NEWSLETTER-2017

9 COMMERCIAL LAW the users several important issues and characteristics of the contract. The “Body” of ICC Model Contracts invites the parties to agree to one of the stated alternatives, either by filling in a blank space on the contract, or by simply ticking a box. Such alternative solutions are pre- sented side by side under the letters A and B, in order to point out that only one of them can apply. However, they also provide default solu- tions: If the parties do not make a choice by canceling one alternative, one of them will automatically apply. The appendices contain useful information, such as indications on national laws for a particular topic. Important Provisions . There are several common provisions that are included in most of the ICC Model Contracts, such as notices, assignments, amendments, previous agreements, entire agreement, severability, etc. Moreover, ICC Model Contracts provide for a “Good Faith and Fair Dealing” provision, and a “Force Majeure” clause. Sometimes criticized for showing the obvious, I believe that the “Good Faith and Fair Dealing” provision reminds the parties of good faith and, therefore, is useful 14 . The “Force Majeure” clause is not provided for in all of the ICC Model Contracts; however, when it is provided, it is based on the ICC Force Majeure Clause, with the exception of the ICC Model International Sale Contract, which adopts a similar solution to the CISG. ICC Model Contracts offer either arbitration or jurisdiction of national courts as a method of dispute resolution. ICC arbitration is the default solution in the absence of choice, and the Model Contracts drafted after 2002 also provide for ADR in their dispute resolution clause. As for governing law, the parties are encouraged to refer to a- national rules. More recent models provide an applicable law cascade in the following order: the contract, the general principles of law, trade usages and Unidroit Principles. They also contain a warning for the mandatory or directly applicable provisions of the national laws. Contribution to Lex Mercatoria and Soft Law . One of the main goals of the drafting of Model Contracts by the ICC is to contribute to the development of lex mercatoria . ICC Model Contracts form a uniform system of rules that are capable of becoming a further source for the lex mercatoria . Since frequent use of a ICC Model Contract could indicate a common understanding within the community of in- 14 Erdem, p. 521.