CHECKLIST 1

GENERIC CONTRACT CHECKLIST

PRELIMINARY
About the deal
 What are your objectives in entering into the contract?
 Have you done any due diligence on the other contracting party(ies)?
 Have you traded with the other party(ies) before?
 Have/will any specifications be produced which define obligations, deliverables, customer requirements etc.?
The deal - business risks
 What risks does the contract carry for you?
 What insurance do you have in place which is relevant to these risks (PI, product liability? Ensure exclusions
and limitations match these).
 Is the Agreement conditional on any event/action?
The deal – legal risks
 Do any existing contracts to which you are a party have any relevance to the proposed contract (e.g. would
any non-compete or non-disclose restrictions stop you from entering into the proposed contract)?
 Are any regulatory consents required?
 Are any third party permissions required?
 Do UK or EU competition rules have any impact on the contract or on any of the contractual provisions?
 Have you considered the tax consequences of making or performing the contract?
PARTIES
 Check full name, registered office, trading address and VAT number of the contracting parties.
 Is either or both of the parties a member of a group of companies?
 If “yes”, consider whether the parent company should be a contracting party, and/or whether the contracting
party’s obligations should be guaranteed by the parent company.
 Who has authority to negotiate and sign the contract on behalf of the parties?
DEFINITIONS
APPOINTMENT/ENGAGEMENT
 Insert appropriate provisions if one party is engaging the other party(ies) to provide goods or services.
 What is the basis of the relationship between the parties (e.g. agent/principal, supplier/distributor)?
 Specify whether appointment/engagement is sole, exclusive or non-exclusive.
 Specify territory(ies).
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TERM
 Fixed term?
 Initial fixed period with option to extend?
 Initial fixed period with automatic extension unless notice given?
 Indefinite term subject to termination on notice by either or both parties?
PROVISION/PERFORMANCE OF GOODS OR SERVICES
 Insert provisions about any goods to be supplied and/or services to be performed by supplier(s).
 Insert any applicable standards of quality, if appropriate, or refer to relevant schedule.
 If applicable, refer to specific service level schedule
PRODUCT APPROVAL PROCEDURES
LICENCE
 Grant of rights to use IP
 Scope of licence (to design, manufacture sell Licensed Products etc.)
 Territorial scope
 Specific restrictions on use
[CUSTOMER] OBLIGATIONS
PROJECT MANAGEMENT
ADDITION OF NEW PARTIES
MARKETING/ADVERTISING
FINANCIAL PROVISIONS
 Fees / payments / royalties
 Accounting periods
 Payment dates
 Statements, Certificates, Reports
 Interest on late payment
AUDIT
 Right to inspect and audit payer’s accounting records
 By independent auditor etc.
 Frequency
 Effect of under or overpayments.
WARRANTIES
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 Warranties by supplier(s).
 Warranties by customer
INTELLECTUAL PROPERTY
 Background IPR
 Resulting IPR
 Ownership
 Scope of rights to use
 Procedure for dealing with infringement of IPRs by third parties, including conduct of claims.
 IPR indemnities given by either party to the other (one way or reciprocal)
FUTURE DEVELOPMENTS
 1st rights of refusal
 Options
INDEMNITIES
 Product/service liability
 Other (e.g. against losses arising from breach of warranty)
EXCLUSIONS OF LIABILITY
LIMITATION OF LIABILITY
NON COMPETE &/OR OTHER RESTRICTIONS
INSURANCE
FORCE MAJEURE
CONFIDENTIALITY
DATA PROTECTION
ANNOUNCEMENTS
TERMINATION
EFFECT OF TERMINATION
LIQUIDATED DAMAGES
RIGHTS OF THIRD PARTIES
ASSIGNMENT/SUB-CONTRACTING
RIGHTS OF THIRD PARTIES
WHOLE AGREEMENT
MODIFICATIONS TO THE AGREEMENT
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SEVERABILITY
NOTICES
GOVERNING LAW
DISPUTE RESOLUTION
SCHEDULES

Laurence Kaye
Laurence Kaye Solicitors
© Laurence Kaye 2008
T: 01923 352 117
E: laurie@laurencekaye.com
www.laurencekaye.com
http://laurencekaye.typepad.com/

This checklist is not intended to be exhaustive and it does not constitute or substitute legal advice,
which should be sought on a case by case basis.
Please feel free to copy or make available this checklist without modification in print or electronic form for non-
commercial purposes. If you do so, please include this disclaimer and copyright wording with attribution. If you
want to re-publish or make the whole or part of this checklist available in a commercial service or publication,
please contact the author at laurie@laurencekaye.com.