Findlaw for Small Business
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Thursday, Aug. 28, 2008

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Although all contracts can be somewhat different, there are certain contract terms that are among the most commonly included in business contracts.Not all of these provisions will be included in every contract, and most contracts will include additional provisions that relate specifically to their particular subject matter.The following checklist is, however, a basic and general guide as to what provisions it may be important to include, or at least consider, in the business contracts that you enter into.

    Identity of the parties

  • Individuals or business entities?
  • If businesses, what type? (partnership, corporation, etc.)
  • Name of person signing on behalf of the business
  • Signer's official title
  • Does he or she have authority to bind the business?

    Addresses of the parties

    Purpose(s) of the contract

    Underlying assumptions

    Contract terms

  • In general
  • Duties of each party
  • Rights of each party
  • Relevant dates
  • Relevant prices or other dollar amounts
  • Relevant quantities
  • Payment terms
  • Lump sum, COD, installments?
  • Payment due dates
  • Taxes
  • Interest
  • Late fees

    Warranties

    Disclaimers

    Limitations on liability

    Liquidated damages

    Confidentiality provision

    Indemnification agreement

    Default

    Arbitration clause

    Governing law

    Venue of lawsuits involving the contract

    Statement that contract constitutes entire agreement

    Severability of individual provisions

    Signatures of authorized signatories

    Notarization