LEGAL ENGLISH manual (2019-2020)

1. Formal words and expressions found in contracts

1. The following formal words and expressions are commonly found in contracts. In the LE 3.10
excerpts below, which are taken from contracts, substitute the underlined words or

expressions for suitable ones from the list.

accrue discharge forthwith provided
arising disclose fulfill pursuant to
be borne (to bear) dispose of furnish supersedes
be deemed to terminate endeavour make timely delivery undertakes
construed expiration prior to set out /forth

1. This agreement shall be interpreted =____________________ and enforced in accordance with the
laws of the United States of America and the State of Texas.

2. Interest shall accumulate =____________________and be computed on the basis of 360-day years
consisting of twelve 30-day months.

3. In the event of the death of the Supplier the rights and obligations under the Agreement shall be
terminated immediately =____________________.

4. As long as = ____________________Licensee is not in default and has complied fully with all its
obligations hereunder, it shall have the right to sell=_____________ any Licensed Article for a period
of 60 days upon termination of the contract.

5. Borrower desires to prepay the entire principal balance of the loan, in return for which Lender has
agreed to discount the amount required to pay one’s debts/perform one’s obligations
=____________________ and satisfy all amounts due and payable under the Loan Agreement.

6. With respect to any patent included in the Industrial Property Rights, the license granted hereunder
shall be considered ended =____________________ two weeks before =____________________ the
final date =____________________ of the patent.

7. Commission on the sales of each product shall be paid at the rates established/listed in
=____________________ in Schedule B.

8. Shipment may be suspended at the Manufacturer´s discretion in the event that Distributor fails to
promptly comply with =____________________ its obligations hereunder.

9. Supplier agrees to supply =____________________ EMC with sufficient samples, catalogues, prices
and technical data to suitably promote the Product in the Territory.

10. The Distributor hereby promises/agrees =____________________ that it will not at any time reveal
/ make public = ____________________ any information in relation to the Company´s method of
manufacture or design in relation to the Products during the term of this Agreement or for a period
of 2 years after termination.

11. Area services will not charge recipient under this agreement a service fee as established in
=____________________ the Master Research Management Agreement.

12. ABC shall do its best =____________________ to deliver the goods when they are supposed to
=____________________ but shall not be liable to the Distributor for any delays.

13. Any dispute concerning the existence, validity, interpretation, performance or non-performance,
whether happening=____________ before or after the termination of the agreement, will be settled
by arbitration.

14. The cost of any artwork shall be paid =____________________ by Licensee.

15. This agreement replaces, substitutes = ______________________ all prior written and oral
agreements, contracts, promises, understandings and commitments between the parties.

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2. Expressions with DUE and derivatives

Due and words formed from it are formal words frequently found in contracts or in the context of
contract law. Some of the meanings are the following:

 due+ noun = proper, reasonable, appropriate, sufficient

 to be / to fall due* = should be made

 overdue = not paid or done on time

 duly = in a proper way, as established

*This structure is often found in the reduced form
Payment due = all amounts that have to be paid

1. Payment falls _______________ on the 5th day of every calendar quarter. (= payment LE 3.11
must be made)

2. No variation or modification of this agreement shall be valid unless it is submitted in writing to the
other party and _______________ signed by authorized representatives of each party.

3. The amount borrowed and the interest ______________ on the principal must be paid by 15 June
2011.

4. Licensor and its ______________ authorized representatives shall have the right at all reasonable
hours of the day to examine the books of account.

5. Both parties are obliged to perform the services stipulated in the present Agreement and fulfill them
with __________________ care and diligence.

6. Late charges of 1% per month, or the highest amount permitted by law, shall accrue daily on the
amounts more than 15 days _____________.

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C. Interpreting clauses

Sentences in contracts are often very long and do not use the same order as would be used
in everyday language. It is important to be able to identify the main information; i.e. to
distinguish the main subject and verb from the many adverbials establishing conditions.

Clause A

Read the following two clauses. Find the answer to each question, underlining it and writing in the
corresponding number.
At the expiration of the term hereby created the Tenant¹ shall have the option to be
exercised in writing at least 30 days before the expiration of said term to renew this
agreement for a period not to exceed 2 years from the expiration of the term hereby
created.

1. When explaining the clause orally, you would begin with the subject.

What party is the clause referring to? (subject ) ________the tenant______

2. What does this party have the option to do? ____________________________

3. For how long? ____________________________

4. How must he/she exercise the option? _____________________________

5. When must he/she exercise the option if he/she chooses to do so? _________________________

6. Is the clause establishing an obligation or right? What modal verb is used to indicate that?
_____________________________

7. What expression could be used to establish a condition? ____________________________

Now complete the following explanation of the clause.
This clause establishes / stipulates / provides / that the tenant …

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Clause B
In long clauses it is sometimes difficult to find the subject, verb and the complement. Read the
following clause and practise doing so by completing the diagram on the following page.

Upon termination of this Agreement from any cause whatsoever or at any time prior
to such termination, at the request of the Company, the Distributor shall promptly
return to the Company or otherwise dispose of as the Company may instruct all
samples, patterns, instruction books, technical pamphlets, catalogues, advertising
material and other material documents and papers whatsoever in the Distributor's
possession relating to the Products and also deliver up to the Company a note of the
names and addresses of all customers to whom the Products have been supplied
during the term of this Agreement together with a note of the specific terms referable
to such supply in each individual case.

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WHO (Subject) VERB WHAT (Direct Obj)

shall 1. which
or and
2. which

AND 1.a note of
and
2. a note with

14

TO WHOM (Indirect obj) WHEN IN WHAT CASE

or

to whom…

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Types of clauses

1. After each definition indicate the type of clause it is defining. The first one is done for you. LE 3.12

Non-waiver a. clause stating that the written terms of an agreement may not be varied by

any prior oral or written agreement between the parties because all such

agreements have been consolidated into the contract. Entire Agreement

Confidentiality/ b. clause designed to protect against failures to perform contractual obligations

Disclosure caused by unavoidable events beyond the party’s control, such as natural

disasters or wars.___________________

Force Majeure c. clause establishing when and under what circumstances the contract may be
terminated. _________________

Entire d. clause concerning the treatment of information as private and not for
Agreement distribution except for specifically identified individuals or organisations and for
specific purposes. _________________

Severability e. clause which limits or excludes obligations of one of the parties.
________________

Termination f. clause establishing if and under what conditions the parties to the contract
can transfer their contractual rights and obligations to a third party.
________________________

Assignment g. clause providing that, in the event that one or more provisions of the
agreement are declared unenforceable, the remainder of the agreement
remains in force. __________________

Exclusion of h. clause which establishes how any disputes relating to the contract will be
Liability settled. _________________

Dispute i. clause which establishes that neither party will give up a right by not enforcing
resolution the right or by accepting at any given moment late or partial performance.
_________________

2. Read the clauses below and identify what kind of clause it is. LE 3.13

Clause One Force Majeure

Neither party shall be liable for any delay or default in performing if such delay or default is caused by
condition s beyond its control including, but not limited to acts of God, government restrictions, wars,
insurrections and / or any other condition beyond the reasonable control of the party whose
performance is affected.

Clause Two
If any provision of this Agreement is held invalid or illegal for any reason by any court of competent
jurisdiction, such provision shall be separable from the remainder of the provisions hereof which shall
continue in full force and effect as if the Agreement had been executed with the invalid provision
eliminated.

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Clause Three
The parties hereto agree, upon demand by any party, to submit to binding arbitration any disputes that
may arise under or concerning this Agreement, including but not limited to any dispute concerning the
enforceability or interpretation of any provision herein.

Clause Four
In the event that Licensee defaults in the performance of any covenant or agreement made hereunder
and such defaults are not remedied to the Licensor’s satisfaction within (10) days after notice of such
defaults, the Licensor may thereupon terminate this agreement by written notice and all rights
hereunder of the Licensee.

Clause Five
The Distributor shall not disclose any of the Company’s confidential information relating to the Products
or their marketing or use it for any purpose other than distribution of the Products in the Territory, except
as permitted by the Company.

Clause Six
This Agreement, including Schedules attached hereto, constitutes and contains the entire agreement of
the parties with respect of the subject matter hereof and supersedes any and all prior negotiations,
correspondence and agreements between the parties respecting the subject matter hereof.

Clause Seven
ABC shall not be liable to XYZ for any damages of any kind whatsoever, including but not limited to,
loss of business or claims by XYZ’s customers related to consequential damage as a result of XYZ’s
use of the technology. All such risk of loss, cost or damage shall be the sole liability of XYZ.

Clause Eight
A failure or delay by either party to exercise any right or remedy under this agreement shall not be
construed or operate as a waiver of that right or remedy nor shall any single or partial exercise of any
right or remedy preclude the further exercise of that right or remedy.

Clause Nine
Neither party may assign, directly or indirectly all or parts of its rights or obligations hereunder without
the prior written consent of the other party.

Exercise + right / waive + a right

When a party to a contract decides to use a right it exercises the right.
 Either party is entitled to terminate the contract provided that such right is exercised in writing 30 days
in advance,

If a party to a contract decides to give up a right, it waives that right. This is known as a waiver of
rights.

 No waiver of modification of the agreement shall be valid unless it is duly executed in writing by the
parties hereto.

