Contract Review Checklist

Contracts of any type should not be entered into lightly. They should be carefully reviewed by you and your business law attorney before you sign. All contracts should include these basic components:

• Clear identification of the type of contract
• Identification of the parties entering into the contract
• Consideration of financial aspects and currency
• Explanation of representations and warranties
• Allocation of risk of loss and maintenance of insurance
• Conditions of the transaction
• Definitions of adequate performance
• Terms of the contract
• Allocation of risk
• Definition of default and curing period
• Remedies, limitation on liability and liquidated damage
• Hold harmless and indemnification
• Confidentiality and non-disclosure
• Non-compete covenants
• Guaranty of performance or payment
• Boilerplate provisions
• Signatures

The following are common contract provisions:

1. Independent Contractors. The Parties are strictly independent contractors. A is not, in any way, an employee, partner, joint venturer or agent of B. A shall not, in any way, bind B to any person unless A has received the written consent of B. A shall undertake all reasonable measures in its operation to inform Third Parties that B has no direct or indirect liability for any act or agreement taken by A and that B does not control the performance of A.

2. Strict Compliance. No failure of a Party to exercise any right or to insist upon strict compliance by the other Party with any obligation and no custom or practice of the Parties at variance with this Agreement shall constitute a waiver of the right of a Party to demand exact compliance. Waiver by one Party of any particular default by the other Party shall not affect or impair a Party's rights in respect to any subsequent default of the same or of a different nature, nor shall any delay or omission of a Party to exercise any rights arising from such default affect or impair the rights of that Party as to such default or any subsequent default.

3. Severability and Independent Covenants. If any covenant or other provision of this - Agreement is invalid, illegal or incapable of being enforced by reason of any rule of law, administrative order, judicial decision or public policy, all other conditions and provisions shall remain in full force and effect. No covenant shall be deemed dependent upon any other covenant or provision unless so expressed in this Agreement.

4. Governing Law and Forum. The terms of this Agreement shall be governed exclusively by the Laws of the State of . not including the law on conflicts of law, and the rules, regulations and procedures of agencies of the State of . Any dispute arising from this Agreement that is not resolved through Arbitration shafl be resolved only in the Courts and regulatory agencies of or in the State of .

5. Full Agreement and Merger. The terms and conditions of this Agreement constitute the full and complete agreement between the Parties. No other verbal or written agreement shall, in any way, vary or alter any provision of this Agreement unless both Parties consent to vary or alter any provision of this Agreement in a signed writing. This Agreement is intended to be an integrated writing and any prior oral or written agreements between the Parties are merged into this Agreement and extinguished. No custom, industry standard or course of dealing between the Parties shall in any way vary or alter the terms and conditions of this Agreement.

6. Jointly Drafted. This Agreement shall be deemed to have been drafted by both Parties and, in the event of a dispute, shall not be construed against either party. OR Each Party waives the defense of contra proferentum.

7. Waiver of Equitable Remedies. The Parties waive all equitable remedies including equitable rescission and rescission at law.

8. Bankruptcy. If, at any time, [a Party] seeks the protection of the U.S. Bankruptcy Act of 1978, as amended, or any applicable state bankruptcy law and:

a. Has a receiver in equity appointed for its property requests or consents to the appointment of a receiver, or
b. Has a trustee in reorganization appointed for its property, or
c. Files a voluntary petition for reorganization or arrangement, or
d. Files a voluntary petition in bankruptcy, or
e. Files an answer admitting bankruptcy or agreeing to a reorganization or arrangement, or
f. Makes an assignment for the benefit of its creditors, then this Agreement shall expire. Any payments due from the bankrupt Party to the other Party under this Agreement shall be deemed an administrative expense under 11 U.S.C. § 503. This Paragraph shall not apply in the event of a withdrawal or discharge of any petition that occurs within 45 days of the date on which any such petition is filed.

9. Further Assurances. If requested by one Party, the other Party shall execute and deliver such other documents and take such other action as may be necessary to effect the terms of this Agreement.

10. Arbitration. Any controversy or claim arising out of, incident or related in any way to this Agreement or the breach of this Agreement shall be submitted to and resolved by to the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules and at its office located in the District of Columbia. The resolution of the AAA shall be binding on the Parties and either Party may enter any judgment or award rendered by the AAA in any court of competent jurisdiction. Both Parties shall be subject to the personal jurisdiction of the courts located in and waive the right to assert lack of personal jurisdiction in legal proceeding.

11. No Assignment or Delegation. Neither party shall assign any right under this Agreement nor delegate any duty under this Agreement unless the other Party has consented t3 any such assignment or delegation in a signed writing.

12. Authority to Execute. The undersigned individuals represent and warrant that they are expressly and duly authorized by their respective entities or agencies to execute this Agreement and to legally bind their respective entities or agencies as set forth in this Agreement.

13. No Third Party Beneficiary. This Agreement shall not and is not intended to benefit nor to grant any right or remedy to any person or entity that is not a party to this Agreement.

14. Notices. All notices shall be sent by the most expeditious means available including but not limited to facsimile, overnight courier or certified or registered mail to the addresses set forth below the signatures. Any such notice shall be deemed delivered when received.

15. Duplicate Counterparts. This agreement shall be executed in duplicate by the parties, each to have the full force and effect of the original for all purposes.

In addition, there are many provisions that should be included in specialized contracts such as international, banking, sales of merchandise, employment, etc.