Key Clauses Research Articles

The Importance of Selected Clauses in International Sales Contracts from the Point of View of Risk Perception and Attitude

Abstract Research background Universally, it remains unknown which clauses used in international sales contracts are seen by the business sector as crucial for reducing perceived risks. It is also unknown whether there is a relationship between companies’ attitudes toward risks and the number of clauses they consider essential in international sales contracts for this purpose. Purpose The paper surveys how Czech companies assess the importance of selected clauses in an international sales contract when trying to reduce the risks they perceive. The primary purpose is to learn whether there is a concordance with the available literature on the number of clauses considered important, key, or necessary for reducing risks. Research methodology Companies were offered nine clauses commonly used in international sales contracts and were asked to rate them according to their importance for reducing risks. Furthermore, possible relationships between companies’ attitudes toward risk and the number of clauses these companies perceive as important from the point of view of their risk attitude were investigated. Results Whereas the existing literature provides different numbers of key clauses a sales contract shall include to make such a contract safe enough from the perspective of the perceived risks, the 114 surveyed Czech companies mostly gave the highest level of importance to four of the nine assessed clauses only. These clauses are the identification of parties, price setting, the object of sale and payment terms. There is an indication that companies with an aggressive attitude toward risks could consider fewer clauses as important. Novelty The study suggests that the number of clauses that are formulated with enough care for the sake of risk reduction is lower than the numbers proposed by the existing sources. The authors contradict extant academic business literature and expert texts on the issue in question by launching the first survey among companies ever. Note This paper is a significantly modified and extended version of a text presented at the 48th EIBA Annual Conference – Oslo, in December 2022.

Utilizing ISO 27001:2022 to Design Information Security for BPRACo SME Digital Transformation

In the digital age of the Industrial Revolution 4.0, organizations like BPRACo must undergo Digital Transformation (DT). A significant challenge is the lack of adequate information security controls, which can lead to DT failure. Smaller banks, such as BPR, face difficulties in adopting effective information security management strategies that are proven for larger institutions. This study aims to identify the application of ISO 27001:2022 standards and develop an information security management system focusing on the most critical annex clauses for SME digital transformation. It also seeks to evaluate and analyze the impact of an information security management system aligned with these key clauses on SME DT success. The research employs a five-stage Design Science Research (DSR). Data were collected through interviews and document analysis, then analyzed using the ISO 27001:2022 framework for Information Security Management Systems (ISMS). The study identified six priority Clause and Annex controls for BPRACo. Based on the gaps, six essential solutions were designed, compiled into an implementation roadmap to enhance BPRACo readiness for full ISMS implementation and certification, supporting DT success in small banks. This research provides valuable insights and practical implications for information security management in small banks.

The Copyright Amendment Bill: A New Vista for Fair Remuneration for South African Creators and Performers?

Abstract The South African Copyright Amendment Bill (CAB) was passed by parliament on 29 February 2024. From the formal commencement of the legislative process for the enactment of the CAB, by way of its introduction to parliament in 2017 to its eventual passage and afterwards, there has been very serious debate about whether or not the CAB will live up to the objectives it is formulated to achieve. The debate has mainly been centred around the limitations and exceptions the CAB seeks to introduce into the copyright regime in South Africa. This debate has the effect of blurring other key proposals in the CAB that are geared towards ensuring and promoting fair remuneration for creators and performers in South Africa’s creative industries. Building on previous work and based on desk research, this paper undertakes an in-depth analysis of key clauses in the CAB relating to equitable remuneration and fair royalty, reversionary right, licensing of orphan works, artist resale royalty and regulation of collective management organisations (CMOs) in order to illuminate and ignite debate on the CAB’s proposals aimed at ensuring fair remuneration for South African creators and performers.

