While the unique and complex provisions of contracts are generally the focus of concern, discussion and negotiation, drafters also need to pay attention to the more mundane and standard terms that every contract needs. If enforcement or interpretation is needed in the future, these standard terms provide guidance to the parties, arbitrators, judges and juries.

These provisions include:

  • Contract information of all parties, attorneys and others involved.
  • Definitions of the special or unique terms and the contract’s subject.
  • Consistent terms, language, tenses and punctuation, with changes only in sections that need different treatment or interpretation.
  • Spelling out details such as dates (month, day, year), amounts ($___) and deadlines.
  • Defining a breach, notices, cures, and damages.
  • Providing for prevailing party’s costs and fees or break-up fees.
  • Using headings and section numbering to make the document more functional.
  • Consistent identification and names of parties and others identified in the contract.
  • Using gender neutral terms and plurals for identified persons or events.
  • Addressing the contract’s term, extensions and termination methods.
  • Identifying the choice of law to apply jurisdiction and where suits can be brought.
  • Providing for multiple originals and separate signatures.
  • Requiring witnesses or notaries and confirming identity and authority.
  • Providing a complete document, waiving prior negotiations and specifying how to amend the contract.
  • Addressing dispute resolution, mediation and arbitration
  • Preserving representations, warranties and indemnities.

The attorneys at Brooks, Tarulis & Tibble, LLC have substantial experience in negotiating, drafting, interpreting and enforcing various contracts. Please contact us if you have any questions or problems.

This Brief is designed to provide our friends and clients with information regarding the various subject matters covered, it is not designed to take place of legal, accounting, or other professional advice.  If expert assistance is required, the services of a competent professional should be sought. This memorandum may constitute advertising under the rules regulating Illinois attorneys.