Drafting effective commercial contracts requires knowledge of the law and the subject of the commercial contract, as well as the ability to write a clear and well organised commercial contract. The contract must describe the both the terms of the bargain at the time it is to be made, and provide for potential issues that come up over the life of the commercial contract.
Commercial contracts are usually structured as follows:
- A description of the parties.
- A recital – This part of the contract explains the purpose of the contract and connects the parties, facts and events that gave rise to the contract. The recital must not contain any of the rights and obligations of the contracting parties, and should be consistent with the other ‘operative’ part of the contract.
- The operative part of the contract describes the rights and obligations undertaken by the parties to the contract, and usually includes the following sections and clauses:
- an interpretation and definitions section in which the use of customised terms specific to the subject of contract and industry and the agreement reached are included;
- a description of the parties rights and obligations which is specific to the particular agreement that they have reached but would typically cover termination, dispute resolution, the nature of the legal relationship, confidentiality, intellectual property, and other clauses;
- Boilerplate (or usual) clauses on costs, assignment, waiver, variation, further assistance, counterparts, proper law, dispute resolution, entire agreement, force majeure, severance, and more.
- Execution clause in which the parties authorised legal representatives sign the commercial contract in the manner that binds them effectively.
Investing in a well drafted commercial contract and ensuring that everything is committed to writing at the outset can save you from spending unnecessary time, energy and money on a dispute over what your rights or obligations are under the commercial contract.
The KD Legal Advantage
We are experienced in drafting commercial contracts, advising on your rights and obligations under commercial contracts and, if necessary, enforcing your commercial contract. You won’t have to deal with a different lawyer for each of these stages (as is the case in many law firms).