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Drafting the Commercial Contract - Coggle Diagram
Drafting the Commercial Contract
Boilerplate clauses
Assignment/ non-assignment - never assign burden.
CA 1999 - person not part can gain rights if provides or purports to benefit
Severance clause - if declared illegal, severed from the contract.
Courts open where expressly agreed to it.
Notices - where, how and when
Termination - prescribes grounds for termination.
Consider: advance notice, remedy of breach, consequences etc.
Entire agreement - commercial certainty for parties
Survival - certain clauses (confidentiality etc) continue to bind after termination or expiry
Sections in detail
Performance and payment obligations
Make payment
Perform services
Deliver goods
Standards
Has an external, objective standard been met?
Has one party determined the standard as okay?
Date
Front cover
Commencement section
Order of clauses should be logical
Mechanics and ettiqute
Choose correct precedent - NO executed versions
Negotiate either on the phone or face to face.
Check with client.
Find time and space to draft
Keep a complete copy and date any versions
Engrossment - final clean copy ready for signing.
EXECUTE THEN DATE