This checklist contract terms and provisions template has 7 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our checklist contract terms and provisions template:
CHECKLIST for complete contracts terms Not all items are relevant in all contractual situations. In some situations, other provisions may be appropriate that are not listed below. The following checklist is, however, a basic and general guide as to what provisions it may be important to include, or at least consider, in the business contracts that you enter into. This document is not intended to substitute for legal advice nor legal wording provided by a competent advisor in the relevant legal jurisdiction. Title of contract Identity of the parties Individuals or business entities If businesses, what type? (partnership, corporation, LLC, etc.) Name of person signing on behalf of the business Signer's official title Does he or she have authority to bind the business? Addresses of the parties Recitals Purpose(s) of the contract Background of agreement Underlying assumptions Key assumptions for the contract Restrictions Identifies any limitations in use of the supplied services and/or products (e.g., software can only be installed and used by the buyer on one machine at any given time, with permission to make one back-up copy). 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? Contract terms Duties of each party Rights of each party Relevant dates Relevant quantities Is the contract a one-shot situation or will it last for some designated time period? How can the term be renewed or extended? Lump sum, COD, installments? Payment due dates Taxes Interest Late fees Ownership of Intellectual Property Outlines the ownership of copyright, patents, source code, executable code, documentation, content and all other deliverables supplied under the contract. 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? Disclaimers Limitations on 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)? Termination of Contract When can one party terminate the contract early? What are the consequences of termination? What post-termination obligations are there? Liquidated damages Confidentiality provision What confidentiality obligations are there? What are the exclusions from confidentiality? Indemnification agreement 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? Default What are the events of default? Does a party have a period to cure a default? What are the consequences of a default? Arbitration clause How are disputes to be handled - litigation, mediation or arbitration? If arbitration, what rules will govern? 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? Waiver An assertion that any delay or partial pursuit by one party of its rights against the other party does not constitute a forfeiture of the right to later seek further or complete remedy or redress to a situation, should the need arise. Assignment Identifies if either party to the contract can transfer the contract, in whole, or in part, to another party, and under what conditions (if any). Severability Explains that if any of the provisions of the contract are rendered null and void, all other provisions remain in force. Notice Describes how and where the parties shall formally communicate to each other in the event they need to take such action (e.g., all notices shall be deemed to have been received by the other party within five working days if sent by regular mail to the addresses below). Entire Agreement Explains that the written contract is the only description of the agreement between the vendor and buyer, regardless of what may have been previously stated or written down. Explains the process for updating the contract (often based upon mutual agreement, in writing). Governing law Signatures of authorized signatories 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? Notarization Miscellaneous Attorneys fees Modification of Agreement Time of the Essence Survival Ambiguities Headings Necessary Acts and Further Assurances Execution Jury Trial Waivers Specific Performances Representation on Authority of Parties Force Majeure Company seal Witness(es) example Complete provisions for contracts Following are example of provisions that you might want to copy and paste to your contracts. Remember that these provisions are not intended to substitute for legal advice nor legal wording provided by a competent advisor in the relevant legal jurisdiction. Choice of Law This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by [e.g., California] law, excluding any laws that direct the application of another jurisdiction's laws. Attorney Fees Provision In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded its reasonable attorney fees, and costs and expenses incurred. Notice Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (a) in person, (b) by certified mail, postage prepaid, return receipt requested, (c) by facsimile, or (d) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall be addressed as follows: [full address] or to such other address as either party may from time to time specify in writing to the other party. Any notice shall be effective only upon delivery, which for any notice given by facsimile shall mean notice which has been received by the party to whom it is sent as evidenced by confirmation slip. Modification of Agreement This Agreement may be supplemented, amended, or modified only by the mutual agreement of the parties. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by all parties. Entire Agreement This Agreement and all other agreements, exhibits, and schedules referred to in this Agreement constitute(s) the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings or agreements of the parties. This Agreement may not be contradicted by evidence of any prior or contemporaneous statements or agreements. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation, understanding, agreement, commitment or warranty outside those expressly set forth in this Agreement. Severability of Agreement If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part thereof shall be stricken from this Agreement, and such provision shall not affect the legality, enforceability, or validity of the remainder of this Agreement