Most contracts establish that the if a party does not enforce a right, this does not mean that it is
giving up the right.
 The failure of either party hereto to enforce any of its rights hereunder shall not be deemed a waiver or

modification of the right.

Do Worksheet 3.5



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Language Practice. Typical contractual clauses

1. Complete the following standard clauses with a suitable word from the box above.
Make sure you use the word which would be used in a formal written contract.

A. Notification of Default LE 3.14

due terminate writing remedy
breach within fail comply
perform written by fix

One word is used twice.

Should Licensee (1) ………………… to make any payment (2) ………………… hereunder or in
any material respect breach or fail to keep or (3) ………………… any covenant, condition, or
undertaking of this Agreement, Licensor shall have the right to (4) ………………… the
Agreement by (5) …………………notice to Licensee if Licensee has failed to (6)
………………… any such breach (7) ………………… 30 days of receipt of (8)
…………………notice from Licensor.

B. Non-Waiver LE 3.15

writing enforce thereof unless
parties waived except under
hereof written parts construed

None of the terms of this agreement can be (1) …………… or modified (2) …………… by an
express agreement in (3) ……………. signed by both (4) ……………. The failure of either
party to (5) …………… any of its rights (6) …………… this agreement shall not be
(7)………………. as a waiver or modification (8) ……………

C. Assignment LE 3.16

prior shall previous hereby
assignment hereunder assign transfer
void can such that

Neither party may (1) ……………, directly or indirectly, all or part of its rights or obligations (2)
………………… without the (3) ……………. written consent of the other party, which consent
(4) ……………. not be unreasonably withheld or delayed. Any purported (5) …………………in
the absence of (6) …………… written consent shall be null and (7)……………….

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A Franchise Agreement
1. Discuss the following:
 What is a franchise?

 What are some franchises operating in Madrid?

 Why might somebody wish to open a business with a franchise agreement?

 In what ways does the franchisor try to protect his name and know-how in the contract?

2. Make a list of the points you think are important to include in a franchise agreement.

3. Read the following two clauses from a restaurant franchise LE 3.17
agreement and complete the clause by choosing the word which
would be most suitable in a contractual clause.

Fees
In consideration of the franchise [conferred /granted / provided / transferred] to Franchisee [hereto
/ hereon /herein /herewith], Franchisee [may / must / shall / will] pay to the Franchisor the
following:

A. A franchise fee of fifty thousand Dollars ($50,000) [paid /paying / payable / owed] upon [discharge
/ execution / performance / celebration] of this Agreement by Franchisee,

B. A recurring, non-refundable [license / rent / royalty / usage] fee of five percent (5%) of Gross Sales
(as defined in 4.02) during the [length / term / time / period] of this Agreement, [paid /paying /
payable /owed] on or before the tenth (10th) day of each of Franchisor's thirteen (13), four (4) week
annual periods, [hereafter / hereinafter / thereafter / herein] a "Period", or as otherwise agreed to
[ by / with / in /on] writing by Franchisor. Franchisor [might / may / can / should] require Franchisee
to authorize Franchisor to make electronic debits from Franchisee's operating account as a means of
paying the fees.

Franchisee’s Duties on Termination

In the [case / event / provision /time] of the termination of this Agreement howsoever [arising
/appearing / happening /surging] in order to protect our intellectual property rights and reputation:

(a) Franchisee shall immediately [stop / cancel / cease / halt] operation of its Buster Burger
Restaurant;

(b) Franchisee shall forthwith deliver to the Franchisor the Manual, all copies [therefor / thereof /
thereupon / therein] and all stationery and signs bearing the Trademark then in Franchisee’s
[possession / property/ premises / power] whether or not supplied by Franchisor.

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An Agency Agreement

For homework , fill in the gaps in the following contract. In the following class you will
discuss the questions which appear after the contract.

LE 3.18

AGENCY AGREEMENT

An agreement ______________ into between Deportes Acuáticos SA (Spain), _____________ registered
office is situated at Paseo Marítimo 5, Barcelona 08003 (______________ called the “Principal”) and
Yasutaka Watanabe, Osaka, Japan (______________ called the “Agent”)

1. The Principal appoints the Agent to be its sole agent in Japan and Korea (______________ called
the “Territory”) for the sale of SAILBOATS AND ANCILLIARY EQUIPMENT (______________ known
______________ “Goods”).

2. The Agent shall serve the interests of the Principal to the best of its ability and endeavour to extend
the sale of Principal’s Goods in the Territory. The Agent shall ______________ the Principal with all
information necessary to promote business in the Territory.

3. _____________receipt by the Agent of any order for the Goods, the Agent shall immediately
_____________the Principal who will execute the order by supplying the Goods directly to the
customer.

4. The Principal shall from time to time furnish the Agent with a written statement of the prices at
____________the Goods are to be sold and the ____________of payment and delivery.

5. _____________ execution of any such order the Principal shall forward to the Agent a duplicate
copy of the invoice sent with the Goods to the customer.

6. The Agent is not ______________ to collect money from customers and ______________ only
do so with express authorisation.

7. The Principal shall supply the Agent with all necessary advertising material free of
______________, duties and carriage. Two demonstration units shall be sent as soon as they are
available but may not be sold and shall be returned by the Agent ______________ the expense of
the Principal.

8. The Agent may, at its discretion, handle goods of a similar class as would compete with the sale
of the Principal’s Goods.

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9. The commission shall be 8% (eight percent) of the invoice for all transactions _____________
out with customers _____________ the Territory.

10. A statement of commission shall be issued quarterly and forwarded to the Agent no
_____________ than the end of the following month, and payment falls due on the date said
statement is issued.

11. In the _____________of a customer defaulting on payment, any commission that has already
been paid must be refunded.

12. The Agent shall be _____________ to commission on the terms and conditions _____________
out in the preceding clauses on all export orders to the Territory which are received by the Principal
that are deemed resultant from the work done by the Agent with the customer.

13. This agreement shall come into ______________ on September 1st, 201…, and is for a period of
one year and thereafter shall be automatically renewed _____________ it is terminated by either
party giving one month’s ______________ written notice.

14. All disputes arising in connection with the present contract shall be _____________under the
Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed
in _____________ with said rules.

15. This agreement cannot be transferred by either party and has been made out in two identical
copies, one copy remaining with either party.

Place: Barcelona, Spain Date: August 17th 201....
(Signature of Principal) (Signature of Agent)

Do Worksheet 3.6
151

REVIEW. Nominalization in contracts

Rewrite the sentences below, transforming the sentences by adding a logical prepositional expression
followed by a nominal structure. Refer to p. 138/p. 177-178.
1. Licensor has to approve the promotional campaign before Licensee can launch it.

Licensee may not launch the campaign .............................................................................................................

2. The Executive will be reimbursed when he submits statements of all expenses incurred.
The Executive will be reimbursed .........................................................................................................................

3. If the agreement is terminated early, Agent shall…
..................................................................................................................................................................................................

4. Classes will be offered in the morning if instructors are available.
Classes will be offered in the morning.................................................................................................................

5. If the Buyer is dissatisfied with the goods, they can be returned.
..................................................................................................................................................................................................

6. When one of the partners dies, the general partnership will be dissolved.
The general partnership will be dissolved. .......................................................................................................

7. Lessor shall notify Lessee thirty days before the lease terminates.
Lessor shall notify Lessee thirty days ..................................................................................................................

8. When the contract is completely performed,….
..................................................................................................................................................................................................

9. Manufacturer shall notify Seller if prices are modified.
Manufacturer shall notify Seller..............................................................................................................................

10. Either party may terminate this agreement provided that it notifies the other party thirty days
before in writing.
Either party may terminate this agreement .....................................................................................................

11. Distributor shall dispose of any defective products.
Distributor is responsible for the ..........................................................................................................................

12. Lessee shall abandon the premises within 10 days if this agreement is revoked.
Lessee shall abandon the premises within 10 days .....................................................................................

13. The license shall be terminated two weeks before the patent expires.
The license shall be terminated two weeks ......................................................................................................

14. Manufacturer shall deliver all Products 6-8 weeks from when the order is received.
Manufacturer shall deliver all Products 6-8 weeks from .........................................................................
..................................................................................................................................................................................................

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INCOTERMS

When commercial traders enter into a contract for the purchase and sale of goods, they are free to
negotiate specific terms of their contract. These terms include the price, quantity, and characteristics of
the goods. Every international contract will also contain what is referred to as an Incoterm (international
commercial term). Incoterms are standard trade definitions commonly and published by the
International Chamber of Commerce. The Incoterm agreed upon by the parties to the transaction will
determine which party pays the cost of each segment of transport, who is responsible for loading &
unloading of goods, and who bears the risk of loss or damage at any given point during a given
international shipment.

The Incoterms Guide, published by the International Chamber of Commerce, lists the official trade
terms used to define the responsibilities of buyer and seller in international sales contracts in daily use
throughout the world. It is important for traders to incorporate the correct Incoterms into their
international contracts to avoid unnecessary legal problems. Courts may otherwise interpret trade terms
according to often widely divergent national laws, which can lead to expensive, lengthy legal disputes.

There are thirteen terms in all, but two of the most common are FOB and CIF.

Use ticks to indicate what would be included in the price (i.e. what aspects of the transaction would
be the responsibility of the seller.)