지역단위 지속가능발전 추진 실태 진단: 충남 13개 시·군을 대상으로

This study aims to assess the state of implementation of institutionalization related to regional sustainable development from the perspectives of sustainable development and cooperative governance. To this end, we surveyed 13 cities and counties in Chungnam-do, examining relevant ordinances, implementation systems such as means and foundations, and the status of sustainable development councils, and conducted in-depth interviews with key activists to understand the current situation at close range. The research findings reveal, first, that many ordinances lack explicit provisions regarding the effectiveness and certain key clauses. Second, none of the cities and counties have properly established implementation systems, including means and infrastructure, for sustainable development. Third, the sustainable development conferences, which are practically leading regional sustainable development, face significant challenges in terms of human resources, budget, and fulfilling their designated functions and roles. Taken together, we find that the institutionalization of sustainable development is weak and the enabling environment is very poor. A lack of awareness and will to act by local governments is cited as a key cause. In this regard, the study suggests strengthening the private sector as a social pressure measure to stimulate local government change and innovation, and proposes to put it on the agenda.

Intelligent detection on construction project contract missing clauses based on deep learning and NLP

PurposeThe number of construction dispute cases has maintained a high growth trend in recent years. The effective exploration and management of construction contract risk can directly promote the overall performance of the project life cycle. The miss of clauses may result in a failure to match with standard contracts. If the contract, modified by the owner, omits key clauses, potential disputes may lead to contractors paying substantial compensation. Therefore, the identification of construction project contract missing clauses has heavily relied on the manual review technique, which is inefficient and highly restricted by personnel experience. The existing intelligent means only work for the contract query and storage. It is urgent to raise the level of intelligence for contract clause management. Therefore, this paper aims to propose an intelligent method to detect construction project contract missing clauses based on Natural Language Processing (NLP) and deep learning technology.Design/methodology/approachA complete classification scheme of contract clauses is designed based on NLP. First, construction contract texts are pre-processed and converted from unstructured natural language into structured digital vector form. Following the initial categorization, a multi-label classification of long text construction contract clauses is designed to preliminary identify whether the clause labels are missing. After the multi-label clause missing detection, the authors implement a clause similarity algorithm by creatively integrating the image detection thought, MatchPyramid model, with BERT to identify missing substantial content in the contract clauses.Findings1,322 construction project contracts were tested. Results showed that the accuracy of multi-label classification could reach 93%, the accuracy of similarity matching can reach 83%, and the recall rate and F1 mean of both can reach more than 0.7. The experimental results verify the feasibility of intelligently detecting contract risk through the NLP-based method to some extent.Originality/valueNLP is adept at recognizing textual content and has shown promising results in some contract processing applications. However, the mostly used approaches of its utilization for risk detection in construction contract clauses predominantly are rule-based, which encounter challenges when handling intricate and lengthy engineering contracts. This paper introduces an NLP technique based on deep learning which reduces manual intervention and can autonomously identify and tag types of contractual deficiencies, aligning with the evolving complexities anticipated in future construction contracts. Moreover, this method achieves the recognition of extended contract clause texts. Ultimately, this approach boasts versatility; users simply need to adjust parameters such as segmentation based on language categories to detect omissions in contract clauses of diverse languages.

The legal aspects of hotel rate parity

This research note delineates the conflict of hotel rate parity and key clauses of competition laws in both Europe and the U.S. We trace the origin of hotel rate parity to the principle of most favored nation (MFN) in international trade agreements. We show that rate parity challenges two pillars of competition law. Under rate parity agreements, it is travel intermediaries—not hotels—that demand rate parity, which comes down to the dominance of travel intermediaries over small and independent hotels. The courts view MFN status as a hindrance to competition and therefore in violation of competition law. The trend and message in Europe are clear: the clause is most likely to be judged as not complying with EU competition law and its national equivalents. In the U.S. though, a lack of case decisions precludes us from reaching any conclusion about the fate of the MFN clause.

Artificial Intelligence Applied to Contracts: Panacea or Poison?

The use of artificial intelligence (AI) in contract writing has led to the emergence of new and innovative contractual practices, including in drafting, execution and dispute resolution. This article presents the different aspects of the use of AI in the design and management of the different contracts of working life, focusing on the key vigilance points for contracting AI and the key clauses that need to be included in contracts to ensure legal compliance and stakeholder protection. A proactive, enlightened and adaptive approach is essential to ensure that the benefits of AI are maximized while minimizing risks and preserving the fundamental principles enshrined in international treaties and the Moroccan constitution. In addition, it also raises questions about the future of the legal profession and the need for lawyers to develop new skills to work with AI.

