT ALL ContractAnalysis(45 points)Each student is to produce a 4 paragraph paper analyzing a contract. In advance of the paper send, for review by the instructor, a copy of a contract used in everyday life, e.g., insurance, credit card, rental agreement, gym membership, etc. Send this by email. Be creative. It can be a blank contract. Several websites offer free form contracts. There are also contracts in Canvas under Contracts Module. The copy of the contract must be turned in with the paper unless you are using one that is in Canvas. In that case, merely reference the title of the contract in your report. A URL is not a substitute. It will count as if no contract was attached. Please make sure any confidential data has been deleted or blacked out. A four paragraph typed analysis of the contract must be submitted which discusses any three legal concepts in the contract that were covered in the text. The student is to submit an analysis of legal concepts and not a filled-in contract.The first paragraph is to be a summary of the entire contract. Please note that I said a summary – which means an overview of the contract and not a detailed description. Your summary paragraph should not be much longer than each of the 3 other paragraphs. I’m looking for an overview of the contract and not what each section is about.The other three paragraphs are to be used to discuss and analyze three different clauses in the contract (one per paragraph) and how they relate to the textbook and other course material. Be sure and indicate which paragraph in the contract you are discussing, e.g., #1 of the contract talks about x, y, and z.I am looking for an analysis of how each clause relates to the class material. Little or no analysis will result in point deductions. Summarizing the clause is not an analysis. Show me that you understand how this clause functions in the “real world”. I want to see that you understand the legal consequences of each clause you are discussing and not just paraphrasing the contract wording. Hypothetical examples are an easy way of showing this. You must also refer by page or chapter to the part(s) of the text you are using. It is not sufficient to say “according to the text” or something similar. Additionally, do not reference other textbooks. I don’t have access to them so I can’t verify the reference. If you don’t have a text, there is one on reserve in the library. I don’t mind if you use the 7th edition but say so as I waste time looking through all texts to see which one a student used. That will bring about a point(s) deduction.There is an example of an analysis clause written by a student in the Contracts Module.What Not To Put in Your Contract Report Discussing the formation of a contract is not acceptable. In other words, Express/Implied Contracts, Offer; Acceptance; Consideration; Bilateral; etc., are not clauses in most contracts. Do Not Talk About Offer, Acceptance and Consideration.Don’t talk about an express contract. If you are unsure, then ask me via email. Most contracts don’t say, “This is an express contract”. If your contract is in writing IT’S AN EXPRESS CONTRACT! It is probably a bilateral contract as well. You will receive no extra points if you state this. If you use any of these concepts as the legal concept in your analysis and, the legal concept isn’t the subject of that clause, you will receive no points for that clause. Each clause is worth 12 points so that’s a huge loss of points. PLEASE PAY ATTENTION TO THIS. DO NOT TALK ABOUT CONTRACT FORMATION OR THE TYPE OF CONTRACT. IF YOU ARE WRONG, THERE WILL BE A POINT DEDUCTION AND THERE IS NOTHING TO BE GAINED BY INCLUDING IT.If you are using a rental or lease agreement for real property, at least one clause must be from outside of the chapter titled “Landlord and Tenant. If all three of your clauses rely on that chapter, there will be an automatic 11 point deduction. Please email me if you are unsure of your clauses. Many students using rental agreements use the “Rent” and “Term of the Lease” clauses for their analysis. These are fine but generally there isn’t much to analyze so the result is a shallow analysis and minimal points.Please remember, agreements for real property or services do not follow the UCC. So, if using an agreement for real property or services, do not discuss any of those UCC chapters .Students in online classes often miss the easiest clause to talk about – ADR or Arbitration as it doesn’t have extensive coverage in the text. However, it is critical in the business world. Additionally, most contracts have “boiler plate” clauses towards the end. These clauses are the easiest to use as the text generally has good information on them as well as examples. If you are using an example from the text, be sure to reference that. It is strongly advised to have your contract chosen before mid-term and reviewed by me, the instructor, shortly after that. I will also be happy to review and make any comments on your rough draft if submitted to me a minimum of 48 hours before the due date. If I review your rough draft and suggest changes, subsequent requests for review are welcomed but must include the previously suggested changes.Spelling and grammar are part of the grading and deductions will be taken if there are errors in these areas. The Writing Center on campus is free to all Cuyamaca students but you will need an appointment. There are also online tutors. I take into account the difficulty of the subject matter you have attempted. It is easy to talk about “termination” of a contract. It is more complex to talk about “subrogation” or “risk of loss”. Be sure that you are not talking about the UCC when dealing with a contract for real property, services, e-contracts, etc.Here is how the grading rubric breaks down: Summary paragraph , 5 points; Clause 1, 2 and 3, 12 points each with a further breakdown for each clause of 3 points for correctly identifying a concept, 3 points for defining it, 1 point for referencing it to the text, and 5 points for the analysis; Contract attached if not from Canvas , 1 point; and, 8 points for spelling and grammar.You can see that a long summary paragraph will not make up for an inadequate analysis. This assignment may not be turned in after its due date nor may it be re-.done. You have most of the class to work on this assignment. If turned in late with prior permission from the instructor(s), the assignment will have a 20% penalty point deduction per 24 hour period it is late
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INDEPENDENT CONTRACTOR AGREEMENT
This Agreement is entered into as of the [
] day of [
], 200[ ], between [company
name] (“the Company”) and [service provider’s name] (“the Contractor”).
