英文契約書の基本用語

WHEREAS, [Party A] is a company engaged in [業務内容];
WHEREAS, [Party B] desires to purchase [購入対象];
WHEREAS, the Parties desire to enter into an agreement...;
NOW, THEREFORE, in consideration of the mutual covenants
contained herein, the parties agree as follows:

1.1 Definitions
"Company" means [Entity Name], a [Jurisdiction] corporation
established under the laws of [Jurisdiction].

"Confidential Information" means all non-public information
disclosed by one party to the other, whether in written,
oral, electronic or visual form, including but not limited
to business plans, financial information, technical data,
customer lists, and trade secrets.

"Effective Date" means the date first written above
(i.e., January 1, 2026).

"Deliverable" means the software, documentation, and
training materials to be provided under Section 3.

1. Services
2. Payment
3. Term and Termination
4. Confidentiality
5. Indemnification
6. Limitation of Liability
7. Governing Law and Dispute Resolution

Seller represents and warrants that:
(a) It owns all assets to be transferred;
(b) There are no litigation or claims against it;
(c) All financial statements are accurate and complete.

"Indemnification" means that Party A agrees to reimburse,
defend, and hold harmless Party B from any and all
third-party claims, damages, losses, and expenses
(including attorneys' fees) arising out of
[specific trigger event].

(a) Indemnifiable Events
    Party A shall indemnify Party B for:
      (i)   Third-party claims for IP infringement
      (ii)  Product liability claims
      (iii) Environmental damage
      (iv)  Breach of representations and warranties

(b) Procedure
    - Indemnified party gives notice within 30 days
    - Indemnifying party controls defense
    - Settlement requires written consent

(c) Exclusions
    - Claims caused by Indemnified party's own negligence
    - Claims arising from Indemnified party's modification of product

8. Limitation of Liability

(a) Cap on Liability
    In no event shall either party's total aggregate
    liability under this Agreement exceed the total
    fees paid in the preceding 12 months.

(b) Exclusion of Damages
    Neither party shall be liable for:
      (i)   Indirect damages
      (ii)  Incidental damages
      (iii) Consequential damages
      (iv)  Lost profits or lost business opportunity
      (v)   Punitive damages

(c) Exceptions to Cap
    Notwithstanding Section 8(a), Cap shall NOT apply to:
      (i)   Breach of Confidentiality
      (ii)  IP Infringement
      (iii) Gross Negligence or Willful Misconduct
      (iv)  Indemnification Obligations
      (v)   Payment Obligations

7. Force Majeure

(a) Definition
    Force Majeure Event means any event beyond the
    reasonable control of a party, including but not
    limited to:
      (i)   Act of God (earthquake, flood, storm, etc.)
      (ii)  War, terrorism, government action
      (iii) Pandemic, epidemic, public health emergency
      (iv)  Strikes or labor disputes (not involving party's own employees)
      (v)   Utility failure, network outage

(b) Notice Requirement
    The affected party shall provide notice to the other
    within 24 hours of becoming aware of the Force Majeure
    Event, including details of the event and expected
    duration.

(c) Mitigation Obligation
    The affected party shall use commercially reasonable
    efforts to:
      (i)   Mitigate the impact
      (ii)  Resume performance as soon as practicable
      (iii) Keep the other party informed of progress

(d) Suspension of Performance
    The affected party's obligation to perform shall be
    suspended during the Force Majeure Event and for a
    reasonable time thereafter. No party shall be liable
    for non-performance during suspension period.

(e) Exclusion from Force Majeure
    The following obligations are NOT suspended:
      (i)   Payment obligations
      (ii)  Confidentiality obligations
      (iii) Indemnification obligations
      (iv)  Termination rights

(f) Right to Terminate
    If the Force Majeure Event continues for more than
    90 days, either party may terminate without liability.

1. Confidentiality
   Both parties shall maintain strict confidentiality
   regarding all information disclosed. This clause is binding.

2. Exclusivity / Non-shop
   During the period of negotiation, each party agrees not to
   solicit or negotiate with third parties. This period is
   typically 90 days. Binding clause.

3. Expenses
   Each party shall bear its own costs. Non-binding.

4. Principal Terms
   The parties intend to negotiate a definitive agreement
   on the following principal terms: [list]. Non-binding.

3. Product Warranties

3.1 Seller represents that:
(a) It owns or has rights to all IP in the Products;
(b) All Products comply with applicable law;
(c) It has all necessary authority to enter into this Agreement.

3.2 Seller warrants that:
(a) All Products are free from defects for 12 months
    from delivery;
(b) Products shall perform in accordance with Specification.

5. Indemnification

5.1 Seller shall indemnify Buyer for:
(a) Third-party claims of IP infringement;
(b) Product liability claims arising from defective Products;
(c) Breach of representations and warranties.

5.2 Buyer shall indemnify Seller for:
(a) Buyer's modifications to Products;
(b) Misuse of Products;
(c) Breach of Buyer's obligations hereunder.

6. Limitation of Liability

6.1 Cap on Liability
    In no event shall either party's total liability
    exceed fees paid in the preceding 12 months.

6.2 Exclusion of Damages
    Neither party liable for indirect, consequential,
    lost profits, or punitive damages.

6.3 Exceptions to Cap
    Cap does NOT apply to:
    (a) Breach of Confidentiality
    (b) IP Infringement
    (c) Gross Negligence
    (d) Payment Obligations
    (e) Indemnification Obligations

7. Force Majeure

7.1 Force Majeure Event means [standard definition]

7.2 Excluded Obligations
    Force Majeure does NOT suspend:
    (a) Payment obligations
    (b) Confidentiality obligations
    (c) Indemnification obligations