Prvý oddíl čtrnáctého dodatku Ústavy Spojených států: původní význam a výklad

The paper analyzes the first section of the Fourteenth Amendment to the United States Constitution and its four key clauses – the citizenship clause, the priviliges or immunities clause, the due process clause and the equal protection clause. Special attention is paid to the debates of the members of the 39th Congress which offer an insight into the original understanding of terms and phrases used in the text of the Amendment and that make possible to understand the context of its origin. The paper tries to describe the most likely original meaning of the individual clauses of the first section and analyze their possible various interpretations that often stand in direct opposition. While it can be reasonably assumed that during the times of the passing and ratification of the Amendment its objective was fairly limited, reflecting the post-war political reality in the United States, during the decades following ratification the Amendment started to be applied to issues that until then had been completely in the hands of the legislatures and depending on the democratic discussion on both federal and state level. The authors quoted in this paper can not be assigned to just one method of interpretation and legal philosophy, to the contrary, the paper aims to confront different views on the Amendment and its original meaning and based on it reach a conclusion; therefore both the view seeing the meaning of the Amendment as limited, held for example by professors Charles Fairman and Raoul Berger, and the perspective that sees its objectives as broader, represented for example by professors Michael Kent Curtis and Randy Barnett, are mentioned.

The Role of the Prosecutor in Implementing a Right to Rehabilitation in Criminal Proceedings

The authors examine the powers of the prosecutor in the implementation of the rights of persons who were criminally prosecuted unlawfully or without good reasons. The goal of this work is to determine the role of the prosecutor in the exercise of the powers according to Chapter 18 of the Criminal Procedure Code of the Russian Federation and to identify the problems of the prosecutor’s participation in the implementation of the right to rehabilitation. The authors analyze the key clauses of the Criminal Procedure Code of the Russian Federation that prescribe the rehabilitation procedure in criminal proceedings, the key powers of the prosecutor in the rehabilitation procedure for a person who was criminally prosecuted unlawfully or without good reasons, as well as inter-departmental legal acts that state the powers of the prosecutor during the participation in cases of rehabilitation in criminal court proceedings. Besides, the article presents the opinions of researchers of legal proceedings and positions of Russian courts that allowed the authors to determine the role of the prosecutor in the examination of rehabilitation questions. The analysis revealed gaps in criminal procedure legislation that make it possible for the prosecutor to realize the function of prosecution regarding the implementation of the right to rehabilitation within court proceedings.

Criminal Code of the Democratic People's Republic of Korea: Recent Trends

Criminal law of the Democratic People’s Republic of Korea is not stagnant, it is developing under the influence of international community, and this dynamics is of special interest for research that analyzes changes to the Criminal Code of the DPRK with the goal of understanding if there is a trend in North Korea for getting closer to the world community. Naturally, the reclusiveness of the DPRK does not make any speedy changes in its criminal policy likely, and we can only expect an evolutionary transformation of the policy in this sphere. At the same time, there is no denying the fact that the criminal law of the DPRK is converging more and more with the international standards. The examination of the CC of the DPRK included the analysis of the following: norms-principles and norms-declarations within the law; the structure of North Korean criminal law; its specific legal institutes; the system of punishments under the CC of the DPRK; the responsibility for some types of crimes under this Code. The current CC of the DPRK, adopted in 1950 and amended fifteen times since then, fits harmoniously with the policy of the DPRK. A study of key clauses of the CC of the DPRK, which reveal the attitude of North Korean lawmakers to universally recognized legal values, showed that there is a clear indication of the DPRK’s rapproachment with the international community. It is evident that the criminal law of North Korea is improving. At the same time, although some trends observed in North Korean lawmaking can be viewed as positive from the standpoint of universally recognized legal values, some of its criminal law’s features still make it impossible to conclude that the country has radically changed its criminal policy.