1. Independent Contractor. Subject to the terms and conditions of this Agreement, the
Company hereby engages the Contractor as an independent contractor to perform the
services set forth herein, and the Contractor hereby accepts such engagement.
2. Duties, Term, and Compensation. The Contractor’s duties, term of engagement,
compensation and provisions for payment thereof shall be as set forth in the estimate
previously provided to the Company by the Contractor and which is attached as Exhibit A,
which may be amended in writing from time to time, or supplemented with subsequent
estimates for services to be rendered by the Contractor and agreed to by the Company, and
which collectively are hereby incorporated by reference.
3. Expenses. During the term of this Agreement, the Contractor shall bill and the Company
shall reimburse [him or her] for all reasonable and approved out-of-pocket expenses which
are incurred in connection with the performance of the duties hereunder. Notwithstanding
the foregoing, expenses for the time spend by Consultant in traveling to and from Company
facilities shall not be reimbursable.
4. Written Reports. The Company may request that project plans, progress reports and a final
results report be provided by Consultant on a monthly basis. A final results report shall be
due at the conclusion of the project and shall be submitted to the Company in a confidential
written report at such time. The results report shall be in such form and setting forth such
information and data as is reasonably requested by the Company.
5. Inventions. Any and all inventions, discoveries, developments and innovations conceived by
the Contractor during this engagement relative to the duties under this Agreement shall be
the exclusive property of the Company; and the Contractor hereby assigns all right, title, and
interest in the same to the Company. Any and all inventions, discoveries, developments
and innovations conceived by the Contractor prior to the term of this Agreement and utilized
by [him or her] in rendering duties to the Company are hereby licensed to the Company for
use in its operations and for an infinite duration. This license is non-exclusive, and may be
assigned without the Contractor’s prior written approval by the Company to a wholly-owned
subsidiary of the Company.
6. Confidentiality. The Contractor acknowledges that during the engagement [he or she] will
have access to and become acquainted with various trade secrets, inventions, innovations,
processes, information, records and specifications owned or licensed by the Company
and/or used by the Company in connection with the operation of its business including,
without limitation, the Company’s business and product processes, methods, customer lists,
accounts and procedures. The Contractor agrees that [he or she] will not disclose any of
the aforesaid, directly or indirectly, or use any of them in any manner, either during the term
of this Agreement or at any time thereafter, except as required in the course of this
engagement with the Company. All files, records, documents, blueprints, specifications,
information, letters, notes, media lists, original artwork/creative, notebooks, and similar items
relating to the business of the Company, whether prepared by the Contractor or otherwise
coming into [his or her] possession, shall remain the exclusive property of the Company.
The Contractor shall not retain any copies of the foregoing without the Company’s prior
written permission. Upon the expiration or earlier termination of this Agreement, or
whenever requested by the Company, the Contractor shall immediately deliver to the
Company all such files, records, documents, specifications, information, and other items in
[his or her] possession or under [his or her] control. The Contractor further agrees that [he
or she] will not disclose [his or her] retention as an independent contractor or the terms of
this Agreement to any person without the prior written consent of the Company and shall at
all times preserve the confidential nature of [his or her] relationship to the Company and of
the services hereunder.
