2 Contract Language INTRODUCTION This chapter ­will provide information and recommendations for numer- ous types of contract clauses. The chapter is or­ ga ­ nized as follows: we address basic clauses that appear in almost all contracts, regardless of the nature of the contract. Next, we address common clauses that appear in vari­ous types of transaction-­specific contracts. As applicable, we also discuss transaction-­ specific tips and ­things to consider. The coauthors’ intent is worth restating ­ here: we intend for this book to be a starting point in your journey to improve your contract-­review, contract-­ drafting, and contract-­management skills. Throughout this book, we cite other resources. We highly recommend that you utilize the resources we cite ­because ­those resources go into much more detail in specific areas. While we briefly discuss confidentiality agreements, some authors have writ- ten entire books on confidentiality agreements. The same is true for ­ hotel contracts. For the purposes of our analy­sis in the sections that follow, we assume that your organ­ization primarily reviews and pro­cesses a contract document that a vendor provides. Even if your organ­ization only uses organization-­ drafted templates, this information ­ will still be useful ­ because vendors ­will often push back on templates other than their own documents. ­ Because many libraries are ­ housed within government organ­izations, it is also useful to provide a short background on the concept of sovereign immunity. In ­ simple terms, sovereign immunity is the concept that the gov- ernment (the sovereign) gets to decide when, where, how, and for what it may be sued. In other words, ­ because of sovereign immunity, the government may only be sued for claims it allows and only in the forums (courts or similar bodies) it allows.1 Learning ­whether your organ­ization has sovereign
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