Managing paper trails after Windrush

Stories of those who were victims of the Windrush scandal are characterised by tales of long-lost documents and urgent quests to procure paperwork – maternity certificates, payslips, dental records, school reports – that would attest to a lifetime spent in the United Kingdom. The so-called Windrush generation came to need this paperwork because, although unbeknown to most, the 1971 Immigration Act demanded that from 1973, all migrants must document their ‘legal’ presence in the UK. It was, however, only from 2014 – because of changes in legislation – that now retirement-age Commonwealth citizens, most of whom had migrated to the United Kingdom as children, found themselves facing deportation back to countries that many had not visited for decades (for a historical account of the legislation and politics that led to the Windrush scandal, see Olusoga 2019). The 2014 Immigration Act deleted a key clause of the 1999 legislation that had provided long-standing Commonwealth residents with protection from enforced removal (Taylor 2018). Some of those affected by this updated legislation report that they believed themselves to be legitimate citizens of the British state and therefore did not need to prove their right to be resident through such documentation (for case studies, see Gentleman 2019). In this case, as well as in common-sense thought more generally, documents and paperwork are understood to hold the ‘truth’. Uncover it and their holder’s rightful status will be triumphantly revealed. As such, documents are imagined to act as unambiguous mechanisms of inclusion, their absence therefore denoting the exact opposite.

Syndicated Lending in Nigeria: Questions and Answers

This is a question and answer styled report on syndicated lending in Nigeria. This article highlights documentation, procedural requirements in syndicated facility agreements, as well as key clauses that address problems that may arise in these kinds of agreements in order safeguard the interests of various parties in a syndicated loan facility in the Nigerian legal space.

Об особенностях использования тренажеров при реализации образовательных программ (на примере подготовки специалистов для транспорта)

The introduction of high technology results in growing demand for practical skills that constitute inherent part of employees’ qualifications acquired through on-the-job training as well as during education period. New information and computer-based technology enhances possibility and extends fields of simulation-based training, allowing to integrate elements of virtual reality into the learning process. Effectively the use of simulators has become widespread in education degree programs of high vocational and higher education, as well as in professional training and retraining of the employees in most economic sectors. Regardless of wide expansion of simulation-based training it meets problems of insufficient legal regulation regarding its application in some fields of economic activity. The objective of the paper was to explore approaches to legal regulation of core terms and definitions referred to simulation-based learning in different education fields and sectors of the economy. The suggested analysis of key clauses of Russian national laws is followed by the selected examples of best practices of integration of simulation-based learning into staff training in Russia and other countries. The transport education and training in Russia is now the field where simulators are used in most systematic way, and that is proved by the set of existing national laws and technical regulations, by the consistent implementation of international conventions governing the use of simulators, and by relevant practices. The research allowed to reveal the fields where legal regulations still need to be developed, and to suggest spheres of further development of concepts and differentiation of definitions regarding simulation-based training considering introduction of new computer-based technology.

Nilai-Nilai Islam Dalam Pelaksanaan Sistem Pengurusan Kualiti ISO 9000: Kajian Kes Di Institusi Pengajian Tinggi Malaysia (Islamic Values in Quality Management System ISO 9000 Implementation: A Case Study in Malaysia Higher Education Institution)

The ISO 9000 Quality Management System is widely implemented in various sectors in Malaysia, including in the higher education sector. The main objective of implementing ISO 9000 in Higher Education Institutions (HEIs) is to improve the quality related to administrative as well as academic matters. Implementation of ISO 9000 emphasizes on key clauses namely quality management system, risk management, resource management, product realization, analysis and continuous improvement. All these clauses emphasize on technical aspects. Therefore, the value aspect should also be emphasized that the practice of ISO 9000 can be implemented in a balanced way. The objective of this article is to examine Islamic values in the implementation of ISO 9000 in Malaysian HEI. This qualitative study uses a public HEI located in the Klang Valley as a case study. Semi-structural interview is used as a data collection method. The data were analyzed using thematic analysis method. The research findings show that there are five Islamic values practiced in the implementation of ISO 9000 namely Shura, Itqan, discipline, responsibility and Istiqamah. All of these Islamic values help in implementing ISO 9000 effectively in Malaysian HEI.