INCOTERM Finished Transport Loading + Transport Insurance Unloading + Loading and
includes: goods + to carrier other (freight or other charges transport to
packing carriage)  (e.g., customs
Ex works at charges at charges duties, storage) final
√ port/airport port of at port of arrival destination.

of departure
departure

FOB*

Free on board

CIF*

Cost, insurance,
freight

DDP

Delivery Duty
Paid

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Interpreting a distribution agreement

1. Read the preamble to the contract which follows and do the following
exercises together with a partner.

1. Contracts always begin the same way. What general pieces of
information are contained in the first paragraph?

2. This contract begins “This agreement is made the first day ……”. What phrasal verb could be used
instead of made?

3. What is the meaning of “which expression” (repeated twice in the first paragraph)?

(a) and this expression (b) such an expression (c) a similar expression

4. Look at the two sentences below the word “whereas”. What information do they contain?
a. the principal sentence establishing the agreement
b. an important condition of the contract
c. the reasons why both parties want to enter into the contract

Some contracts call this section RECITALS and then begin each of the sentences with whereas.

5. What does “whereas” mean in this context?

(a) however (b) considering that (c) it is agreed (d) supposing

6. Is “whereas” used the same way in general English? If not, how is it used?

7. “Whereby” means “according to which”. It therefore refers back to something which has been
said before. In your opinion, to what?

8. What is a “covenant”?

(a) deal (b) explanation (c) agreement (d) order

9. “set forth” means

(a) begun (b) agreed (c) demanded (d) stipulated in writing

See examples of SAMPLE CONTRACTS in Appendix 2 (p. 187 and following pages)
154

2. For homework student A should prepare clauses 1 to 9 by carefully reading each clause and taking
notes on the main points in the margin. Student B should do the same with clauses 10 to 22. You
should then be prepared to answer questions about the clauses you have prepared.

Distribution Agreement

This Agreement is made the 1st day of April 2013 BETWEEN Eireco plc,

having its registered office at 1 Park Avenue, Dublin (hereinafter called "the
Company" which expression shall where the context so admits or requires include its
successors and assigns) of the one part and Bama Gruppen, having its registered office
at Økern Torg 6, Oslo, Norway, (hereinafter called "the Distributor" which expression
shall where the context so admits or requires include its successors and assigns) of the
other part.

Whereas:-

1. The company is the owner of certain intellectual property in respect of the
Products specified in Schedule I hereto ("the Products" which expression shall include
all components, spares, drawings, designs, production details, updates and alterations
thereto).

2. The Distributor is desirous of purchasing the Products pursuant to the terms of
this Agreement for distribution and sale within the following territory/territories ("the
Territory"):

WHEREBY IT IS AGREED AS FOLLOWS IN CONSIDERATION OF THE MUTUAL
COVENANTS CONDITIONS AND PAYMENTS HEREINAFTER SET FORTH:

STUDENT A:

1. (a) The Distributor shall purchase the Products for sale within the Territory
pursuant to the terms and conditions hereinafter appearing.

(b) It is intended between the Company and the Distributor that if new products are
developed and manufactured by the Company during the continuance of this
Agreement that the Distributor shall purchase such new products for sale within
the Territory pursuant to the terms and conditions of this Agreement subject to
agreement on price, minimum sales and minimum orders in respect thereof.

2. The Distributor is responsible for ensuring that all the Products comply with local
legislation in the Territory as to safety and operation. The Company will use its
reasonable endeavours to assist the Distributor in relation to its said responsibility.

3. (a) The Company undertakes to supply the Products to the Distributor at the prices
currently as per the Price List set out in Schedule 2 hereof PROVIDED ALWAYS
that on giving to the Distributor not less than 3 months' written notice the
Company shall be entitled to make any price adjustments which it considers
necessary and prudent.

(b) The price which the Distributor shall charge its customers for the Products shall
be the price (converted into local currency) set out in Schedule 2 hereof which
price shall only be varied to take account of (i) currency fluctuations between the

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euro and local currency and (ii) freight charges incurred by the Distributor in
delivery to its customers.

(c) Any other variation of the prices to be charged by the Distributor to its customers
may only occur with the prior consent of the Company. The Company may, from
time to time, agree variations in respect of local promotions and market
conditions.

4. The Distributor shall pay the company for all Products by bank guaranteed Bills of
Exchange payable thirty days from date of delivery of the Products by the company CIF
Oslo. Title to the Products shall only pass to the Distributor when payment has been
received by the Company. The Distributor is responsible for all taxes (including value
added tax) applicable to the Products.

5. (a) The Company undertakes to use its best endeavours to make all Products
available with a delivery period not exceeding 8 weeks from date of receipt of order
to CIF Oslo Port. The Distributor is responsible for all costs of freight after
delivery by the Company CIF Oslo. The company and the Distributor will liaise
as to the most appropriate manner of arranging for delivery of the Products by
the Company CIF Oslo.

(b) Minimum orders for Product One shall be one unit thereof and minimum orders
for Product Two shall be such number as may be conveniently palletised, which
is currently 6 such units. Minimum Orders for any other of the Products shall be
agreed between the company and the Distributor from time to time.

6. The Distributor undertakes to purchase during the first period of 12 months
following signature hereof the number of units of the Products as set out in Schedule 3
hereof. The minimum Orders for the Products during each quarter shall be in
accordance with the details set out in Schedule 3 hereof. The Company and the
Distributor will endeavour to agree minimum sales and minimum orders for the
products for each succeeding period of 12 months and each succeeding quarter,
respectively.

7. This Agreement shall be for a period of two years from the date hereof and shall
thereafter be renewed for further successive periods of two years PROVIDED ALWAYS
that the Distributor shall have achieved a level of sales to the satisfaction of the
Company within such periods and also subject to the provisions for termination
hereinafter appearing.

8. The Distributor agrees with the Company as follows:

(a) To make every effort to maximise the sales of the Products in the Territory
including the production of suitable technical literature, data, exhibitions /
demonstrations and the provision of adequate sales and technical personnel all at
the expense of the Distributor.

(b) Prior to each successive period of 12 months of this Agreement, to furnish to the
Company in respect of the following period of 12 months (i) its projected sales for
the Products and (ii) a marketing plan for sales of the Products detailing matters
pertaining to the Products including, resources being used, demonstrations and
promotions proposed, provision of back up services and such other details as the
Company shall reasonably require so as to enable the Company to ascertain its
role in assisting the Distributor in fulfilling its obligations hereunder.

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9. The Distributor confirms that it will at its own cost and expense make available for
the benefit of its customers all necessary after-sales repair and maintenance
personnel, spare parts and facilities to ensure prompt and efficient servicing of the
Products provided however that the Company warrants that the Products shall be, for
a period of 12 months from the date of delivery thereof, to end customers free from
defects due to faulty components or bad workmanship and if such defects occur within
such period because of faulty components or bad workmanship the Company shall
deliver to the Distributor replacement components at the cost of the Company.

STUDENT B:

10. Any enquiries received by the Company for the Products for sale within the
Territory shall be referred by the Company to the Distributor. The Distributor shall
refer to the Company any enquiries received by the Distributor in respect of the
Products originating from outside the Territory. The Distributor shall make no
attempt whatsoever to supply any customer other than within the Territory whether
directly or indirectly and in addition shall use its best endeavours to ensure that any
customer of the Distributor shall take no steps whatsoever to export the Products
without due notice being given to the Company and the Distributor.

11. ________________________________: The Distributor hereby indemnifies and will
keep indemnified the Company against all actions, costs, claims and demands arising
from the sale or distribution of the Products by the Distributor wheresoever,
whensoever and howsoever arising excluding matters of a product liability nature.

12. The Company agrees with the Distributor as follows:

(a) To furnish to the Distributor reasonable product support documentation,
operation and maintenance manuals and technical information.

(b) To provide training for service and maintenance personnel of the Distributor. All
costs of travel, accommodation and expenses of employees of the Company in this
regard shall be paid by the Distributor but the Company shall be responsible for
the wages of its own employees so engaged.

(c) To provide at the cost of the Company reasonable marketing support including
making available existing marketing and promotional material, attending
exhibitions, shows and seminars and assisting in sales demonstrations and new
product launches.

(d) To control, insofar as the Company shall be able to do so, sales prices to customers
of other distributors throughout Europe it being the desired object that the basic
sale price of the Products throughout Europe shall be uniform.

13. ________________________________: Either party may terminate this agreement
immediately by written notice if the other:

(a) breaches any material term or condition of this agreement or any order and fails
to remedy the breach within 30 days' notice requiring it to be remedied.

(b) becomes insolvent, enters into an agreement with its creditors, has a receiver or
trustee in bankruptcy appointed, is unable to pay its debts or goes into liquidation.

14. _________________________________/_________________________________________.
The Distributor hereby undertakes that it will not at any time after the signature of
this Agreement disclose any information in relation to the Company's method of
manufacture or design or the Distributor's method of distribution in relation to the

157

Products and that it will not during this Agreement or for a period of 2 years after the
termination of this Agreement for any reason whatsoever be associated whether as
principal, partner, agent, contractor or employer in the manufacture, sale or
distribution in the Territory of any Products of a like or similar kind to or designed to
perform functions like or similar to the Products which the Distributor or any of its
selling agents have distributed under this Agreement without the prior consent in
writing of the Company or its successors in title first being obtained.

15. _______________________________________.

