We all know the importance of Agreements and their uses in today’s era, mostly in civil law countries wherein agreements are given much priority that they are considered to be written law between the parties and are executed in the same manner as written. The rule of literal interpretation is most prevalent in the civil law countries, moreover and such agreements or contracts which are against the basic principles of the law or concluded between the contracting parties to do or perform such task which is against the unlawful or illegal, the said contracts or agreements are considered as null and void in the eyes of the law.
In this article, we will deal with the types of agreements and contracts required to protect your interest in case of default, so do not think before investing into any contract or agreement that can protect your interest. Furthermore, in this article, the questions and answers are being dealt with which can elaboratively explain the use of the agreements.
THE FOLLOWING TOPICS WILL BE COVERED IN THIS ARTICLE:
- Neighboring Rights
- Agreements in relation to the Neighboring Rights
- Broadcasting Agreement
- Relevant Question in relation to Agreement and UAE Court approach
What are Neighboring Rights?
The term ‘Neighboring Rights’ is also known as ‘Related Rights’, which is prevalent in Intellectual Property Rights. The term related rights are more common and known in common law jurisdiction and in civil law jurisdiction countries ‘neighboring rights’ is used in reference to these rights.
Related Rights are not Copyright, but these rights are directly or indirectly associated with the Copyrights. Whether the said human intellect comes under the category of Copyright or not is immaterial.
These rights aim to protect the rights emanating from the use of Copyright. For better understanding, the example is mentioned below:
The above-mentioned diagram is an example of a song to be released and the rights related to the several related entities are mentioned above. Thus, to understand in a better manner, the explanation is discussed below:
Suppose the song is being composed or written by the songwriter, naturally the said composer and writer will be the actual copyright holder, and the singer who will sing the song will also want the copyright protection. Therefore, all music composers, directors, writers, and singers will come under the first or original Copyright holder category.
The second category related to this is producers as they are the direct victim of the piracy and invests an enormous amount in the production of the music or convert it into MP3s, CDs, Cassettes, and other material which is prevalent and used by the audience to enjoy the music. So, the right of producers is being protected and comes under the category of Neighboring Rights or Related Rights.
The third category is of the broadcasters who broadcast programs on their networking channels by way of emitting the signals, and their broadcasting rights are also being protected. This category also falls under the related rights or Neighboring Rights.
So, further, we will be dealing with the role of agreements in protecting your rights and interests in relation to Intellectual Property Rights and other significant matters.
How can agreements play a vital role in the protection of your Neighboring Rights?
Our Commercial Contract Lawyer states that:
Agreements play an essential role in safeguarding your interest, whether it is about Neighboring Rights or any other rights arising from any contractual relationship. Especially in Neighboring Rights, the agreement is an important document that needs to be executed between the parties. The below-mentioned agreement informs you about the broadcasting agreement.
Essentials of Broadcasting Agreement
This means an agreement executed between contracting parties and setting out terms and conditions about broadcasting rights. The said agreement shall contain the introductory provisions mentioned below so that the rights of the contracting parties may be secured. The essential clauses about the broadcasting agreement are:
The title is to be defined before starting the agreement so that the context of the deal is cleared from its title itself.
For Example: If two parties want to execute an agreement between them for Distributorship, then in such a scenario title of a contract will help in understanding the nature of the deal.
- Details of the Parties
This clause will add the significant details of the contracting parties so that the nature of the contracting parties can be figured out. For an agreement, it is essential to define or disclose the nature of the parties and their authorized representatives who are signatories to the deal.
Under the same heading, the reasons why the parties entered into a particular agreement are explained straightforwardly. Moreover, this clause is necessary to know the situation of the contracting parties before entering into such an agreement.
In this clause, the purpose of the agreement is defined clearly and precisely so that it is easy to understand the primary purpose behind the execution of the deal. As we all know, there is no act without purpose, and the same applies to agreements and contracts.
- Definition Clause
Under this clause definition, the terms widely used in the agreement will be defined so that a clear understanding of its interpretation may be ruled out in case of any conflict, confusion, and ambiguity in the provision of the deal.
- Obligations of the contracting parties
Under this clause, obligations of the contracting parties will be defined jointly to ensure that both the parties to the agreement will follow such duties during the execution of the said contract.
