Name : Razananda Skandiva

NIM : 1810611214

Resume of Final Week

Guidelines:

1. Reconcile yourself to writing many drafts of the contract to get it right. If you try to get
all the details right in the first draft, you are likely to miss some important larger
points.

2. Use clear, simple, businesslike language. Much progress has been made in this
area, particularly in the areas of insurance and finance. Be careful not to slip back
into overuse of “legalese”. Use only the technical terms you need and define them
if necessary.

3. Make each clause do one thing, not more. Outlines can help you here by breaking down
the whole contract into a series of small points.

4. When revising, check for ambiguities :

a. Check to make sure that you have used only one term for one item or person.
Referring to the same person, item or concepts by two different terms creates
an ambiguity that invites misunderstandings later.
b. Also check that you have not used one term for several different items or
person.

5. After polishing each clause in the contract, reread the document as a whole, looking for
larger contradictions between parts of the contract, rather than wording problems
within one clause. In your concern for the details, you may have overlooked some
larger ambiguities.

6. Somewhere along the way, consult others. No one person can imagine all the pitfalls
that the parties to any contract are hoping to avoid. No one person can imagine all the
ways some reader can misconstrue a point.

The structure of the contract

There is the general terms and structure of the contract. And When we try to make a
contract, we should look to it.
 Introduction
 - The components of a contract will vary depending on the nature and
complexity of the transaction it reflects. There are, however, some terms that
may be considered standard that usually appear in documents in contracts in some
form or another.
 Title
- The title should reflect the subject matter of the transaction and, if appropriate,
the parties.
 Preamble (Recitals)
- Most transaction agreements begin with some form of a preamble that
identifies the purpose of the document and describes the transaction, the intent
of the parties and any assumed facts underlying the transaction. The preamble
identifies the parties and the date of the transaction as well as the nature of
the transaction. In many contracts, this appear as the “whereas” section, in
which all of the statements begin with that term.
 Definitions
- The use of defined terms can simplify a document immeasurably. While the
number and extent of the definition section depend upon the nature of the
agreement, virtually all contracts will include some defined terms.
 Consideration
- Although it need not be complicated, the consideration should be explicitly
stated since agreements must be supported by consideration. This may be
expressed as an exchange of dollars or of goods, or perhaps an exchange of mutual
promises.
 Covenants
- The covenants memorialize the promises that are being made by the parties.
Examples include promises to deliver certain goods or to refrain from
particular Activities.
 Representations and Warranties
- Representations and warranties identify the assumed facts underlying the
agreement. These sections represent the real heart of the deal and tend to be
heavily negotiated. An example would be a representation and warranty that the
goods to be sold are in working order.
 Indemnification
- The indemnification portion of the contract deals with the allocation of liability
in the event that all does not go as planned. Questions to be addressed in this portion
of the contract include who will be liable for what, and to what extent.
 Breach and Cure
- Although promises are not necessarily made to be broken, that possibility must
be considered when drafting a contract. What will constitute a breach of the
agreement? What opportunity will the parties have to “cure” the breach?.
  Termination
- This section should identify under what circumstances the parties can terminate
the agreement and the procedures for termination.
 Remedies
- The remedies section addresses the consequences in the event of termination.
This section should specify what the parties are entitled to in the event of
breach or termination. It may identify a dollar amount, a formula, or simply a
mechanism for determining the appropriate remedy (such as arbitration).
 Additional Important Contract Provisions
- A number of other standard provisions are important to include in drafting contracts.
- These include: Assignment, Choice of Law, Amendment and Waiver, Arbitration,
Integration and Severability, Notice, Authority to Sign.

In some references, there will be differences regarding the structure of the contract. But
in general, A contract will typically contain the following parts:
 The names and addresses of the parties
 Recitals
 Definitions
 Conditions precedent
 Agreements
 Representations and warranties
 Boilerplate (or Miscellaneous) clauses
 Schedules
 Signatures ;
 Appendices

2. Words/terms that you should avoid in drafting a contract.

ARHAICS TERMS LATIN OR FOREIGN TERMS
Deem Casu Quo
Aforesaid Ipso Facto
Hereby Pacta Sunt Servanda
Hereinafter Vice Versa
hereof In Rem
Hereafter Bona Fide
Herein Ex Aquo et Bono