Edward F. Younger
Tel.:    1-540-582-6885
Tel.:    1-804-632-0156
Fax:    1-540-582-6721 
Contracts

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:
The information on this site is not, nor is it intended to be, legal advice. Please contact us to obtain legal advice pertaining to your situation.