1. Revision Control: Keep all revisions even after the contract is signed as it may help define the intent of the parties should a term in the signed contract by unclear/ambiguous. Save revisions by numerical order to so can use the compare function of you system to ensure that the final agreement reflects the intention of the parties. Make sure each page is numbered.
Before you sign the Agreement, there are a number of issues that you should check for to make sure the contract reflects your understanding of the terms and to ensure that is enforceable and draft to best protect against a future dispute and avoid litigation:
1. Make sure all representations and promises that motivated you to make the contract are included in the agreement and they are in the document with the highest priority.
2. If you need to establish priority between individual sections of the contract do you have appropriate “trumping” language to establish the priority?
3. Check the actual party signing the contract has sufficient resources to meet their obligations under the contract.
4. Use the correct legal names of the parties to the contract – this is very important. Ensure that you are contracting with the proper legal business entity and that the person signing the contract as authority from the company to do so.
5. Check for consistent use of parties names in the contract.
6. Make sure all documents, exhibits or other documents that are intended to be part of the contract are referenced as being incorporated into the contract. For example, Pricing/Payment terms, Construction schedules, tenant build out requirements, etc.
7. It is important to expressly state in the contract its effective date for when it starts and a term, when it ends (auto-renewals?).
8. If the document being incorporated into the contract has language that conflicts with the actual contract, you should incorporate terms which provision controls in that case.
9. If there are any handwritten changes, ensure that both parties initial them?
10. Check the contract for the defined terms to make sure that when the defined term are used consistently throughout the contract.
11. Make sure all dates in the contract are correct?
12. Did you spell out all numbers/dollar amounts both alphabetically and numerically?
13. Did you define the term “days” so it’s clear whether you mean calendar or business days? Are you excluding holidays?
14. Did you spell out the currency being used, i.e. U.S. dollars?
15. If you have used an example, did you consider all meanings of the example so it can’t be misinterpreted?
16. For each supplier commitment did you use the proper standard of commitment for the performance you need? (When possible always require firm commitments.)
18. If you used formulas, did you double-check the formula to ensure that it provides what you intended in all instances? Check it in real numbers to ensure that it does.
19. If you used lists in the contract, where you clear whether the list is all-inclusive or just and example. For example it’s just an example did you include a clarifying statement such as: “This includes, but is not limited to” or “For example only…”
20. Check paragraph numbering to ensure that the reference is correct. Instead of renumbering deleted paragraphs/sections, instead, include the statement “This Section is intentionally deleted” or “This Subsection is intentionally deleted”. This will save you time of renumbering and changing the table of contents, etc.
21. Do all documents that make up the contract by reference use the same defined terms?
22. Before incorporating related agreements into the contract confirm that they do not conflict with, reduce or modify any of the contract terms or add new obligations that may be problematic.
23. Is the Product or Service to be provided clearly defined?
24. If you have a checklist of standard terms to be included, did you check to make sure they were included? This is especially important if you are working off an agreement such as a Supplier’s agreement.
25. For all the risks with contracting party or for any risk you agreed to assume, do the contract terms provide you with the tools needed to mitigate and deal with those risks?
26. Have someone else read it – like your attorney.