You’re finally ready to close the deal! You have agreed upon the critical deal points and only one obstacle remains in the way to a rewarding new business venture: signing the contract. Below is a checklist designed to help you evaluate a contract or identify gaps in your term sheet or letter of intent. Although the checklist is geared toward a services agreement, many of the checklist items are relevant to virtually any type of contract. For any significant contract, at a minimum, you’ll want to consider the issues set forth below. Be aware that under certain circumstances courts may imply missing contract terms so it is critical to ensure that your contract is complete.
- Date of the Agreement
- Name of the Parties
- Recitals evidencing the purpose and intent of the Agreement
- Scope of Services
- Milestones or timetable for delivery or performance
- Change orders or modifications
- Responsibility for providing materials and equipment
- Compensation Structure
- Fees for Services
- Reimbursement for costs
- Payment due dates and billing method
- Responsibility for taxes
- Warranties, Representations, Guarantees, Standard of Care
- Term and Termination
- Minimum initial term
- Permissive termination
- Events of default
- Termination for breach or default
- Rights and remedies upon default
- Confidentiality and ownership of intellectual property
- Scope of license
- Indemnification and Insurance
- Circumstances for indemnification
- Insurance requirements and proof of insurance
- General Provisions
- Entire Agreement
- Attorneys’ Fees
- Alternative Dispute Resolution
- Notice
- Successors and Assigns
- Governing Law
- Jurisdiction and Venue
- Signatures, Titles, and Date
We’ll dig into the details of key terms in future Contracts Competence columns. If you have questions about any of these terms, or want help drafting or reviewing a contract, please contact our Business Law Group partner, David A. Closson at [email protected].