Regardless of whether the contract is simple or complex, there are a few standard peices most contracts contain:

  • Identification of the parties, including the name and potentially address of the party.
  • Recitations. Stating factual provisions or the purpose of the contract. These recitations are non-binding on the parties.
  • Definitions. These provide a way to interpret contract terms.
  • Substantive clauses. These could include:
    • Term and termination of the contract
    • Party relationships
    • Representations and warranties
    • Pricing
    • Remedies
  • General Provisions. These are also known as miscellaneous provisions and could include:
    • Merger clauses. A merger clause states that the contract is the entire agreement between the parties.
    • Severability. If a provision is improper, then the remainder of the contract can remain in force.
    • Choice of law and forum.
  • Signatures
  • Any Schedules or Exhibits

Will Laursen

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