The legal systems are not the same as regard to the duty of pre-CONTRACTUAL DISCLOSURE. The general principle in civil law is that the negotiating party must proffer the information in his possession which is material as to the other party’s decision. But in common law does not accept any general duty to DISCLOSURE in pre-CONTRACTUAL negotiations. According to this system, during negotiations a party may play his cards close to his chest and hold back information even if he is aware that knowledge of the facts would deter the other side from entering into the contract. The pre-CONTRACTUAL duty to DISCLOSURE is favorable in Islamic law but not generally known as a duty In Iranian legal system except in some particular cases.

Objrctive: The main purpose of the research is to examine the assured, s commitment to disclose information, its basis and scope in the pre-CONTRACTUAL stage in the two legal systems of Iran and the United Kingdom. Methodology: The method used in the research is a descriptive and analytical method that has been done in the context of a comparative study between Iranian law and British law, especially the new British Insurance Law adopted in 2015. Findings: As a general rule, the negotiating parties have no obligation to disclose information to each other. The main rationale and logic behind CONTRACTUAL relations is this matter that each party must protect its own interests merely. In other words, self-interesting is the governing principle in CONTRACTUAL relations and duty to disclose information as a commitment at the pre-contract stage has not been identified yet. However, the insurance contract is the most important exceptions to this general rule. In this contract, as a contract based on utmost good faith, mutual obligations have been recognized to the parties, especially the insured. One of the main pre-CONTRACTUAL obligations of the insured is the obligation to provide related information. Not only the insured must refuse to make a false statement and misrepresentation, but also it is obliged to provide the insurer with essential information so that he or she can make an informed decision to accept the principle of risk and determine its conditions. Although there is no difference of opinion in the insurerd's obligation to disclose information at the pre-CONTRACTUAL stage, there are differences in practice, especially in Iranian law, regarding the scope of this obligation, its basis and effects, which has reduced the benefits of DISCLOSURE. Therefore, it is suggested that the legislator explicitly establish a rule regarding the basis and scope of the insurerd's pre-CONTRACTUAL obligation to DISCLOSURE. Conclusion: In short, it can be said accurate pre-CONTRACTUAL information can help the insurer to predict the insurance risks and to determine the appropriate insurance premium. However, this obligation is not unconditional and it is subject to restrictions such as waiver, lack of awareness, etc. In terms of legal sanctions, breach of this obligation can also lead to cancellation, termination and civil liability litigation.

Today, in the world of trade and diplomacy, before concluding contract, the parties negotiate directly and indirectly. Negotiation, such as mediation, and other alternative solutions provides the necessary facilities for a a binding contract. Of course, negotiation or mediation may not lead to an agreement.. In this case, what executive guarantee is there regarding the DISCLOSURE of commercial or political secrets of one of the parties due to termination of negotiations? This article is done with a comparative approach and a descriptive, analytical method. It also deals with the descriptive analysis of negotiation and its difference with mediation, the rights regarding the termination of negotiations and also the guarantee of the implementation of the protection of trade secrets of the parties in the principles of European contract law and Iranian law. If the termination of the negotiation is in such a way that the other party's commercial and political information is disclosed, he acted against good faith and according to civil liability, it will be required to compensate for the damage.1- INTRODUCTIONAccording to the current rules in the field of global trade and diplomacy, before concluding any agreement and contract, the parties negotiate directly and indirectly. Negotiations such as mediation and other alternative solutions, such as good offices, provide the necessary facilities for an adequate agreement and binding contract. Of course, negotiation or mediation may not lead to an agreement, because the parties are not required to conclude a contract based on the principle of freedom of contracts. In this situation, any of the parties may stop the negotiation without any reason, or delay the negotiation unnecessarily and prevent the settlement of the dispute or reach an agreement and contract. On the other hand, some natural or juridical persons did not intend to make an agreement from the beginning, or they may refuse to make an agreement and contract for various reasons to protect their personal interests and act against good faith and fair behavior. The present study, with the aim of investigating executive guarantees related to the DISCLOSURE of commercial and political secrets of the parties following the termination of negotiations, under the laws regarding the termination of negotiations, investigates the provisions of the principles of European contract law and Iranian law. The present article has been carried out by descriptive and analytical and library research methods.2- THEORETICAL FRAMEWORKIt should be noted here that although many articles have been written in relation to negotiation, a detailed article has not been presented in relation to the topic and question raised in this article.3- METHODOLOGYIn this article, with a comparative approach and with a descriptive and explanatory research method and using library and internet sources, negotiation and its process that leads to a contract or an adequate agreement and its difference with mediation, termination rights, and guarantees The implementation of the protection of trade secrets of the parties has been discussed in terms of the principles of European contract law and Iranian law.4- RESULTS & DISCUSSIONBased on the principle of freedom of contracts, the parties are not only free to enter into a contract or any agreement, but they are also free about the time and place of negotiation before concluding it and how to conduct the negotiation and its duration and process. However, the rights of the parties regarding the process of negotiation and reaching an adequate agreement are limited and must be based on good faith and fair behavior. If one of the parties deliberately or inadvertently or simply based on the change in the economic, political and social situation, puts forward new conditions regarding the agreement and sufficient conclusion of the contract in the negotiation, in a way that causes the negotiation to be prolonged and then terminated, and his behavior is In such a way that causes the DISCLOSURE of commercial and political information of the other party, it acts against the rule of good faith and public laws, and according to the laws of civil liability, it will be required to compensate for damages.5- CONCLUSIONS & SUGGESTIONSIt seems that all the cases mentioned by the principles of European contract law, It is considered as one of the cases and examples of fault. Therefore, if a person enters the negotiation from the beginning without the intention of agreement and the intention of concluding a contract, Or, after starting the negotiation, he no longer intends to agree and he made another decision, but continued to negotiate against good faith, then at a critical stage, he interrupted the negotiation, he is considered to be at fault and is required to compensate for the damage caused. Although termination of negotiations is the negotiator's right, but if he abuses this right and by termination of negotiations, he has caused the DISCLOSURE of commercial, economic, political or even family secrets of the other party, according to the rule of Harm in Islam and the general rules of civil liability, he is required to compensation for the damage.

