The Younger Law Blog

Contract Checklist

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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