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 who’s 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....