- Separate Obligations clause
Under this clause, clear and specific obligations of each party to the agreement will be defined. The critical points to be kept in mind are:
- This clause shall clear a specific heading such as “Obligations of the First Party” and for same but different heading to titled for the obligations of the second party.
- These clauses must start with the term undertakes, for example: “First Party undertakes” so that it can be apparent from the text that the party undertakes a specific thing.
- This clause is used to determine the specific obligations of the party to an agreement.
- Rights of the Parties.
This clause defines the rights of the contracting parties in a conjoint manner so that no ambiguity shall arise at the later stage between the parties concerning the distribution or use of assets.
- Terms of payment
This clause will define the mode and terms of payment to be held between the parties, it is an undisputed fact that consideration is an essential element for the contract, and to avoid any future disputes between the parties, this clause holds significance.
- Protection of IPR
This clause will protect the rights of the parties about the Intellectual Property and will also ensure that no exploitation can be done by the act of either party, or any other party associated with them. Moreover, this clause will also ensure the tenure of using and/or right to enjoy the Related Rights for a specific purpose and time. This clause will ensure that the content will be of the broadcasting party.
- Indemnification Clause
This clause will impose an obligation on both parties to indemnify each other if there is any breach committed by violating the terms of agreement. Therefore, in such a scenario, the defaulting party must repay for the same to other party with the amount of compensation as agreed between the contracting parties.
- Severability Clause
This clause will act as an operative tool in situations wherein any part of the agreement becomes invalid or void and the remaining provisions of the agreement remain in force. That invalidity does not affect the other prevailing conditions of the agreement.
This clause will determine the jurisdiction for governing law in the event of a dispute arises between the contracting parties.
- Dispute Resolution Clause
This clause will define the process for dispute resolution in the event of a dispute. It will also define the number of arbitrators to be appointed and the rules of which arbitration will be applicable to the contracting parties.
Whether penalty stipulated in a particular agreement is awarded by the courts in United Arab Emirates?
Our Contract Lawyer states that:
UAE is the country that follows civil law jurisdiction and is different from the countries which are following common law jurisdiction. However, in United Arab Emirates, there are free zones such as DIFC (Dubai International Financial Center) and ADGM (Abu Dhabi Global Market) which have opted for the ordinary law jurisdiction but only for the disputes which are civil.
There are several judgments of the Federal Supreme Court which opines their views towards the literal interpretation of the contracts and agreements which possess pre decided penalties, subject to the conditions that such contracts shall be legally valid and must comply with all the essential which the law in general requires.
So, there is no hurdle in saying that if the amount for breach is pre-decided in the contracts and agreements, then the other party(s) to the contract is liable to pay the said amount in case of a breach.
Whether licensing rights can duly be protected with the aid of agreements?
Our Contract Lawyer states that:
Yes, the licensing rights emanating from the license agreement will indeed be protected if the deal is well drafted. It is essential that such agreement allow the licensee to use the right for enjoyment in lieu of royalty provided by him to the licensor, and all the Moral rights of the Intellectual Property Rights shall be protected. It is pertinent to mention here that there are two types of rights under IPR which are alienable or transferable and are known as ‘Economic Rights” on the other hand, there are rights which are known as ‘Moral Rights,’ which are not transferable and inalienable.
Whether agreements can be relied upon in the matters of confidentiality?
Our Commercial Contract Lawyer states that:
Yes, agreements executed for keeping confidential information secure can indeed be relied upon as these agreements are protected with the penalty clause in case of breach and can efficiently be executed in UAE. The violating party is obligated to compensate the other contracting party for the amount stipulated in the agreement.
Whether agreements can become the game changer or key to win in case of Litigation?
Yes, as we have already discussed the approach of UAE courts in executing the agreements and keeping in view the same, the agreement can become a game changer and or key to winning the Litigation cases.
How can we assist you?
Nour Attorneys & Legal Consultants are one of the best Business Legal Consultants in Dubai, which possess a highly qualified and experienced team of Contract Lawyers which are always ready to assist you in Legal Contract Review and Drafting of Contracts and other Legal Documents in a manner that it the interest of our client will remain secure and protected from the initial stage.
Our law firm always advises that contracts and agreements shall be well drafted and must cover all the relevant points so that no scope of interpretation or lacunas can be included.
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