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|German to English translations [PRO]|
Law/Patents - Law: Contract(s) / contract
|German term or phrase: vorbehaltlich|
|Dieser Vertrag tritt zum 1.2.02 in Kraft. Er endet **vorbehaltlich** einer vorherigen Kündigung und der|
Uebergabe des Sclussberichtes an XX am ...
|English translation:Absent...pending / Absent...unless|
I appreciate your concern. This is stylistically ungainly and potentially ambiguous drafting. "Vorbehaltlich" is an expedient, but less than ideal means of lumping these somewhat adverse concepts into the same sentence.
There's a fixed term for the contract, and a final report must be delivered in any case, perhaps even that of prior termination. (A sales prospecting or advertising kind of contract, maybe.)
"Absent prior termination hereunder, it shall terminate on ___, pending delivery to XX of the final report."
[The "hereunder" evokes whatever mechanics of notice are provided for in the contract. Without "hereunder", the clause contains internal conflicts (i.e., "I'll wear black shoes to school, unless I wear brown"). "Pending" could be replaced with "subject, however, to," but that creates its own ambiguities about whether the failure to deliver can, as a practical matter, thwart the prescribed fixed term of the K, when what the draftsman is really after is to retain the contractual remedies in the event the final report is *not* delivered, e.g. specific performance, a provisional (injunctive) remedy.]
The performing party has a limited amount of time to, say, do a study and deliver a final report, otherwise, the K terminates. In that case, delivery of the final report is a condition subsequent, which, if unsatisfied, excuses the other from performance, and terminates the contract for all but purposes of whatever breach remedies are provided for.
"Absent prior termination hereunder, it shall terminate, unless a final report is delivered to XX on ___."
The above is not the misreading by me of the "am" placement it may first appear to be. Just because a sentence is decipherable by exercise of reader presumption doesn't make it clear.
Your third choice is to go with the "subject to" suggestion others have made and let the author reap the apples for oranges harvest of his own comma-free draftmanship: "It shall terminate subject to prior termination and delivery to XX of the final report on __."
Selected response from:
Maureen Holm, J.D., LL.M.
Local time: 12:44
|Although in the end I chickened out and used "subject to,"|
you deserve the points for the extensive explanation. Actually, I like "absent" better, but as I said... :-)
Thanks to everybody!
4 KudoZ points were awarded for this answer
2 mins confidence: peer agreement (net): +5
subject to ..
Local time: 18:44
Specializes in field
Native speaker of: German
PRO pts in category: 156