Ineffective clause Clause Samples

An "Ineffective clause" is a contractual provision that is deemed invalid or unenforceable, either due to conflict with applicable law, public policy, or because it is otherwise defective. In practice, such a clause may be ignored by courts or replaced with a legally permissible alternative, depending on the contract's severability provisions. The core function of identifying an ineffective clause is to prevent the entire agreement from being undermined by a single problematic provision, thereby maintaining the validity and enforceability of the remaining contract terms.
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Ineffective clause. If individual provisions of this Agreement are or become ineffective, the effectiveness of the remaining provisions shall not be affected. The Parties shall replace the ineffective clause with a legally allowed clause, which will accomplish the intended commercial intention as closely as possible.
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Ineffective clause. If individual provisions of this DPA are or become ineffective, the effectiveness of the remaining provisions shall not be affected. The parties shall replace the ineffective clause with a legally allowed clause, which will accomplish the intended commercial intention as closely as possible. These terms and conditions varies the agreement between the Provider and Uber as referenced in the API Licensing Agreement above and sets out additional terms under which Uber will permit you to use and access Uber Eats APIs (the UPBV Addendum). On and with effect from the Effective Date (set out in the API Order Form), the API Licensing Agreement is amended as set out below, as if the changes in this UPBV Addendum were fully set out in the text of the API Licensing Agreement. Section 1 of the API TOU applies to any conflict between this UPBV Addendum and any other document forming part of the API Licensing Agreement. Nothing in this UPBV Addendum terminates, discharges, or rescinds the API Licensing Agreement, or affects the validity or enforceability of the API Licensing Agreement. All other parts of your API Licensing Agreement remain in full force and effect. Capitalised terms in this UPBV Addendum have the meaning given in the API TOU, unless otherwise specified. The following additional terms apply in respect of Uber Eats APIs:
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Ineffective clause. If individual provisions of this Agreement are or become ineffective, the effectiveness of the remaining provisions shall not be affected. The Parties shall replace the ineffective clause with a legally allowed clause, which will accomplish the intended commercial intention as closely as possible. Signed for and on behalf of: BumbleBee Marketing Services [Customer] Date: Date: As of the date of this agreement, BumbleBee Marketing Services engages the following Subprocessors that may process Personal Data: Subprocessor (entity name) Service provider's location Provided Service Google US Analytics Microsoft 365 US Email Provider In assessing the appropriate level of security account shall be taken in particular of all the risks that are presented by processing, for example from accidental or unlawful destruction, loss, or alteration, unauthorized or unlawful storage, processing, access or disclosure of Customer Personal Data; the encryption of Personal Data; the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident a process for regularly testing, assessing, and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing of Personal Data; measures to identify vulnerabilities with regard to the processing of Personal Data in systems used to provide services to the Customer;
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Related to Ineffective clause

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  • Jurisdiction; Waiver of Jury Trial (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.14. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

  • CHOICE OF LAW & FORUM The state courts of Wisconsin shall be the sole forum for all disputes arising of this Contract. The validity, construction, enforcement and effect of this Contract shall be governed solely by the laws of the State of Wisconsin.

  • Jurisdiction; Venue; Waiver of Jury Trial The Parties hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the state or federal courts situated in New York County, New York (and the appellate courts thereof) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement, or the transactions contemplated hereby, in the state or federal courts situated in New York County, New York, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties waives all right to trial by jury in any action, suit, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement.

  • Applicable Law; Jurisdiction; Waiver of Jury Trial (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), whether at law or in equity, whether in contract or in tort or otherwise, shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the choice of laws principles or any borrowing statute of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action between the parties arising out of or relating to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Court; and (iii) agrees that it will not bring any such action in any court other than the Chosen Court. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.6 shall be effective service of process for any such action. (b) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.13.