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 Contracts
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Contract Checklist
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Contract Checklist
1. Identity of Parties
Name
Type of entity of each
party (corporation, LLC,
etc.)
Addresses
2. Recitals
Background of agreement
Purpose for entering
into the contract
Key assumptions for the
contract
3. Obligations of the
Parties
What is each side
required to do?
By what date?
If something has to be
delivered, whose
obligation is it and at
whose cost?
4. Terms of the Contract
Is the contract a
one-shot situation or
will it last for some
designated time period?
How can the term be
renewed or extended?
5. Price
What is the price for
the product or service?
Is it a fixed price,
determined by a formula,
by a project fee, or
some other manner?
Who pays any tax?
6. Payment Terms
When is payment due?
Will there be
installment payments?
Will interest be
charged?
Is there a penalty for
late payment?
7. Representations and
Warranties
What representations and
warranties are to be
made by the parties?
Are certain warranties
disclaimed (e.g.,
merchantability or
fitness for a particular
purpose)?
How long are any
warranties good for?
8. Liability
What limitations of
liability exist (e.g.,
no liability in excess
of payment received, or
no liability for
consequential damage or
lost profits)?
Under what circumstances
is one party liable
(e.g., material breach
of agreement or grossly
negligent in performing
services)?
9. Termination of
Contract
When can one party
terminate the contract
early?
What are the
consequences of
termination?
What post-termination
obligations are there?
10. Confidentiality
What confidentiality
obligations are there?
What are the exclusions
from confidentiality?
11. Default
What are the events of
default?
Does a party have a
period to cure a
default?
What are the
consequences of a
default?
12. Disputes
How are disputes to be
handled � litigation,
mediation or
arbitration?
If arbitration, what
rules will govern?
(e.g., JAMS/Endispute or
the American Arbitration
Association)
If arbitration, how many
arbitrators and how will
they be picked?
If arbitration, will
there be procedures for
discovery and what the
arbitrator can and can't
do?
If litigation, where can
or must the litigation
be brought?
13. ndemnification
Is there indemnification
for certain breaches or
problems?
What is the procedure
required to obtain
indemnification?
Is there a cap on or
exclusions from
indemnification?
14. Miscellaneous
Governing law
Attorneys fees
Modification of
Agreement
Notice
Entire Agreement
Severability
Time of the Essence
Survival
Ambiguities
Waiver
Headingsv
Necessary Acts and
Further Assurances
Execution
Jury Trial Waivers
Specific Performances
Representation on
Authority of Parties
Force Majuere
Assignment
15. Signatures
What authority is
required for one party
to sign the contract
(e.g., Board of
Directors approval)?
How many signatures are
required?
Are the signature blocks
correct? For
corporations, this is a
typical appropriate
signature block:
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