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Contract Checklist

February 9, 2017

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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