Nowadays to achieve success in international business world requires being informed of the latest developments in trade area.Notwithstanding its increasing importance in modem business and finance, the subject of assignment of rights has long been neglected by lawmakers. But fortunately "Principles of European Contract Law 2002" and "UNIDROIT Principles 2004" have codified the issue. In this essay, the authors deal with some aspects of this issue in the light of these two Codes and the Iranian regulations.

In modern law, the unconscionability of contracts has become a basis for vast intervention of government in contracts law. Upon this basis, some protective rules were legislated for protection of the consumers' rights and preventing misuse of stronger economic situations and anti-competitive actions. Although, the elements of CONTRACTUAL unconscionability are not as clear as it necessitates. These legal systems have pursued different approaches. The American Law has presented the general theory of the unconscionability of contracts. In some legal systems of European countries, the applicable and operative system has a special place in which precise and particular examples of the unconscionable contracts are considered. On the other hand, the Iranian law has not dealt with the elements of this case. Thus, studying various rules, one can merely achieve few of these examples. It is required for the Iranian legislator to take a certain position for stabilizing the concept of CONTRACTUAL unconscionability, determining the obvious regulations, elements and examples thereof.

According to the solutions provided in the law, the US Federal Reserve is one of the most independent central banks in the world. In Iran, in practice, the composition of the members of the Monetary and Credit Council and the accuracy of the legal conditions for dismissal and appointment of the Governor of the Central Bank and the review of changes in the management of the Central Bank after the change of governments indicate the Central Bank's dependence on the government. From a procedural point of view, a detailed study of the negotiations between members of parliament and the theories of the Guardian Council and the approvals of the Expediency Discernment Council, while passing the relevant laws, shows that there is no correct idea of the central bank's duties and its independence. Regardless of the central bank's domestic goodwill, internationally, the central bank's independence makes it impossible for other countries to seize the central bank's foreign assets under the pretext of the central bank's dependence on the government. In this article, an attempt has been made to compare the independence of the central bank in Iranian and American law with a comparative approach.

Introduction: The share represents the right of its holder on a part of the company, but it is distinct from the Joint ownership of a property. Although the nature of the right of the owner of securities is closer to the objective rather than subjective right, intangibility of the securities make it difficult to identify features and assess the quality of the securities for potential investors. This aspect of securities has resulted in imposing the duty to disclose the information on securities transactions on the primary and secondary market in some legal systems. In Iranian law, Securities Act of 2004 created the mandated DISCLOSURE system for securities transactions in the primary and secondary market. In this article, it is intended to examine if this duty is justifiable according to the special foundations of the Iranian legal system; and if yes, based on what foundations. In short, it can be stated that, given the special features and specific rules governing securities transactions, it is a significant imbalance between investors and powerful market participants in accessing to the information there, and it seems to be necessary to impose the duty to the DISCLOSURE of material facts on the stronger party...

In common law punitive damage is a renowned institution. The traditional approach is that punitive damages are unavailable for breach of contract. The dominant elements (basis) of this approach are non-recognizance the possibility of deterrence and punishment in CONTRACTUAL liability and that punitive damages and efficient breach are heterogeneous. In this article we consider and study that how could justify awarding punitive damages in CONTRACTUAL liability and is there any theoretical justification for this view in French and Iran legal regime? We argue that in these legal regimes in additional to reparation of damages, deterrence and punishment are desired objects. The authors argue that punitive damages are accommodated with defendant conduct. the conduct which has an element that necessitate punishment whether that misconduct accompany with breach of contract or a tortious act.

Considering the large volume of claims regarding ordinary transactions in the legal courts of the country, we find that the existing laws do not have the capacity and effect that the parties have to deal with the CONTRACTUAL relations of individuals. Therefore, it should seek to define new criteria and standards in contract relations with maintaining the principles governing contract law. studying the background of procedure in our country and analyzing the fundamentals of jurisprudence by offering Some examples of this kind of restrictions in Islamic thought-law is one of the purposes of this paper. although Registration Act 1346 must be considered the beginning of the rule, it has been shown that regulation has not been enough to prevent the development of such lawsuits and that by applying more effective mechanisms in the field of contracts such as the development of contracts that must be set up in formal documents and provide guarantees of effective implementation of the necessary platform to address existing challenges.