Drafting or Reviewing a Commercial Contract

by Practical Law Commercial Transactions

A Practice Note that provides guidance on key issues to consider when drafting or reviewing a commercial agreement. It outlines the fundamental building blocks of a contract, such as representations and warranties, covenants, and conditions, explaining how they are used to allocate risk and express the core terms of the deal. The Practice Note covers standard elements from the preamble and recitals to critical operative provisions. It explores heavily negotiated topics, including pricing, payment terms, intellectual property rights, and confidentiality. This Practice Note also discusses structuring risk-shifting mechanisms like indemnification, limitations on liability, product warranties, and dispute resolution clauses. It further explores key boilerplate provisions, including choice of law, choice of forum, and entire agreement clauses.