Prior to sending your drafted agreement to a counterparty of executing the agreement, it is important to thoroughly review the agreement for both content and form. These are some of the key items that a drafter should keep in mind when reviewing an agreement.
- ** Is the agreement operational?**
-Are the clauses of the agreement enforceable according to law?-Are the correct parties included in the agreement?-Do the parties have signing authority?
- Are the goals of the agreement being achieved?
-is the service/product/good correctly described?-do the numbers line up with what was agreed between the parties?-do the time lines correspond to realistic ability to perform the contract?-is the pricing clear?-does the contract contain a limit or cap on liability exposure under the agreement?-is the ‘business’ properly defined for the purposes of confidentiality, non- solicitation and non-competition purposes?
- Are references throughout the agreement correct?
Example: The company employment policies as outlined in Schedule “A”.-Is the correct information in the referenced section/schedule?
- Are capitalized terms properly defined?
- Is the correct legislation referenced in the agreement?
- Is the numbering consistent?
- Is all of the ‘boilerplate’ included/applicable?
- Is there a governing law clause?
- Is there a dispute resolution or jurisdiction clause?
- Should time be of the essence in this agreement?
- Can the parties sign in counterparts?
- How is the agreement to be amended?
- Is this the entire agreement or should other documents/schedules also form part of the agreement?
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- Are all track changes & comments removed prior to sending to Counterparty?