Tips on What to Look for When Reviewing a Legal Agreement

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.

  1. ** 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?

  1. 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?

  1. 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?

  1. Are capitalized terms properly defined?
  2. Is the correct legislation referenced in the agreement?
  3. Is the numbering consistent?
  4. Is all of the ‘boilerplate’ included/applicable?
  5. Is there a governing law clause?
  6. Is there a dispute resolution or jurisdiction clause?
  7. Should time be of the essence in this agreement?
  8. Can the parties sign in counterparts?
  9. How is the agreement to be amended?
  10. Is this the entire agreement or should other documents/schedules also form part of the agreement?
    1. Are all track changes & comments removed prior to sending to Counterparty?

Written by Mifras.