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Non Waiver Agreement
"I need a Non-Waiver Agreement for my software development company based in Manila, preserving our intellectual property rights while allowing flexible payment terms for our enterprise clients, with the agreement to take effect from January 1, 2025."
1. Parties: Identification and details of all parties to the agreement
2. Background: Context of the relationship between the parties and the reason for the non-waiver agreement
3. Definitions: Key terms used throughout the agreement
4. Non-Waiver Declaration: Primary clause stating that failure to enforce any right does not constitute a waiver of that right
5. Scope of Protected Rights: Detailed description of the rights being protected under the non-waiver agreement
6. Duration: Period for which the non-waiver provisions will remain in effect
7. Enforcement Mechanism: Process for enforcing rights despite previous non-enforcement
8. Severability: Clause ensuring that if any provision is invalid, the rest of the agreement remains in force
9. Governing Law: Specification that Philippine law governs the agreement
10. Entire Agreement: Confirmation that this document represents the complete understanding between the parties
11. Execution: Signature blocks and execution formalities
1. Specific Instances: Used when there are particular situations or past events that need to be explicitly addressed as not constituting waiver
2. Notice Requirements: Include when specific notification procedures are needed for enforcing rights
3. Relationship to Other Agreements: Used when the non-waiver agreement needs to be coordinated with other existing contracts
4. Assignment: Include when rights under the agreement may need to be transferred to other parties
5. Dispute Resolution: Optional section for specifying mediation or arbitration procedures
6. Costs and Expenses: Include when there are specific provisions about who bears the costs of enforcement
7. Representations and Warranties: Used when specific assurances about authority or capacity need to be included
1. Schedule A - Referenced Agreements: List of specific agreements or contracts to which the non-waiver provisions apply
2. Schedule B - Protected Rights: Detailed enumeration of specific rights being protected
3. Schedule C - Prior Instances: Documentation of previous situations where rights were not enforced but are preserved
4. Appendix 1 - Notice Forms: Template forms for providing notice of enforcement
5. Appendix 2 - Corporate Authorizations: Copies of corporate resolutions or other authorization documents if needed
Authors
Banking and Financial Services
Real Estate and Property Development
Manufacturing
Technology and Software
Telecommunications
Construction
Retail and Distribution
Healthcare
Energy and Utilities
Professional Services
Mining and Natural Resources
Transportation and Logistics
Legal
Compliance
Risk Management
Commercial Operations
Business Development
Contract Administration
Finance
Credit and Collections
Corporate Governance
Operations
Legal Counsel
Contract Manager
Compliance Officer
Risk Manager
Chief Legal Officer
Business Development Manager
Commercial Director
Chief Executive Officer
Chief Financial Officer
Operations Manager
Project Manager
Account Manager
Property Manager
Credit Manager
Collections Manager
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