7. Conflicts of Interest; Non-hire Provision. The Contractor represents that [he or she] is free to
enter into this Agreement, and that this engagement does not violate the terms of any
agreement between the Contractor and any third party. Further, the Contractor, in rendering
[his or her] duties shall not utilize any invention, discovery, development, improvement,
innovation, or trade secret in which [he or she] does not have a proprietary interest. During
the term of this agreement, the Contractor shall devote as much of [his or her] productive
time, energy and abilities to the performance of [his or her] duties hereunder as is necessary
to perform the required duties in a timely and productive manner. The Contractor is
expressly free to perform services for other parties while performing services for the
Company. For a period of six months following any termination, the Contractor shall not,
directly or indirectly hire, solicit, or encourage to leave the Company’s employment, any
employee, consultant, or contractor of the Company or hire any such employee, consultant,
or contractor who has left the Company’s employment or contractual engagement within one
year of such employment or engagement.
8. Right to Injunction. The parties hereto acknowledge that the services to be rendered by the
Contractor under this Agreement and the rights and privileges granted to the Company
under the Agreement are of a special, unique, unusual, and extraordinary character which
gives them a peculiar value, the loss of which cannot be reasonably or adequately
compensated by damages in any action at law, and the breach by the Contractor of any of
the provisions of this Agreement will cause the Company irreparable injury and damage.
The Contractor expressly agrees that the Company shall be entitled to injunctive and other
equitable relief in the event of, or to prevent, a breach of any provision of this Agreement by
the Contractor. Resort to such equitable relief, however, shall not be construed to be a
waiver of any other rights or remedies that the Company may have for damages or
otherwise. The various rights and remedies of the Company under this Agreement or
otherwise shall be construed to be cumulative, and no one of the them shall be exclusive of
any other or of any right or remedy allowed by law.
9. Merger. This Agreement shall not be terminated by the merger or consolidation of the
Company into or with any other entity.
10. Termination. The Company may terminate this Agreement at any time by 10 working days’
written notice to the Contractor. In addition, if the Contractor is convicted of any crime or
offense, fails or refuses to comply with the written policies or reasonable directive of the
Company, is guilty of serious misconduct in connection with performance hereunder, or
materially breaches provisions of this Agreement, the Company at any time may terminate
the engagement of the Contractor immediately and without prior written notice to the
Contractor.
11. Independent Contractor. This Agreement shall not render the Contractor an employee,
partner, agent of, or joint venturer with the Company for any purpose. The Contractor is and
will remain an independent contractor in [his or her] relationship to the Company. The
Company shall not be responsible for withholding taxes with respect to the Contractor’s
compensation hereunder. The Contractor shall have no claim against the Company
hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security,
worker’s compensation, health or disability benefits, unemployment insurance benefits, or
employee benefits of any kind.
12. Insurance. The Contractor will carry liability insurance (including malpractice insurance, if
warranted) relative to any service that [he or she] performs for the Company.
13. Successors and Assigns. All of the provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, if any, successors, and
assigns.
14. Choice of Law. The laws of the state of California shall govern the validity of this
Agreement, the construction of its terms and the interpretation of the rights and duties of the
parties hereto.
15. Arbitration. Any controversies arising out of the terms of this Agreement or its interpretation
shall be settled in California in accordance with the rules of the American Arbitration
Association, and the judgment upon award may be entered in any court having jurisdiction
thereof.
16. Headings. Section headings are not to be considered a part of this Agreement and are not
intended to be a full and accurate description of the contents hereof.
17. Waiver. Waiver by one party hereto of breach of any provision of this Agreement by the
other shall not operate or be construed as a continuing waiver.
18. Assignment. The Contractor shall not assign any of [his or her] rights under this Agreement,
or delegate the performance of any of [his or her] duties hereunder, without the prior written
consent of the Company.
19. Notices. Any and all notices, demands, or other communications required or desired to be
given hereunder by any party shall be in writing and shall be validly given or made to
another party if personally served, or if deposited in the United States mail, certified or
registered, postage prepaid, return receipt requested. If such notice or demand is served
personally, notice shall be deemed constructively made at the time of such personal service.
