Question 1

This agreement shall be for a period of two years from the date hereof and shall thereafter be ____ for further successive periods of two years&#10;A) renovated&#10;B) renewed&#10;C) carried on&#10;D) staggered

Accepted Answer

The word "renewed" indicates that the agreement can be extended for another two-year term after the initial two-year period. The other options ("renovated," "carried on," and "staggered") do not accurately convey the intended meaning of the sentence.

Question 2

PROVIDED ALWAYS that the Distributor shall have achieved a level of sales to the satisfaction of the Company and also subject to the provisions for _____ hereinafter appearing.&#10;A) canvellation&#10;B) termination&#10;C) repudiation&#10;D) ending

Accepted Answer

The phrase "subject to the provisions for termination hereinafter appearing" indicates that the potential consequence for not achieving a satisfactory level of sales is termination of the distribution agreement. Therefore, the correct term to fill in the blank would also relate to termination, making option B (termination) the best choice. Canvellation (A) and repudiation (C) are not commonly used terms in this context, and ending (D) is too vague.

Question 3

The English language shall be the ___ language for the purpose of interpreting this Agreement.&#10;A) dominating&#10;B) main&#10;C) controlling&#10;D) superior

Accepted Answer

The correct term in legal contexts for the language used to interpret an agreement is "controlling." This means that in the case of any discrepancies or ambiguities, the version of the document in the controlling language will be considered authoritative.

Question 4

All ____ between Company and Representative shall be in the English language.&#10;A) letters&#10;B) written exchanges&#10;C) correspondence&#10;D) intercourse

Accepted Answer

"Correspondence" is the most comprehensive term for written exchanges between two parties.

Question 5

Any notice given under this Agreement shall be in writing and signed by or ____ the party giving it&#10;A) for&#10;B) under the auspices of&#10;C) on behalf of&#10;D) on the instructions of

Accepted Answer

The phrase "on behalf of" is commonly used to indicate that someone is acting as a representative or agent for the party giving the notice.

Question 6

and may be served by leaving it or sending it by fax, prepaid recorded delivery or registered post to the address and for the attention of the relevant party set out in clause 15.2 (or as otherwise notified from time to time hereunder) Any notice so served by fax or post shall be ___ to have been received.

A) considered
B) estimated
C) assumed
D) deemed

Accepted Answer

The term "deemed" is commonly used in legal language to mean "considered as if" or "treated as if," indicating that the notice will be considered received, even if there is no proof or confirmation of receipt. Therefore, option D is the best choice.

Question 7

Neither party may ___ its rights or obligations hereunder without the prior written consent of the other party, which may not be witheld arbitrarily, nor may this agreement by assigned by operation of law.

A) assign
B) relinquish
C) pass on
D) abdicate

Accepted Answer

The word "assign" is the most appropriate choice as it directly refers to transfer of rights or obligations from one party to another. "Relinquish" and "abdicate" refer to giving up or renouncing something, but do not necessarily involve a transfer to another party. "Pass on" can also refer to transfer, but is not as commonly used in legal contexts as "assign."

Question 8

Any ___ assignment in the absence of such written consent shall be void.&#10;A) purported&#10;B) attempted&#10;C) alleged&#10;D) so-called

Accepted Answer

The word "purported" means claimed or alleged, often without proof. In legal contexts, a "purported assignment" refers to an assignment that is claimed to be valid but may not be legally recognized without proper consent.

Question 9

This agreement is the whole agreement ___ the parties&#10;A) of&#10;B) between&#10;C) under&#10;D) for

Accepted Answer

The correct preposition to use in this context is "between." The phrase "whole agreement between" indicates that this agreement is the entire understanding or arrangement reached by the parties involved. The other prepositions do not fit grammatically or convey the intended meaning.

Question 10

... and ___ all previous written and oral agreements, understandings and commitments between the parties.&#10;A) replaces&#10;B) extinguishes&#10;C) displaces&#10;D) supersedes

Accepted Answer

Supersedes means to take the place of something that came before it, usually because it is considered to be no longer valid or accurate. Therefore, option D is the best choice for the given sentence.

Deck 8: Contract Clauses: Types and Specimen Clauses