On the New System of Recording and Registration of Complaints, Statements and Other Information on Criminal Offenses

The article is devoted to the analysis of statistical information on criminal offenses between 2012 and 2017. The authors take into account the specific features of the amended model of criminal proceedings and the new system of records and registration of statements and reports on criminal offenses. As there is no data on the statements and reports to the pre-trial investigation bodies for 2015–2017 or the judgments on them for the Republic as a whole, the comparison was carried out for the statistical data on Karaganda Region in different periods. The analysis and comparison of the available information on Karaganda Region was used to explain the unjustified reduction of the volume of registered criminal offenses in 2015–2017. The authors developed a formula that helps to determine the causes of this situation, typical not only for this Region, but for the whole Republic since 2012. The article highlights the problem areas connected with the key clauses of the Rules for Records and Registration of Complaints, Statements and Reports on Criminal Offenses as well as with maintaining the Single Registry of Pre-Trial Investigations, approved by the Order of the General Prosecutor for the Republic of Kazakhstan of September 19, 2014, No 89. The authors describe disputable aspects of the law enforcement practice. Besides, using the analysis of the previous and current systems of records and registration of complaints and statements on criminal offenses, the authors make an attempt to stabilize the situation in the sphere of records and registration. They draw attention to the fact that in the past all complaints and statements on crimes were to be registered, and this information was entered in the Book of Records of Complaints, Statements and Information. After the new order of registration and recording of complaints and statements on criminal offenses was introduced, the information from the Book of Records of Information is only statistically relevant if these complaints are registered in the Single Registry of Pre-Trial Investigations.

On Overcoming Corruption Barriers in the Services' Market Formation in the Common Economic Space of the Eurasian Economic Union

The contractual and legal basis of the Eurasian Economic Union (EAEU) provides for the creation of the common economic space and a common market of services without any administrative, fiscal or other barriers. In fact, access to the market of services is limited by various barriers that possess corruption-generating properties. The paper describes the importance of cooperation between EAEU members in counteracting corruption with the purpose of economic integration. The implementation of the UN Convention against Corruption and other global instruments at the EAEU level is significant because it simplifies the processes of economic integration by overcoming the existing administrative barriers. The author discusses some administrative barriers that prevent investors working in special economic zones from accessing the service market, including those connected with determining the types of activities for special economic zones, selecting the projects of special economic zones participants, drawing contractual agreements between investors and the administration of a special economic zone. The author also summarizes the doctrinal position on the interaction between global and regional instruments of counteraction corruption, studies the impact of corruption on the formation of the common economic space, the volume of foreign investment and other economic aspects of regional integration. He outlines the necessity of overcoming administrative, fiscal and other barriers that have corruption-generating properties by adopting the Eurasian Anticorruption Strategy as a more flexible document that could make it possible to implement the key clauses of the UN Convention against Corruption in the Eurasian conditions and use the experience of creating a regional system of counteracting corruption-generating administrative barriers in the legal systems of APEC, OECD and the Council of Europe.

The Chapeau: Stringent Threshold or Good Faith Requirement

The international trading order has lately come under increased pressure: the Comprehensive Economic and Trade Agreement (CETA) struggles to pass ratification; the Regional Comprehensive Economic Partnership (RCEP) negotiations are stalled; and the Trans- Pacific Partnership (TPP) has been downsized. The overarching issue is to find the right balance between trade liberalization, on the one hand, and non-trade values, on the other hand. Critics of the current system point out that the law as it stands emphasizes excessive trade liberalization to the detriment of the regulatory autonomy of national lawmakers. The author submits that the key clause affecting the entire system is the introductory clause of the general exceptions: the chapeau. This clause also features in free trade agreements (FTAs) and international investment agreements, as it is common practice to draw on the language of the WTO Agreement. The interpretative conflict pivots around two extremes: On one end of the spectrum, the chapeau is read as a stringent threshold requirement, thus reducing the policy space of states to regulate public welfare matters. On the other end, the chapeau reaffirms the tenet of good faith, which guides the performance of every treaty in any event. The author argues that the meaning of the chapeau should be clarified by negotiators in future FTAs, such as RCEP, with a view to curtailing its restrictive clout while maintaining its potential to promote good governance, notably administrative due process, and advances a concrete proposal to this effect.