(a) Upon termination of this Agreement from any cause whatsoever or at any time
prior to such termination, at the request of the Company, the Distributor shall
promptly return to the Company or otherwise dispose of as the Company may
instruct all samples, patterns, instruction books, technical pamphlets,
catalogues, advertising material and other material documents and papers
whatsoever in the Distributor's possession relating to the Products and also
deliver up to the Company a note of the names and addresses of all customers to
whom the Products have been supplied during the currency of this Agreement
together with a note of the specific terms referable to such supply in each
individual case.

(b) In addition, upon termination of this Agreement for whatever reason, the
Distributor shall forthwith re-deliver to the Company or otherwise dispose of to
the Company's nominees as the Company directs the Products which the
Distributor may have in its possession or under its control at the same price that
the Distributor shall have paid to the Company therefor less any costs incurred
by the Company in rendering the said Products into the same condition of such
Products when they were delivered by the Company to the Distributor.

16. _______________________________________. To ensure a correct interpretation and
performance of the present agreement four copies thereof will be prepared two in
English and two in Norwegian and will be executed by each of the parties, each party
keeping one copy of each version and each version having the same value and
effectiveness. In the case of any conflict with regard to the interpretation thereof, the
version in the English language shall prevail.

17. _______________________________________. Neither party shall be liable to the
other for any failure to perform or delay in performance of its obligations hereunder,
other than an obligation to pay monies, caused by any circumstances beyond its
reasonable control, including but not limited to defaults of suppliers or subcontractors
for any reason whatsoever, and all types of industrial disputes, lockouts and strikes.

18. _______________________________________. Neither party may assign its rights or
obligations hereunder without the prior written consent of the other party, which
consent may be withheld arbitrarily, nor may this agreement be assigned by operation
of law. Any purported assignment in the absence of such written consent shall be null
and void.

19. _______________________________________. Any notice required or permitted to be
served hereunder shall be in writing and may be served in any of the following ways:-

1. By prepaid registered post or delivery addressed or delivered to the
addressee party at its address set out herein or such other address as the
addressee party shall advise from time to time.

158

2. By facsimile

(a) in the case of the Company to Fax No.__________

marked for the attention of

Mr. _________________________

(b) in the case of the Distributor to Fax No._________

marked for the attention of

Mr. ________________________

or in either (a) or (b) above to such other number marked for the attention of
such other person as the addressee shall advise from time to time.

Notice shall be deemed served:

(i) if delivered, upon delivery;

(ii) if posted as aforesaid, 72 hours after posting; or

(iii) if sent by facsimile as aforesaid, upon correct transmission thereof to the addressee.

20. _______________________________________. This agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective successors and
permitted assigns.

21. _______________________________________. Any dispute arising or which may arise
at any time hereafter between the Company and the Distributor touching on the true
construction of this Agreement shall be submitted to arbitration by reference to the
President for the time being of the International Chamber of Commerce, Geneva, who
shall appoint an Arbitrator to deal with such dispute or difference and the decision of
such Arbitrator shall be final and binding on the parties hereto.

22. _______________________________________. This agreement and all orders shall be
governed by the laws of Ireland and the parties hereby agree to submit to the
jurisdiction of the Courts of Ireland.

23. _______________________________________. This agreement is the entire agreement

between the parties and supersedes all prior written and oral agreements, contracts,
understandings and commitments between the parties.

SIGNED for and on behalf of: SIGNED for and on behalf of:
________________________ _______________________

Witnessed by: Witnessed by:
________________________ _______________________

Do Communication Activity 3.1 A/B. STUDENT B begins.

159

Vocabulary Search
Find the synonym for the following words in the distribution agreement. (The numbers refer to the
number of the clause.)
as established (1a)
buy (1a)
efforts or attempts (2)
permission / authorization (3c)
transport (5a)
work together /collaborate /discuss (5a)
three months (6)
to provide (8b)
quick (9) / quickly (15a)
except (two words – 10)
immediately (15b)
signed (16)
failure to supply goods (one word – 17)
kept back, not given (one word – 18)
mentioned before (one word – 19)
replaces, takes the place of (one word- 23)

Identifying Clauses

3. Look back at the contract and find the following clauses and complete them with the
corresponding heading from her box below :

Dispute Exclusion of liability with Service of Notice Entire Agreement
resolution third parties Termination Governing law
Language Non-competition
Assignment Force Majeure

Disclosure Succession

160

Unit 3 -  A-B COMMUNICATION ACTIVITIES
Student A

Communication Activity 3.1A
Note: Student B should ask the questions first.
Questions about CLAUSES 10-22
After answering Student B’s questions about Clauses 1-9, Student A should ask these questions to
Student B. If your partner does not understand your question, rephrase it using simpler language.

1. What should the Distributor do if it receives requests for our Products from outside its territory?

2. Can the Distributor supply Products to customers outside the territory?

3. Which party is responsible for any costs arising from any legal problems concerning the
distribution of the products and for any costs related to defective products?

4. Which party will pay for training the Distributor’s service and maintenance personnel?

5. What can the Company do if the Distributor breaches the contract and does not remedy (= fix) the
breach after the Company asks them to remedy it?

6. Does this contract bind the Distributor even after the termination of the agreement? If so, in what
way?

7. Can you tell me what the Distributor has to do with the Products it still has when the contract
terminates?

8. Can the contracting parties transfer their rights or obligations to a third party?

9. How will disputes be settled?

10. Is the agreement subject to any prior agreement between the parties?

161

Unit 3 -  A-B COMMUNICATION ACTIVITIES
Student B

Communication Activity 3.1B
Questions about CLAUSES 1-9
Student B should begin asking these questions to Student A. If your partner does not understand your
question, rephrase it using simpler language.

1. Is a new contract needed in the event that the Company launches a new product?

2. Which party is responsible for making sure the Products comply with Norwegian law?

3. Where are the prices that the Distributor must pay for the Products established? Is Company
entitled to alter those prices?

4. Where are the prices that the Distributor can charge its customers established? What
modifications can the Distributor make to these prices?

5. What part of the transport does the Company have to pay? And what about the Distributor’s
responsibilities regarding transport?

6. Can you tell me if the Distributor has to purchase a minimum quantity of Products One and Two?

7. How long is the contract valid?

8. Under what conditions will the contract be renewed or terminated?

9. Does the distributor have any other obligations other than to pay for the products?

10. Could you explain whether the responsibility for post-sales maintenance falls entirely on one
party?

162

FINAL ORAL ASSIGNMENT
Each student will be assigned an authentic contract. These contracts have been uploaded on the
web in the Resource Portal. Download your contract, read and analyse it and be prepared, as an
in-house lawyer, to explain it in a meeting with other lawyers or company officers in such a way
that your listeners can easily understand you.

Use Worksheet 3.7to help you prepare your contract.
You will be expected to:
 Bring a BRIEF one-page outline to help you remember the points you want to explain,

but not a written script.

(If you do come to the meeting with a script, it will be taken
away from you. Sorry.)

 Make sure you read the explanation of the situation of your meeting that accompanies
each contract and that you address that situation.

 Begin the meeting by introducing yourself and explaining the purpose of the meeting.
Make it very clear to the listeners what role you are playing and who they are supposed
to be.

 Summarize the essence of the contract in 6-7 minutes.
 Try to sound like a professional lawyer, not a written contract. Use your own words; look

at your clients to make sure that they are following your explanations.
 Come well prepared, but do not memorize your presentation. Otherwise you will be

penalized heavily.
 Bring the contract to the meeting in case you are asked any specific questions regarding

the terms. You will not be expected to know the contract by heart but you should be
familiar enough with it to be able to find the information you are asked quickly.

163

164

Unit 3 - Review exercises

1. Word formation

a) Complete the grid below with the correct form of the word.

Noun Verb Adjective
confidential
LE 3.19a
exclusive
transaction reimburse
comply valid
exclusion renew
disclosure refund
shipment pay
application
deliver

assign

accept

sell
own
receive

b) Now complete the following extracts from different contract negotiations using
words from the table above.

1. My company insists on being granted e x c lu s iv ity for the UK; we don’t want to be LE 3.19b
competing with other Distributors in the same territory.

2. If you can guarantee d e l i v e r y to our warehouse within 10 days of receipt of order, we’d be
willing to make a concession on the terms of payment.

3. According to this clause any advertising expenses incurred by the Agent are r e f u nd a b l e . I’d like
to know when the Principal will pay that money back to the Agent.

4. As we have both a French and an English version of the contract, we need to include a clause
stipulating which language will be a p p lic a b le in the event of a dispute.

5. In an agreement like this, in which proprietary information is involved, a c o n f id e n tia lity clause
is standard. We need to protect our designs and know-how.

165

6. Our standard contract always includes a provision for automatic r e n e w a l once the initial term is
up unless one of the parties gives 3 months’ written notice. Would that be a c c e p ta b le ?

7. You, as the agent, will have to sell the items at the minimum price established in Schedule B and

send monthly statements indicating the total volume of s a l e s .

8. As you know the FDA is studying the effects of one of the components of this product. A ruling
banning its use would affect the v a l i d i ty of this agreement. For this reason, we would like to
limit the duration to one year.

9. Please note that o w n e r s h i p of the goods will only be transferred upon r e c e ip t of payment.

10. Any a s s i g n m e n t of rights to a third party without our prior written consent will be considered
null and void.

2. SENTENCE COMPLETION
Complete the following sentences in a way that would be suitable in a contract.
1. The Distributor undertakes to …..

