Contract Checklist

1. Identity of Parties

• Name
• Type of entity of each party (corporation, LLC, etc.)
• Addresses

• Background of agreement
• Purpose for entering into the contract
• Key assumptions for the contract

• What is each side required to do?
• By what date?
• If something has to be delivered, whose obligation is it and at whose cost?

• Is the contract a one-shot situation or will it last for some designated time period?
• How can the term be renewed or extended?

• 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?

• When is payment due?
• Will there be installment payments?
• Will interest be charged?
• Is there a penalty for late payment?

• 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?

• 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)?

• When can one party terminate the contract early?
• What are the consequences of termination?
• What post-termination obligations are there?

• What confidentiality obligations are there?
• What are the exclusions from confidentiality?

• What are the events of default?
• Does a party have a period to cure a default?
• What are the consequences of a default?

• 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?

• 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?

• 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

• 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: