405.305.1046 Susan@boaldinlaw.com

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Contract Checklist – Basic / Initial

When negotiating a contract, a checklist helps you cover the bases.  Below is a simple checklist for the initial stages of a negotiation.  The checklist’s intent is to help you move from conception to a written contract.  The list is not exhaustive.

Parties:
(Name, Address, Contact information, position,…)
Make sure all parties have authority to bind the party for which they sign.

Relationship goals and objectives for each party.
Include any background that adds clarity to the goals and objectives.

Scope of services.
Generally the less ambiguity the better. If something is left ambiguous, have an articulable reason for why you left it ambiguous.
• Define services included.
• What services are not included?
• What are the service levels? How are they measured? How are deficiencies remedied?

List all material assumptions.

Limitations:
• Are there any limitations on the use of a product or service?
• Are there any limits on the liability of any party?

Price:
• What is the price for each product or service?
• How is it calculated? (Describe such that a party unfamiliar with the contract can accurately make the calculations.)
• Are there any discounts (e.g. volume, early payment, bundling,…)
• Late fees
• Payment (lump sum, installments, performance based?)

Contract terms
• Duties
• Key dates and times
• Quantity
• Quality (How is it measured, and what level is required?)
• Is the contract for a single transaction or a continuing relationship?
• Duration
• How can the term be renewed or extended?
• How can a party terminate the contract?
• Taxes (what are they and who pays them?)

Who owns the Intellectual Property? (copyrights, trademarks, patents,…)

Representations and Warranties.

Disclaimers.

Confidentiality.
• What information is confidential?
• How is confidential information communicated and identified?
• What information is not confidential?

Independent Contractor.

Indemnification.

Breach:
• What is necessary to show the occurrence of a breach?
• What are the consequences of a breach?
• How much time does a party have to cure a breach?
• What are the remedies? (liquidated damages, specific performance,…)

Non-compete / Exclusivity.

Assignment.

Notice. (who, how, what, when, and where.)

Entire Agreement.

Modification of Agreement.

Governing law.

Contact us with any comments or questions about the above or your next contract.
Boaldin Law
The Pioneers’ Advocate
405.305.1046

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