Outline of Typical Contract Structure
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[Title]
Preamble.
o Title of agreement.
o Effective date.
o Parties.
Recitals.
Words of agreement.
Definitions.
Action sections.
o Subject matter performance provision.
o Monetary provisions.
o Term (if applicable).
o Closing details: when and where (if applicable).
o Closing deliveries (if applicable).
Other business provisions. (Representations and warranties, covenants, rights,
conditions, discretionary authority, and declarations)
Endgame provisions.
o Defaults.
o Remedies.
o Termination.
General provisions.
o Communication (notices, publicity, and confidentiality).
o Third parties (assignment, delegation, successors and assigns, and third-party
beneficiaries).
o Financial and risk allocation (indemnities and force majeure).
o Determination of contract elements (amendment, waiver, merger, counterparts,
and severability).
o Interpretive provisions (number, gender, and captions).
o Dispute resolution (arbitration, mediation, governing law, choice of forum, service of
process, cumulative remedies, and waiver of jury trial [LAST]).
Signature lines.
Schedules.
Exhibits.