2. This license is entered into between Infotech plc, hereinafter …..

3. The prices and minimum orders for each article are set …..

4. All advertising material shall be returned to the Licensor upon …..

5. All business expenses duly incurred by Employee in the performance of his duties hereunder …..

6. Both parties are excused from performance of their obligations hereunder if said failure to perform
is due …..

7. Either party may terminate this agreement provided that ……..

166

3. Rewrites
1. Distributor shall pay a 10% penalty fee if he delivers the goods late.
In the event that ……………………………………………………………………………………
In the event of……………………………………………………………….…………………………
2. Buyer can only collect the goods upon presentation of the Bill of Lading.
………………………………………………………..unless……………………………………………………..….

3. The employee shall be reimbursed for all expenses incurred as long as it duly justifies the
expenses.

……………………………………………………… provided ……………………………………………….

4. The Company undertakes to make payment when the detailed accounts are received.
………………………….. ……………………….…upon ………………………………….…………….…

5. The Principal may terminate the contract providing that it notifies the Agent 12 months in
advance.
…………………………… ………..……………………………………..………………………………notice.

5. The Lessor may not enter the premises without the Lessee’s express written consent.

The Lessor may not enter the premises unless …………………………………….
…………………………………………………………………………………………………………………
4. Informal Formal Register
Rewrite the underlined parts of the following sentences in a way they would be written in a contract.
1. The company will give the Distributor maintenance manuals for all the Products.

2. The Principal can change the prices as long as it lets the Agent know 30 days before. (Write the
last phrase in two different ways)

3. The Licensee promises not to give out any information about the Licensor’s design.

4. Either party has the right to transfer its rights to a third party as long as it has got permission from
the other party in writing first.

5. The Seller will do everything he can to deliver the goods no later than June 6th.

167

5. Provided /Providing
The sentences below are written in an excessively informal style. Rewrite the sentences below using
more formal legal language and the expressions PROVIDED/PROVIDING THAT to introduce the
condition.
1. The Landlord can change the lease if he lets the Tenant know 30 days before in writing.
2. The Licensor promises to supply the Licensee with all the designs as long as the Licensee does not

give out that information to other people.
3. The Agent can transfer the rights he gets in the contract if he gets the Principal's permission

beforehand in writing.
Class notes

168

Appendices

Index

Appendices.................................................................................................................................. 169
APPENDIX 1. LANGUAGE USE.......................................................................................................... 171

1. 1 Irregular Verbs .................................................................................................................. 171
1.2 Review of VERB TENSES AND FORMS IN ENGLISH .............................................................. 175
1.3 Expressions of possibility.................................................................................................... 178
1.4 -Nominalisation.................................................................................................................. 179
1.5- Cohesive Devices............................................................................................................... 181
APPENDIX 2. SAMPLE CONTRACTS ................................................................................................... 187
Model contracts ...................................................................................................................... 189
APPENDIX 3. WORKSHEETS ............................................................................................................ 193
WORKSHEET 1.1- Two cases ..................................................................................................... 195
WORKSHEET 1.2- Vocabulary review. ...................................................................................... 197
WORKSHEET 1.3 - Indicating possibility. ................................................................................... 199
WORKSHEET 1.3b (Level C1) - Intentional Torts ...................................................................... 201
WORKSHEET 1.4 - Cause and result 1 ...................................................................................... 205
WORKSHEET 1.5 - Cause and result 2 ....................................................................................... 207
WORKSHEET 1.6 - Purpose ....................................................................................................... 209
WORKSHEET 1.7 – Sentence rewrites ....................................................................................... 211
WORKSHEET 1.8 – A letter to a client ....................................................................................... 213
WORKSHEET 1.9 - Criminal vocabulary review ......................................................................... 215
WORKSHEET 2.1 Presenting arguments and supporting reasons .............................................. 217
WORKSHEET 2.1 Part 2. Presenting arguments and supporting reasons................................... 219
WORKSHEET 2.2- Developing arguments.................................................................................. 225
WORKSHEET 2.3 – Analysing the best structure for a business ................................................. 227
WORKSHEET 2.4 - Presenting arguments and supporting reasons ............................................ 229
WORKSHEET 2.5 – Compare and contrast review ..................................................................... 231
WORKSHEET 2.6- Company bylaws .......................................................................................... 233
WORKSHEET 2.8 - Types of Businesses. Discussion & note-taking activity................................. 239
WORKSHEET 3.1 - Contract terminology................................................................................... 243
WORKSHEET 3.2 – Conditions and Contingencies ..................................................................... 245
WORKSHEET 3.3 – Sentence rewrites ....................................................................................... 249
WORKSHEET 3.4 - Archaic reference words (Clauses 1-4) ......................................................... 251
WORKSHEET 3.5– Simplifying contract clauses ......................................................................... 253
WORKSHEET 3.6 – Agency Agreement...................................................................................... 255
WORKSHEET 3.7 - Analysing and explaining a contract ............................................................ 257

169

170

APPENDIX 1. LANGUAGE USE

1. 1 Irregular Verbs

Modal Infinitive/Present Some possible translations Past tense Past Participle
verbs Can poder could been able
May puede (que) might ----
Must deber (obligación) had to ----
Ought deber (consejo) ---- ----
Shall (auxiliar futuro) ---- ----
Should debería ---- ----
Will (auxiliar futuro) would ----
To arise surgir, ocurrir arose arisen
To be ser / estar was been
To beat golpear; vencer beat beaten
To become llegar a ser, convertirse en became become
To begin empezar began begun
To bend doblar bent bent
To bet apostar betted / bet betted / bet
To bid pedir bade bidden
To bid pujar bid bid
To bind atar, vincular bound bound
To bite morder bit bitten
To bleed sangrar bled bled
To blow soplar blew blown
To break romper broke broken
To breed engendrar, criar ganado bred bred
To bring traer brought brought
To broadcast retransmitir, emitir broadcast broadcast
To build construir built built
To burn quemar burned / burnt burned / burnt
To burst explotar (un globo, una presa) burst burst
To buy comprar bought bought
To catch coger, contraer una enfermedad caught caught
To choose elegir, escoger chose chosen
To cling agarrarse, aferrarse a clung clung
To clothe vestir a alguien clothed / clad clothed / clad
To come venir came come
To come up surgir came up come up
To cost costar (dinero) cost cost
To creep deslizarse con sigilo crept crept
To cut cortar cut cut
To deal with tratar sobre / con dealt dealt
To dig cavar dug dug
To do hacer did done
To draw dibujar drew drawn
To draw up redactar un documento legal drew up drawn up
To dream soñar dreamed / dreamt dreamed / dreamt
To drink beber drank drunk
To drive conducir drove driven
To eat comer ate eaten
To fall caer fell fallen

171

To fasten sujetar con cinturón fastened fastened
To feed alimentar fed fed
To feel sentir(se) felt felt
To fight luchar fought fought
To find encontrar found found
To flee huir fled fled
To fling arrojar flung flung
To fly volar flew flown
To forbid prohibir forbade forbidden
To forget olvidar forgot forgotten
To forgive perdonar forgave forgiven
To freeze congelar froze frozen
To get conseguir; recibir, coger; etc. got got (UK); gotten (US)
To give dar gave given
To go ir went gone
To grieve estar afligido grieved grieved
To grind moler ground ground
To grow crecer grew grown
To hang colgar hanged / hung hanged / hung
To happen ocurrir happened happened
To have haber / tener had had
To hear oír heard heard
To hide esconder, ocultar hid hidden
To hit golpear hit hit
To hold sujetar, sostener held held
To hurt herir, doler hurt hurt
To keep mantener; continuar kept kept
To kneel arrodillarse knelt knelt
To knit tejer knit knit
To know saber, conocer knew known
To lay colocar laid laid
To lead liderar, guiar led led
To lean inclinar(se) leaned / leant leaned / leant
To leap saltar leaped / leapt leaped / leapt
To learn aprender learned / learnt learned / learnt
To leave irse; dejar algo left left
To lend prestar lent lent
To let permitir, dejar let let
To lie echarse lay lain
To light encender lit lit
To lose perder lost lost
To make hacer made made
To mean significar meant meant
To meet encontrar(se), reunirse, conocer met met
por 1ª vez
To mow segar mowed mowed / mown
To notice observar, fijarse noticed noticed
To overthrow derrocar overthrew overthrown
To pay pagar paid paid
To plead declararse (inocente, culpable) pleaded/ plead-pled pleaded / plead-pled (US)
(US)
To put poner put put
To read /rid/ leer read /red/ read /red/
To rent alquilar rented rented
To rid eliminar rid rid

