Principles for Review of a Contract

As a party to a potential contract, it is important to read the contract in relation to the goals and expectations that the party has. Specifically, before reviewing the contract, and becoming mired in the specifics of what is presented, it is important for the party to identify its primary concerns. By listing out the goals and objectives first, the party can more easily verify whether the contract actually accomplishes what it is intended to do. Accordingly, by reading the contract for each of the items on the list, the party can verify whether the contract is appropriate without being distracted.

Additional issues the party may want to examine include the following:

  • Are the duties and obligations of the parties fully and adequately described, and taken together, are they sufficient to result in the expected performance and benefits?
  • Does the draft include all of the necessary representations and warranties required form the other party?
  • Can the party comfortably make all of the representations and warranties required of it?
  • Is the contract consistent with all of the other documents being prepared, and with the obligations and responsibilities of the party outside of the contract?

 

It is also important for parties to be able to identify and articulate each reason for any change or concern related to the contract so such concerns can be appropriately addressed.

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