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Contract Drafting Do's & Don’ts

2 min

Some simple contract drafting practices can minimize misunderstandings and the chances of costly future litigation. Here are some essential tips:

Do

  • Start with a standard structured contract for reference and customize it to your particular circumstances.
  • Ensure that the parties to the contract are correctly identified in the opening section with an accurate description of their names and addresses.
  • The date should be included in the first paragraph so that it can be easily referenced later.
  • Apply logical headings to each clause for easier identification of particular provisions.
  • Always number each section for ease of reference.
  • Remember to use simple words and straightforward language in the contract in order to avoid ambiguity and confusion.
  • Only use “shall” when the intention is to create a mandatory duty or an obligation.
  • Ensure that all of the technical terms are defined in the initial sections of the contract.
  • Be careful in the use of punctuation marks, as a single mislaid comma can change the entire meaning of a sentence.
  • Use conjunctions cautiously, as they can have a drastic effect on the words’ meaning.
  • Ensure that the contract has tackled all contingencies, and nothing else is left uncovered.
  • Have all parties initial all pages of the contract.
  • Avoid incorporating pointless material into the contract that is irrelevant to the acts to be undertaken.
  • Don’t add excessively lengthy sentences. Instead, split them into simple and straightforward sentences.
  • Never be repetitive, except when it is absolutely necessary.
  • Avoid using the phrase “representations and warranties”, except when both of the ideas are referred to in the clause, not just one.
  • Don't presume that the other party to the contract would describe the terms in the same manner you would. Always include a definition in the agreement when appropriate to avoid any doubts.
  • Never use ambiguous words or sentences in the contractual agreement.
  • Refrain from verbal clarifications of ambiguous terms. Always incorporate the whole thing in written form.
  • Don't rush to initiate actions according to  the contract terms until and unless both the parties have signed and executed it.
  • Never agree to an amendment of a contractual agreement without putting it in written format.

Don't

  • Avoid incorporating pointless material into the contract that is irrelevant to the acts to be undertaken.
  • Don’t add excessively lengthy sentences. Instead, split them into simple and straightforward sentences.
  • Never be repetitive, except when it is absolutely necessary.
  • Avoid using the phrase “representations and warranties”, except when both of the ideas are referred to in the clause, not just one.
  • Don't presume that the other party to the contract would describe the terms, in the same manner, you would. Always include a definition in the agreement when appropriate to avoid any doubts.
  • Never use ambiguous words or sentences in the contractual agreement.
  • Refrain from verbal clarifications of ambiguous terms. Always incorporate the whole thing in written form.
  • Don't rush to initiate actions according to  the contract terms until and unless both the parties have signed and executed it.
  • Never agree to an amendment of a contractual agreement without putting it in written format.

Conclusion

No matter however effectively and efficiently a party analyzes and understands the clauses, it is advisable to consult with a lawyer for the final review of the contract. Remember to notarize the contract if it is required by law, and always keep the copies of the contract in a secure location.

At Nora.Legal, we understand the intricacies of drafting a contractOur legal staff is highly trained in drafting complaints, appeals, pleadings, briefs, dispositive motions, discovery, contracts, and jury questionnaires. Nora.Legal is here to listen to your requirements and help you bring the right people on board. Plus we’re great at it! You can learn more about our services at Nora.LegalTry out a project with us today! 

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