172

To ride montar rode ridden
To ring sonar, timbrar, llamar por rang rung
telefono
To rise subir rose risen
To run correr; gestionar ran run
To run away escapar, huir ran away run away
To saw serrar sawed sawed / sawn
To say decir (sin complemento) said said
To see ver saw seen
To seek buscar; seek to = intentar sought sought
To sell vender sold sold
To send enviar sent sent
To set poner; fijar set set
To sew coser sewed sewed / sewn
To shake agitar shook shaken
To shear esquilar sheared / shore sheared / shorn
To shed perder (hojas, pelo, lágrimas) shed shed
To shine brillar shone shone
To shoe herrar shoed / shod shoed / shod
To shoot disparar shot shot
To show mostrar showed showed / shown
To shrink encoger(se) shrank shrunk
To shut cerrar shut shut
To sing cantar sang sung
To sink hundir sank sunk
To sit sentarse sat sat
To sleep dormir slept slept
To slide resbalar slid slid
To sling lanzar (con fuerza) slung slung
To slit cortar, rajar slit slit
To smell oler smelled / smelt smelled / smelt
To sneak deslizarse con sigilo snuck snuck
To sow sembrar sowed sowed / sown
To speak hablar spoke spoken
To speed acelerar speeded / sped speeded / sped
To spell deletrear spelled / spelt spelled / spelt
To spend gastar spent spent
To spill derramar spilled / spilt spilled / spilt
To spin dar vueltas, girar spun spun
To spit escupir spat spat
To split dividir split split
To spread extender spread spread
To spring saltar sprang sprung
To stand soportar a, levantarse stood stood
To steal robar stole stolen
To stick pegar con pegamento stuck stuck
To sting picar stung stung
To stink oler mal stank / stunk stunk
To strew diseminar strewed strewed / strewn
To stride andar a zancadas strode stridden
To strike golpear struck struck
To string ensartar strung strung
To strive esforzarse; intentar strove striven
To swear jurar swore sworn
To sweep barrer swept swept

173

To swell hincharse swelled swelled / swollen
To swim nadar swam swum
To swing balancearse swung swung
To take coger took taken
To teach enseñar taught taught
To tear rasgar tore torn
To tell decir (con complemento) told told
To think pensar thought thought
To thrive prosperar thrived / throve thrived / thriven
To throw arrojar / lanzar threw thrown
To thrust lanzar adelante; impulsar thrust thrust
To tread pisar trod trodden / trod
To understand comprender understood understood
To undertake acometer undertook undertaken
To wake despertarse waked / woke waked / woken
To wear llevar puesto; desgastar wore worn
To weave tejer wove woven
To weep llorar wept wept
To wet mojar wetted / wet wetted / wet
To win ganar won won
To wind dar cuerda wound wound
To withdraw retirar withdrew withdrawn
To withstand soportar withstood withstood
To wring retorcer wrung wrung
To write escribir wrote written

174

1.2 Review of VERB TENSES AND FORMS IN ENGLISH

1. Complete the box below. Notice that not all continuous tenses are included. Those that are not
included are rarely used because they are so long.

 REMEMBER

Continuous tenses = Auxiliary Verb .......... + the ........................ participle
Perfect tenses = Auxiliary Verb ................. + the ........................ participle
Passive tenses = Auxiliary Verb ................. + the ........................ participle
In questions/negative sentences, Auxiliary Verbs Simple present tense -
=...............……………
In questions/negative sentences, Auxiliary Verb Simple past tense =...............…………….

2. Conjugate the verb WRITE in the boxes below.

ACTIVE VOICE Simple Continuous
Simple Continuous
Present

Past

Future

Present Perfect
Modals (would, can,

could, should, must,
may, might, etc.)

Gerund (V-ing form)

Used after prepositions

PASSIVE VOICE

Present

Past

Future

Present Perfect
Modals (would, can,

could, should, must,
may, might. etc.)

Gerund (V-ing form)

Used after prepositions

175

1. Verb tense practice 1

1. Underline the time expression if it is included.
2. Identify whether you need an A (ACTIVE) or P (PASSIVE) verb.
3. Use one of the tenses on the previous page to complete the sentences below in the correct form

(ACTIVE OR PASSIVE).
4. Transform the sentences: Active Passive and Passive  Active.

Use the verb TRY in all your sentences.

Example: __P___ The accused will be tried in the Crown Court next week.

The Crown Court will try the accused next week.
1. ____ At present an LA court is trying the victim’s doctor for manslaughter.

...................................................................................................................................................................................................
2. ____ Eichmann, the Nazi war criminal, was tried in an Israeli court in Jerusalem in 1961.

...................................................................................................................................................................................................
...................................................................................................................................................................................................

3. ____ A court cannot try a person twice for the same crime.

....................................................................................................................................................................................................

4. ____ The Italian courts have not tried the former president yet.

....................................................................................................................................................................................................

2. Verb tense practice 2
Do the same as in the above exercise. In this case, you must also supply an adequate verb.
5. ____ Last week the police arrested the politician and charged him with fraud.

...................................................................................................................................................................................................
6. ____ He was acquitted by the jury because the prosecutor did not present enough

evidence. ..............................................................................................................................................................................
7. ____ The Supreme Court might uphold the ruling.

...................................................................................................................................................................................................
8. ____ We are being sued by our neighbours for trespass so we need to find a good lawyer.

...................................................................................................................................................................................................

176

3. Verb practice - HAVE TO

He has to prove the facts.

Change the above sentence to:

EXAMPLE: NEGATIVE FORM He DOESN’T HAVE to prove the facts.

1. INTERROGATIVE FORM
.....................................................................................................................................

2. PAST AFFIRMATIVE
.....................................................................................................................................

3. PAST NEGATIVE
.....................................................................................................................................

4. PAST INTERROGATIVE
.....................................................................................................................................

5. PRESENT PERFECT AFFIRMATIVE
.....................................................................................................................................

6. PRESENT PERFECT NEGATIVE
.....................................................................................................................................

7. PRESENT PERFECT INTERROGATIVE
.....................................................................................................................................

8. Change “HAVE TO” to “CAN” AFFIRMATIVE
.....................................................................................................................................

9. “CAN” NEGATIVE
.....................................................................................................................................

10. “CAN” INTERROGATIVE
.....................................................................................................................................

11. PAST TENSE AFFIRMATIVE
.....................................................................................................................................

12. PAST TENSE INTERROGATIVE
.....................................................................................................................................

13. Change the above VERB to “MUST” AFFIRMATIVE
.....................................................................................................................................

177

1.3 Expressions of possibility
REFER TO THE BOX ON PAGE 14.

a) Provide the missing verb in the correct form.
1. What is going to happen to the security guard?
a. He _____________________________ found liable for false imprisonment.
b. There is a good chance that he ___________________________ liable.
c. He has a good chance _________________________________liable
d. He _______ likely _____________________________________ liable.
e. He _______ probably _________________________ liable.

2. What is going to happen to Scott?
a. The court _____________probably ________________ Paul an injunction..
b. The court _______ likely _____________________________________ Paul an injunction.
c. The court __________________________________ Paul an injunction.
d. Paul has a good chance of ________________________________________________________

3. What is going to happen to Tony Morrell?
a) He ________________________________________________________ punitive damages.
b) The court __________ likely __________________________________ Tony punitive damages.
c) The court ____________________________________________________ Tony punitive damages.
d) Tony has a good chance of ________________________________________________ punitive

damages
b) Rewrite the sentences below using the word provided in brackets.
1 Perhaps Tony Morrell will sue his former company. (LIKELY)
.........................................................................................................................................................................................
2. Barbara might sue Macy’s. (GOOD CHANCE)
.........................................................................................................................................................................................
3. It is likely that the court will deliver judgment in favour of Paul. (PROBABLY)
.........................................................................................................................................................................................

178

1.4 -Nominalisation

Use ‘s after:
a) proper names of people, groups, countries or organizations (e.g. John’s house, Mr.

Smith’s arrest, Citibank’s policy)
b) common names of people, groups, countries or organizations preceded by the article

THE or POSSESSIVES (e.g. the student’s marks, the workers’ accident, the company’s
liability)
c) after time expressions (today’s news, last week’s meeting, two week’s notice)
d) Nouns ending in S - A widely-used technique is to write the word as we would say it. For
example, since most people saying "Mr. Hastings' pen" would not pronounce an added s, we
would write Mr. Hastings' pen with no extra s. However, most people would pronounce an
added s in "Jones'," “the witness’s” so we'd write it as we say it: “Mr. Jones's golf clubs / the
witness’s cross-examination”.

Use THE …. OF ….:
a) common names of people or organizations preceded by A, ONE or a QUANTITY word

(e.g. the death of a student, the dismissal of several workers, the merger of two
companies)
b) inanimate things (the termination of the contract, the cause of the accident)

USE NOUN +NOUN
a) Use with common well-known noun combinations. For less common combinations

we prefer a phrase with OF. e.g. the kitchen table, the dining room table, the coffee
table (common types of tables) BUT the table for the prizes (not the prize table); road
signs BUT signs of fatigue (not fatigue signs); a history book BUT a book about tort law
(not a tort law book)

1. Practice with possessive structures C
Choose the best option.
a station of buses
AB Mr. Wilson’s lawyer
notice of four months
a) a bus’s station a bus station the law firm problem
the lawyer of Mr. Wilson the recklessness of McDonalds
b) Mr. Wilson lawyer four month notice
the problems law firm two drivers death
c) four months’ notice McDonalds’ recklessness
three year’s experience
d) the law firm’s problems the two drivers’ deaths the testimony of the witness
a course of three months
e) McDonalds recklessness three years experience his head injury
the witness’s testimony
f) the death of the two a three-month’s course
drivers his head’s injury

g) three years’ experience

h) the witness’ testimony

i) a three-month course

j) the injury of his head

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2. Nominal structures after verbs and prepositions

After CONJUNCTIONS / ADVERBIALS After VERB/PREPOSITION use a noun
write a sentence (=nominal structure)
e.g. …because e.g. …due to/ because of…/as a result of…

1. He injured his back. his back injury

2. John fell. John’s fall

3. The workers were exposed to toxic the workers’ exposure to toxic gases
gases

4. She broke her arm  her broken arm

5. Two students died.  two students’ deaths

6. The article was published without the publication of the article without

permission. permission

7. The witness testified in his favour. the testimony of the witness ins favour

8. The owner was negligent. the owner’s negligence

9. He was driving recklessly. his reckless driving

10. The sailor had an excessive the sailor’s excessive workload
workload.

11. The sailor was very tired the sailor’s fatigue
/fatigued.

12. The manufacturer was careless. the manufacturer’s lack of care
carelessness

13. The burns were serious. the manufacturer’s lack of care /
carelessness

14. A cow was crossing the road. the manufacturer’s lack of care /
carelessness

15. A group of classmates caused Bobby
serious injuries.

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1.5- Cohesive Devices

The main function of these is to indicate a connection between two propositions (e.g., ideas, facts or events).
They help organise information and clarify it for the reader / listener by connecting subsequent information
with earlier information. We use connectors and sequence markers to signal different types of relationship
between ideas. The main relationships are: TIME, LOGIC and TEXT (e.g. addition, contrast, summary,
paraphrase, example and highlight). Conjunctions, adverbials and prepositions are grammatical terms that
describe how these devices are used grammatically. Look at the examples below:

 CONJUNCTION - The population grew although the birth rate continued to fall.

