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?

 

  1. Is the correct legislation referenced in the agreement?

 

  1. Is the numbering consistent?

 

  1. 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?

 

  1. 8. Are all track changes & comments removed prior to sending to Counterparty?

 

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