If such notice, demand or other communication is given by mail, such notice shall be
conclusively deemed given five days after deposit thereof in the United States mail
addressed to the party to whom such notice, demand or other communication is to be given
as follows:
If to the Contractor:
If to the Company:
[name]
[street address]
[city, state, zip]
[name]
[street address]
[city, state, zip]
Any party hereto may change its address for purposes of this paragraph by written
notice given in the manner provided above.
20. Modification or Amendment. No amendment, change or modification of this Agreement
shall be valid unless in writing signed by the parties hereto.
21. Entire Understanding. This document and any exhibit attached constitute the entire
understanding and agreement of the parties, and any and all prior agreements,
understandings, and representations are hereby terminated and canceled in their entirety
and are of no further force and effect.
22. Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is
held to be invalid and unenforceable, then the remainder of this Agreement shall
nevertheless remain in full force and effect.
IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and
year first written above. The parties hereto agree that facsimile signatures shall be as effective
as if originals.
[company name]
[contractor’s name]
By:_______________________
Its: [title or position]
By:____________________
Its: [title or position]
SCHEDULE A
DUTIES, TERM, AND COMPENSATION
DUTIES:
TERM:
The Contractor will [describe here the work or service to be performed].
[He or she] will report directly to [name] and to any other party designated
by [name] in connection with the performance of the duties under this
Agreement and shall fulfill any other duties reasonably requested by the
Company and agreed to by the Contractor.
This engagement shall commence upon execution of this Agreement and
shall continue in full force and effect through [date] or earlier upon
completion of the Contractor’s duties under this Agreement. The
Agreement may only be extended thereafter by mutual agreement,
unless
terminated earlier by operation of and in accordance with this
Agreement.
COMPENSATION: (Choose A or B)
A. As full compensation for the services rendered pursuant to this Agreement,
the Company shall pay the Contractor at the hourly rate of [dollar amount] per
hour, with total payment not to exceed [dollar amount] without prior written
approval by an authorized representative of the Company. Such compensation
shall be payable within 30 days of receipt of Contractor’s monthly invoice for
services rendered supported by reasonable documentation.
B. As full compensation for the services rendered pursuant to this Agreement,
the Company shall pay the Contractor the sum of [dollar amount], to be paid
[time and conditions of payment.]
Sale of Goods Agreement
Agreement made _____________ (date), between _________________________, of
_________________________________ (address), _____________________ (city), ______________ (county),
________________ (state), in this agreement referred to as seller, and ___________________, of
____________________________ (address), __________________ (city), __________________ (county),
_____________ (state), in this agreement referred to as buyer.
SECTION ONE: SALE OF GOODS (SELLER)
Seller shall sell, transfer and deliver to buyer on or before ____________________ (date), the following personal
property: ____________________________________________________________
____________________________________________________________
____________________________________________________________ (description of goods).
SECTION TWO: SALE OF GOODS (BUYER)
Buyer shall accept the goods and pay ________________________________________ Dollars ($ ________ ) for
the goods.
SECTION THREE: IDENTIFICATION OF GOODS
Identification of the goods to this agreement shall not be deemed to have been made until both buyer and seller
have specified that the goods in question are to be appropriated to the performance of this agreement.
SECTION FOUR: PAYMENT ON RECEIPT
Buyer shall make payment for the goods at the time when, and at the place where, the goods are received by
buyer.
SECTION FIVE: RECEIPT CONSTRUED AS DELIVERY
Goods shall be deemed received by buyer when delivered to buyer at
________________________________________ (address), __________ (city), __________ (county),
__________ (state).
SECTION SIX: RISK OF LOSS
The risk of loss from any casualty to the goods, regardless of the cause, shall be the responsibility of the seller
until the goods have been accepted by the buyer.
SECTION SEVEN: WARRANTY OF NO ENCUMBRANCES
Seller warrants that the goods are now free, and that at the time of delivery shall be free from any security interest
or other lien or encumbrance.
SECTION EIGHT: WARRANTY OF TITLE
Furthermore, seller warrants that at the time of signing this agreement, seller neither knows nor has reason to
know of the existence of any outstanding title or claim of title hostile to the rights of seller in the goods.