 ADVERBIAL - The birth rate fell. However, the population grew.

 PREPOSITION - The population grew despite the continuous fall in birth rate.

CONJUNCTIONS ADVERBIALS PREPOSITIONS

Connect sentences clauses Connect a sentence logically to a Introduce a nominal

sentence + sentence previous sentence. structure or a gerund

Temporal before, after, while, when, afterwards, then, later, before before, after, during, for,

connectors since, as soon as, until that, meanwhile, in the since, until, till, from...to

meantime

Sequence before, after, once first (of all), firstly, secondly, before, after

next, then, after that, later,

subsequently, finally, in the end,

lastly

Introducing a because, since, as, given this is because as a result of, because of, due

reason, cause that to, owing to, thanks to, on

account of, in view of, given

VERBS: result from, arise

from, be attributed to, be the

result of

Introducing a with the result that, so as a result, consequently, VERBS: lead to, result in, give

consequence or therefore, this is why, hence*, rise to, cause

result thus*, to this end*, because of

this, accordingly

Indicating but, although, even though, however, nevertheless*, on the in spite of, despite

contrast yet, whereas, while other hand, in contrast

Condition if, unless, whether, as long then, in that case, in such an in the event of

as, provided that, in the event*, otherwise

event that

Purpose ...so that to this end, with this end in view for, to, in order (not) to, so

as to + VERB

Addition and, Not only...but (also)/(as also, too, furthermore, in in addition to, as well as,

well) addition, moreover apart from, along/together

with

Rephrasing/ basically, in other words, i.e.**

Equivalence

Conclusion/ overall, in conclusion, to sum up,

Summary to conclude, in a nutshell, in brief

Similarity likewise, similarly, in the same like, (be) similar to

way, at the same time

Example for example, for instance, e.g.(in such as

writing only)**

Highlighting in particular, especially, notably,

chiefly, mainly, particularly

Generalisa- usually, normally, as a rule, in

tion general, for the most part, in

most cases, on the whole

Stating the obviously, of course, clearly, it is

obvious quite clear that

Interpolation or personally/in my opinion, I think,

expressing we feel that, as you know, I am

personal sure, fortunately, unfortunately,

opinions as you are aware,

* formal expressions used mostly in written English * *i.e.- id est, Latin for 'that is', e.g. - exempli gratia, Latin for 'for example'

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1.6- Error Correction – By number and by symbols

Teacher: Virginia Esteve

BASIC MISTAKES (-1 point)

The errors below are BASIC mistakes that you should not be making at this level.
1. Number – 1a) Subject/verb agreement ( He don’t go home. People is working.) 1b) This should

be plural/singular ( one of the leading companycompanies.) 1c) Countable/uncountable
noun problem
2. Reference – 2a) Number/gender agreement ( this activities, Sara Lee has his headquarters,
the UN, who is in charge of ….etc); 2b) unclear what this word refers back to. 2c) Dangling
participle – wrong subject referent. EX. The crisis reduced profits, reaching (the crisis reached??)
a low point of $10m. 2d) Use possessive adjective (his/her/its/their, the Chairman’s duties,
Vodafone’s history)
3. 3a Verb tense/Verb form – Remember to use the correct verb tense/form; e.g. –ed or the correct
irregular endings at the end of past and past participle forms, PASSSIVE/ACTIVE. (consult list of
irregular verbs in this manual) 3b – 1 principal verb not 2. It is impossible to use two principal
verbs in the same sentence. WRONG:  The company, is based in Portugal was founded in
1997.
4. Subject- 4a) Missing or misplaced subject. All sentences must have a subject BEFORE the verb
(with the exception of special inverted structures).WRONG:  Is very important to study. 4b) 1
subject: not 0, not 2! even if it is a subordinate relative clause, the subject is THAT/WHICH/WHO
etc.-->WRONG: Peter he is... My sister that she is studying,… 4c) IT is the wrong subject here.
Say WHO or WHAT. It is required a person with an MBA. It is needed a law degree.
5. Adjectives 5a) normally go before the noun they modify, 5b) should be singular apart from a few
nouns that always end in S) ; 5c) incorrect comparative/superlative structure 5d) incorrect
adjective word order
6. Fragments (Incomplete sentences) - 6a. missing a subject, verb etc. 6b. this is a subordinate
clause, not a sentence. EX.  In 2001, the terrorist attacks against the twin towers in New York.
/ Given that gold prices fell.
7. Run-on sentences/Comma splice - Use punctuation correctly ( .  , )  1Sara Lee is a
multinational company, 2it is based in Chicago, 3it employs 60,000 people.  These are 3
sentences, not one. You can combine sentences and ideas using relative pronouns , apposition
(nominal structures separated by commas from the word they modify) and connectors/linking
words. EX. Sara Lee, a multinational company Apposition (which is) based in Chicago Relative clause,
employs over 60,000 people.

182

8. Lexical errors – Ww (wrong word), WwF (wrong word form), Ff (false friend), IW (Invented
words), Spanglish– learn to differentiate between what is an adjective, an adverb, a noun, and a
verb, and how each is used. See examples of these errors on the next page.

9. Structure – 9a-This should be a sentence 9b – Incorrect word order (S+V+O  SUBJECT + VERB +
OBJECT +PLACE/TIME) 9c – This should be a noun phrase/nominal structure. 9d – This should be
a subordinate relative clause. 9e- Defining (D)/ non-defining (ND) relative clause. 9f–This should
be a subjunctive sentence. 9g - Spanglish construction
EX. These are the products that sells this company.that this company sells; In March rose the
cost of living 10% the cost of living rose 10%

10. ??? – Incomprehensible sentence or phrase - 10a) Incomprehensible. This does not make any
sense. Rewrite. 10b) Poorly expressed. Rewrite it in a different way. 10c) Excessively wordy;
synthesize and take out unnecessary words/information. 10d) This sentence is too long; divide
into two sentences. 10e) Padding (paja, relleno)-this phrase/sentence does not say anything
relevant or add anything to the text. Eliminate. 10f )– Too many short, choppy sentences. Combine
these sentences. 10g) Inappropriately expressed for this type of text.

11. Organization - 11a) - no clear paragraphs; 11b) - the information is not correctly organized or
distributed 11c) – Isolated sentence. This information is unrelated to what you have said before
and what comes after. 11d) – Misplaced information / relative clause. 11e)– NO ONE-SENTENCE
PARAGRAPHS PLEASE!! A paragraph is a GROUP of sentences talking about a similar subject, not
a single sentence. This sentence should form part of a paragraph discussing a similar topic, not
be presented in isolation as it is here.

INTERMEDIATE ERRORS (-0.5 points)

12. a. Spelling / b. Capitalise/lower-case / c. Punctuation / (-0.5)
13. Incorrect word order/Syntax. - 13a. WO-Word order- Incorrect word order (e.g. Place adjectives

before nouns, adverbs after verbs, etc., indirect/direct object directly after the verb, expressions
of PLACE/TIME at the end or beginning of the sentence, etc. ) 13b. // Parallel structures -Use //
parallel structures/the same types of structures, when listing or mentioning two or more things.
13c – Incorrect word order for question / inverted structure 13d – Incorrect word order for
indirect/embedded question
14. X – Unnecessary. Eliminate this.
15. THE/A/AN (definite/indefinite articles) 15a – Insert article 15b-Wrong article
16. Preposition – 16a) Preposition missing 16b) Use correct preposition (be especially careful with
prepositional verbs). 16c) No preposition needed.
17. Expression – expressing things incorrectly, inappropriately or in a way that does not sound like
English. Rewrite in a different way.
18. Faulty reasoning, illogical connections or untrue statements – 18a- Illogical connector; 18b-
Grammatically incorrect connector; 18c-Untrue information; 18d - Illogical reasoning – e.g.
elements might be in the wrong order. 18e – Linking expression missing. Use a linking expression
to show the relationship between these ideas.
19. Register– 19a Personalization - Do not personalize in formal writing. Use impersonal style.
Example: We are going to focus on three aspects  This paper focuses on three aspects. 19b
This language is fine for an oral presentation but inappropriate for a written paper. 19c – No
contractions or abbreviations in formal writing. 19d – Inappropriate register/content – too
informal.
20. Om – Omission – Insert missing words. Phrase is incomplete.
21.Inf – 21a) This information is incorrect / inaccurate. 21b) You have invented this information. 21c)
Your writing seems to indicate you do not know / understand what you are writing about. 21d)
Inappropriate information / request for this type of text.
22.Other errors. Refer to the error correction symbols with examples on next page.

