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THE A-Z OF CONTRACT CLAUSES (Fourth Edition)

DEBORAH FOSBROOK

ADRIAN C. LAING

THOMSON SWEET & MAXWELL www.sweetandmaxwell.thomson.com

ISBN 978-1-847-03227-0

Price £222.94 (including VAT). A CD is included.

Published December 2007

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A book review by Phillip Taylor MBE, Barrister Desk, The Malet Street Gazette

CLAUSES FOR THOUGHT

Since I reviewed the third edition just over a year ago, this work by Fosbrook & Laing has established itself as the key reference work for both the practitioner and the law student with its concise, trustworthy and comprehensive format. I was watching the latest in a long line of depressing items on television where the issue of the 'small print' was raised. And I immediately thought of 'Fosbrook & Laing' because I had remembered the earlier editions and some of the problems my learners and clients had raised with me over basic contractual issues.

The A-Z book of contract clauses is about the small print and, whilst I recognise this A-Z would be the great remedy for many insomniacs, I found the new edition remains crystal clear, and my best friend when it comes to help with the negotiation and drafting of contracts.

The first edition appeared in 1996, the second in 2003 and the third in 2006. We have a fourth edition appearing quite quickly which introduces a new sub-heading of 'University, Library and Educational' concerning new clauses relating to employment, pensions, copyright notices for emails, and so on. The two new sections at the back cover a practical approach to the main types of groups of clauses which can be found in a contract, and there is also an excellent, short guide to the mistakes, errors and omissions which can occur in agreements.

As the authors said about the previous edition, this work remains an "essential legal, intellectual property and business affairs, reference library" because it gives an easy access (in book form and CD) to thousands of ready to use clauses. This A to Z clauses manual is a combination of the expert knowledge of current intellectual property issues, and contracts with commercial awareness of choices when viewing how rights, undertakings, obligations, indemnities and liabilities can be varied when drafting contract clauses. It will save you valuable billing time and give you experienced suggestions to improve the wording of your client's contracts. It is great for the student and new practitioner who will often come to this subject full of trepidation and go away with newly-found expertise: you choose the main clause heading, select the industry reflecting the business you are advising and you can copy, paste and edit the clauses from the CD.

THE CONTENTS

When the format A-Z is used, there is often a particular knack of finding one's way around the subject-matter. Here you have a useful right-hand side code list of the alphabet which is numbered to cover specific clauses starting with 'absence' and ending with 'zero-rated'. The authors have added a practical summary of the main types of clauses in a contract, a guide to the mistakes, omissions and errors to avoid in contracts, a very useful section on legal, commercial and business website references and a main index in just under 1,000 pages.

Other features which the practitioner or consumer will find of assistance will be to:

* acquire, sub-license, option, distribute, exploit and market a comprehensive range of rights, materials, services, products and date;

* use the clear and comprehensive clauses and terms to help improve negotiation and drafting skills and get contracts concluded more efficiently;

* update, develop and improve their existing agreements, terms of business and website terms and conditions;

* find definitions and wording of phrases: for example, over 50 'Net Receipts' clauses;

* protect their brand, trade mark, artwork, logos and copyright and ensure that third parties do not acquire their material;

* ensure that there are sufficient undertakings as to the quality of services or products to be provided by a company or individual, and that accounting and inspection provisions are in place;

* use the clauses to restrict the legal liability of their company or the rights which they license to third parties;

* increase royalties and develop revenue streams from the exploitation of content from text, images and logos;

*discover associated legal, business and contract clauses through the detailed index at the back;

* use the website reference list just before the index to gather information from government, trade, collecting societies and EU websites.

The authors express one of their main aims as to help with the conclusion of an agreement in a more efficient way (that will impress the client!) in a range of different business activities such as drafting a distribution agreement, commissioning a book, licensing a film, developing a website, exploiting merchandising rights, providing sponsorship, or procuring goods through a tender process- they succeed.

This book sets out to be a 'knowledge-improver' and it does just that. In my law surgery, I get many disgruntled consumers whose main problem is often frustration over the 'small print'. In its own way "Fosbrook & Laing" gives us the best referencing library for those who want detail and help together. There are other books I have reviewed on, say, '500 questions about clauses' (no publishers names mentioned!) or easy guides to understanding 'how we have got into this contract mess, volume 18', for instance. Fosbrook & Laing give the professional and the layman all they need, plus a CD so this work certainly gives clauses for thought.