SECTION NINE: RIGHT OF INSPECTION
Buyer shall have the right to inspect the goods on arrival and, within _______ business days after delivery, buyer
must give notice to seller of any claim for damages on account of condition, quality or grade of the goods, and
buyer must specify the basis of the claim of buyer in detail. The failure of buyer to comply with these conditions
shall constitute irrevocable acceptance of the goods by buyer.
In witness whereof, the parties have executed this agreement at ________________________________________
(designate place of execution) the day and year first above written.
_________________________
Signature
_________________________
Signature
Nevada Athletic Commission
MANAGEMENT AGREEMENT
THIS AGREEMENT, Made this
day of
, 20 by and between, MANAGERS
NAME, of CITY, STATE, (whether one or more, hereinafter referred to as the “Manager”), and
BOXERS/UNARMED COMBATANTS NAME, of CITY, STATE, professional unarmed combatant
(“Contestant”).
WITNESSETH:
In consideration of the mutual covenants and agreements hereinafter contained, the parties hereto
agree to and with each other as follows:
1. Definitions. In this agreement, the words and terms used herein, unless the context otherwise requires,
shall have the meanings ascribed to them in Nevada Revised Statutes (“NRS”) and Nevada Administrative
Code (“NAC”) Chapter 467.
2. Engagement. It is agreed and understood that Manager is engaging the sole professional services of
Contestant, to take part in all contests of unarmed combat, and also to give exhibitions of unarmed combat
and training exercises.
3. Duties of Contestant. Contestant will use his or her best skill and ability, at such times and places as
may be required by Manager. Contestant agrees to place himself or herself under the management of
Manager, and, also agrees to take part in such contest of unarmed combat and also give exhibitions of
unarmed combat, training and training exercises, whenever and wherever required by Manager, in such
places of public entertainment and/or amusement, and in such cities, towns and other places, without
limitation, where Manager may from time to time request or direct. Contestant binds himself or herself and
agrees to faithfully fulfill, and live up to any agreement entered into on his or her behalf by the Manager,
during the term of this agreement. Contestant agrees that he or she shall not, during the continuance of this
agreement, take part in any contests or exhibitions of unarmed combat, or act or perform or otherwise
exercise Contestant’s talent in any manner, or place, how or whatsoever, without having first obtained the
written permission of Manager. Contestant shall attend all rehearsals and attend to all training and
exercising as Manager shall require, and shall proceed and travel, by any means of conveyance as and when
required by Manager for the purposes of this agreement.
4. Duties of Manager. Manager binds themselves and agree to use their best efforts to secure
remunerative contests and exhibitions of unarmed combat for Contestant.
5. Term. In consideration of this agreement, the parties hereto mutually bind themselves for a period of
MAXIMUM OF 4
YEARS, with no extension option, for which period this agreement shall remain in full
force and effect.
6. Distribution of Earnings. It is agreed by the parties that the earnings from all contests, exhibitions
and performances of unarmed combat herein mentioned in this agreement shall be divided as follows:
MAXIMUM OF THIRTY THREE AND ONE THIRD PERCENT (33 1/3 %) to Manager,
MANAGERS NAME, MINIMUM OF SIXTY SIX AND TWO THIRDS PERCENT (66 2/3%) to
BOXERS/UNARMED COMBATANTS NAME, Contestant..
7. Suspension of Manager. In the event that Manager shall be suspended by the Nevada Athletic
Commission (the “Commission”), and such suspension shall be permanent, this agreement, insofar as it
relates to contests and exhibitions of unarmed combat in the State of Nevada, at the option of Contestant,
shall forthwith terminate. In the event that such suspension is not permanent, then during the period of such
suspension Contestant may contract individually for his or her services and during such period of suspension
Manager shall not be entitled to any percentage of the earnings of any contests or exhibitions of unarmed
combat engaged in by said Contestant.
8. Arbitration. Pursuant to NAC 467.102, controversies arising between the parties hereto shall be
referred and submitted to arbitration in the following manner: Within thirty (30) days after the origin of
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such dispute or controversy, either or both of the parties hereto may notify the Executive Director of the
Commission of the existence of such dispute and of his, her, or their desire and willingness to refer such
dispute to arbitration, whereupon, in a duly authorized meeting of the Commission, the Chairman of the
Commission shall appoint a representative of the Commission (t …
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