The Availability of ISO 9001-2015 requirements

This research attempt to study ISO 9001-2015 requirements availability in CIHAN University campus, the research problem interpreting by the main question deals with the requirements of ISO 9001-2015 which are represented by ten clauses, three of them are key clauses (scope, normative references, terms and definitions). The research use a questionnaire as a main tool for gathering data, a sample of nine department's heads asked about the availability of seven clauses (context of the organization, leadership, planning, support, operation, performance evaluation and improvement), according to three options (applied and documented, applied and not documented, not applied and not documented). The result show that the highest percentage coverage gained by second clause (5. Leadership), and the lower percentage were for third one (6. Planning), while the application and documentation of clauses 1, 8 (context of the organization) and (operation) gained the upper rate of agreements between the department's heads ((77%) for both). The researcher suggests to overlaps difficulties and fills the gaps to make all clauses available, so it's necessary to make some preparations dealings with deploying the philosophy of ISO, so the nine departments’ heads invited to put their concerns at planning activities by define actions and external environment.

The Practice Integration Profile: Rationale, development, method, and research.

Insufficient knowledge exists regarding how to measure the presence and degree of integrated care. Prior estimates of integration levels are neither grounded in theory nor psychometrically validated. They provide scant guidance to inform improvement activities, compare integration efforts, discriminate among practices by degree of integration, measure the effect of integration on quadruple aim outcomes, or address the needs of clinicians, regulators, and policymakers seeking new models of health care delivery and funding. We describe the development of the Practice Integration Profile (PIP), a novel instrument designed to measure levels of integrated behavioral health care within a primary care clinic. The PIP draws upon the Agency for Health care Research & Quality's (AHRQ) Lexicon of Collaborative Care which provides theoretic justification for a paradigm case of collaborative care. We used the key clauses of the Lexicon to derive domains of integration and generate measures corresponding to those key clauses. After reviewing currently used methods for identifying collaborative care, or integration, and identifying the need to improve on them, we describe a national collaboration to describe and evaluate the PIP. We also describe its potential use in practice improvement, research, responsiveness to multiple stakeholder needs, and other future directions. (PsycINFO Database Record

Regulatory verification on safe use of cytotoxic drugs in veterinary clinics and animal hospitals.

Veterinarians are increasingly being asked to provide chemotherapy for veterinary patients. However, chemotherapy agents have cytotoxic effects that can pose a health risk to workers from exposure. There are no published studies examining cytotoxic drug (CTD) contamination in veterinary practices in Australia. CTD use at 13 veterinary clinics and animal hospitals across New South Wales (NSW) was verified for compliance with Work, Health and Safety (WHS) legislation on the effectiveness of exposure control measures. Surface swab sampling was performed to detect the restricted carcinogen cyclophosphamide and seven other CTD. A total of 73 surface swab samples were collected from nine locations associated with CTD delivery, storage, treatment and waste disposal at four veterinary practices, with repeat sampling at two veterinary practices. Compliance with WHS legislation for systematic chemical management, including procedures for safe use of carcinogens, in veterinary practices was high: 4 of the 10 key clauses in WHS chemical management were complied with at all 13 verified workplaces. Surface contamination was detected in three locations, with levels of CTD contaminants ranging from 3.54 to 89 ng per sample. Results showed that, in general, there were safe systems in place to work with CTD in the veterinary practices that were verified in NSW. Areas for improvement were mainly in administrative measures related to hazardous chemical management. Particular attention should be given to raising awareness of the intrinsic hazards of CTD, through training and hazard information provision to staff.