183

Error correction symbols

Making mistakes and learning from them is an important part of mastering a language. When

your written work is returned to you, you should look at your mistakes and correct them. This

table shows the symbols used to correct your work, which should help you in the correction

process by indicating what type of error you have made.

SYMBOL EXPLANATION EXAMPLES

/ + Good or very good.

¶ Begin new paragraph

 Join together.  Small countries can not compete with larger ones.



 or Omission. Something is missing  They do not allow  to listen to music.
Om here.

// Use parallel grammatical  He likes to travel and meeting // people.
 On monday mornings it is difficult to get up.
structures.

= Capitalize this word.

/ Do not capitalize this word.  They have sent troops Øverseas.

? This is incomprehensible.  This there is not why only attribute it to inflation.??

A Article is missing or incorrect  My father is A doctor.

Singular/plural error. Verb,  The people isAgr against the death penalty.
 This devices haveAgr many uses.
Agr noun, pronoun, determiner do

not agree in number.

Exp Incorrectly worded or awkwardly

expressed idea due to syntactic,  Technology has evolved at big steps in the past decade. Exp
lexical and/or word order  The EU is starting to take its own way. Exp
problems. Does not sound like

English.

Ff False friend. Meaning is  I am actually Ff studying at ICADE.

different in English and Spanish.  The company’s benefitsFf were 10% higher this year than last year.

Frag Sentence fragment.  RC, which was founded in 1950 by Jim Jones and Larry King.
 Because she never went to class. Inc
Incomplete sentence.
 A small company cannot compete at the same level than G a large
G multinational.

Grammatical error.  In Spain, most young people used toG/Exp choose to study at a public
university.
Inf. The information you have
 Other G/Agr consequence has been the fall of the world’s stock
provided is inaccurate. markets.

 It’sG president is Paul Brown.

 The capital of Texas is Houston. Inf

IW You have invented this word, it  Firstable, IW the hotels are cheaper in Greece than in Italy.
does not exist.

184

P Punctuation is incorrect.  I think studying abroad is good, P this is the reason I am going to
France next year.

Prep Preposition is incorrect or  There are some negative aspects  Prep studying abroad.
 It depends of  Prep the country.
missing.

R Register or style inappropriate  I'm gonna R tell you what I think.
or too informal for the rest of the  Students gotta R study prettyR hard to pass.
Rep text. Use full forms, not  They’reR members of the X party.  They are
Ref? contractions.  The GDP is reallyR low.  quite, very
ROS
S (pers) You are being repetitive or  The rise in cost was due to the rise Rep in inflation and the rise Rep in
Spang redundant. use a different word workers’ wages.
Sp or phrase.
Unclear antecedent. It is not  Marketing presents the company's products to the customers so that
clear what this pronoun refers they Ref? look attractive.
to.
Run on sentence. Usually this is  The price of oil rocketed to peak at $35, it plunged to $19, as the
due to punctuation problems, Desert Storm Operation was taking place, then it bottomed out as a
namely using a , instead of a . result of the end of the Gulf War.
or ;.
 I'm going to write about S (pers) the effects of acid rain.
Do not personalise. Use
impersonal style  Americans want to finish with Spang/Exp terrorism.
 Everybody wants that the war stops Spang/G.
Spanglish. You are using an
invented word or Spanish syntax  CostumersSp are important in bussinessSp.
or sentence structure , which is
incorrect in English.

Spelling is incorrect

Subj? Subject missing  To them  Subj? means nothing.
VT/VF Incorrect verb tense/incorrect  After all,  Subj? is like a religious war.

verb form  He has finishedVT his studies last year.
 He is in charge of implementVF company policy.
WO Words are in incorrect order.
Ww Wrong word, lexical error.  I like very much MadridWO.
 Never I watch in the evenings TVWO.

 The poor in developing countries are explodedWw.

WwF Wrong word form. Incorrect  It makes the company more flexibilityWwF.
 Another criticWwF is that it is more expensive.
word class.

X Take out. This is not necessary.  We are going to discuss aboutX the advantages of studying abroad.

Virginia Esteve 26 June 2019

FINAL RECOMMENDATIONS

 Use a dictionary if you are not sure. If you are using a computer, take advantage of the SPELL
CHECKER (Corrector ortográfico ) TO CHECK YOUR SPELLING!!!

 Keep a record of your most frequent mistakes and make an conscious effort to avoid them in the
future (wich, costumer, bussines, lack of subject, plural adjectives, etc.).

185

186

APPENDIX 2. SAMPLE CONTRACTS

TRADEMARK LICENSE AGREEMENT PARTIES contains the names
THIS AGREEMENT IS MADE ON 21ST DAY OF SEPTEMBER 2006 and description of the persons
entering into agreement and
BETWEEN: the address where that party
or person can normally be
(1) XINHUA FINANCIAL NETWORK LIMITED, a company incorporated found besides the name. You
under the laws of Hong Kong, whose office is located at Room can also include an
2003-5 Vicwood Plaza, 199 DesVoeux Road Central, Hong Kong identification number such as
identity card / tax / passport/
(the "LICENSOR") business registration /
company registration no. In
AND parentheses, indicate how the
party shall be referred to in
(2) XINHUA FINANCE MEDIA LIMITED, a company incorporated under the remainder of the
the laws of Hong Kong, whose registered office is at Century agreement. You can say:
Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George (hereinafter the “Licensee”) /
Town, Grand Cayman, Cayman Islands (hereinafter known as the
“Licensee”).
(the "LICENSEE")
Also known as RECITALS -
WHEREAS: Often referred to as the
“whereas” clause, a
(A) The Licensor is the sole owner or otherwise has rights in statement in a legal document
the Trade Marks. giving the reason for the
transaction or providing
(B) The Licensor has agreed to grant such a licence to use the background or facts about the
Trade Marks to the Licensee on the terms set out in this transaction. They are normally
Agreement. merely informative.

NOW IT IS HEREBY AGREED as follows:

1. INTERPRETATION TERMS OF CONTRACT – what
the two parties agree to do.
1.1 Definitions. In this Agreement (including the Recitals and Carefully drafted contracts
the Schedule), unless the context otherwise requires, the should set out:-
following expressions shall have the following meanings:  who is supposed to do

"SUBSIDIARY" means (i) with respect to any Party, any what,
corporation, partnership, limited  where it is supposed to be
liability company, association, joint
venture or other business entity . . . done,
at the time owned or controlled,  when it should be
directly or indirectly, by that Party or
one or more of the other Subsidiaries of completely carried out, and
that Person or a combination thereof.  how it should be done.

DEFINITIONS Often contracts
begin by defining the terms
used in the agreement to
avoid misinterpretation.
Sometimes the terms are laid
out as articles.

187

IN WITNESS WHEREOF the parties have executed this SIGNING BY PARTIES:
Agreement on the date first above written. The contract is not complete
until it is signed by the parties or
SIGNED BY John McLean ) their representatives. In some
cases, especially with private
for and on behalf of ) limited companies, a symbol is
imprinted on a sticker pasted on
XINHUA FINANCIAL NETWORK LIMITED) the document in addition to the
representative's signing. This
in the presence of: ____________ process is known as "sealing".

SCHEDULE SCHEDULE – page(s) attached to
a contract containing more
Five Trademarks of the Licensor to be licensed to the detailed information, often of a
Licensee by this Agreement. technical nature, such as the
... parts of a machinery or
manufacturing system, the exact
geographical information of a
property, price lists, etc. It is
considered as an integral and
legally binding part of the
contract. Also called EXHIBIT or
ANNEX. There can be more than
one.

188

Model contracts

Source: http://www.onecle.com/

Model contract 1

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (the "Agreement"), dated as of March 24,
1999, is made by and among CROWN PAPER CO., a Virginia corporation ("Crown"),
CROWN VANTAGE NEW HAMPSHIRE ELECTRIC, INC., a New Hampshire corporation and a
wholly-owned subsidiary of Crown ("Electric"), BERLIN MILLS RAILWAY, INC., a New Hampshire
corporation and a wholly-owned subsidiary of Crown ("Railway," and together with Crown and
Electric, collectively, "Seller"), and AMERICAN TISSUE
HOLDINGS INC., a Delaware corporation ("ATH") and PULP & PAPER OF AMERICA LLC, a New York
limited liability company ("PPA" and together with ATH, "Buyer").

RECITALS

Seller desires to sell to Buyer substantially all of the assets of its
integrated pulp and paper mills located in Berlin and Gorham, New Hampshire and related
hydroelectric generating facilities and landfill (collectively, the
"Facility"), and Buyer desires to purchase from Seller such assets, with the exception of
certain excluded assets, upon the terms and conditions and for the consideration
hereinafter set forth, which consideration consists of cash and the assumption of certain
liabilities.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties
and agreements herein contained, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

…//…

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed and
their corporate seals to be hereto affixed and attested by their duly authorized officers.

189