Intro/Signature Block
"Introductory Provision" is an umbrella term for which four components of a contract?
What is: (1) Title; (2) Preamble; (3) Recitals; and (4) Words of Agreement.
The first provision in the action sections of a contract?
What is the subject matter performance provision.
A well-drafted notice provision includes these four elements
What are: (1) Modes by which a party may give notice; (2) who the notice should be addressed to; (3) where the notice should be sent, and (4) when it is effective
The phrase is used to describe transactional lawyers issuing spotting and providing a solution.
What is "adding value to the deal".
This clause in a contract specifies a predetermined amount of money that must be paid as compensation for a breach, rather than leaving the damages to be determined by the court.
What are liquidated damages?
This section offers context for the contract but should never contain substantive provisions.
What are recitals.
Two elements that must be included in every payment section?
What is a statement of the amount (a declaration) and the promise to pay (a covenant).
This clause ensures that if one provision of the contract is found illegal or unenforceable, the rest of the agreement remains valid (in full force).
What is severability.
Literally translated, this clause means “superior force”. It can excuse performance obligations or extend the time of performance, when circumstances or events arise beyond the parties’ control that render performance impracticable or impossible.
What is force majeure.
Compensating another party for losses, damages, or liabilities usually due to third-party claims.
What is indemnification.
This phrase is known as the “magic words of agreement”?
What is “The parties agree as follows:”
This provision says that if we miss something at closing or the conveyance documents are insufficient the Sellers are required to execute whatever additional documents are necessary.
What is Further Assurances
A provision that states that any changes to the agreement can only be made through a written agreement signed by both parties.
What is a no oral modification clause.
A clause that basically says what’s written in this contract is the final and exclusive agreement. Any earlier and contemporaneous negotiations and agreements on these matters are expressly merged into and superseded.
What is an integration clause. (zipper or merger)
This alternative dispute resolution is cost efficient, expedient and involves a neutral third party that helps the disputing parties engage in an effort to reach an amicable non-binding resolution that they deem mutually satisfactory.
What is mediation.
Signature blocks are placed on what side of the page?
What is the right side.
This conveyance document is required to transfer ownership of a car?
What is a bill of sale.
This clause allows the contract to be legally binding even if the parties don’t all sign the same piece of paper.
What is counterparts.
This organizational process reduces the length of a contract and aids readers by showing how the sentences are related.
What is tabulation.
This alternative dispute resolution takes place in a private setting and involves disputing parties presenting their case to a neutral decision-making body referred to as a tribunal who makes a binding decision to resolve the dispute.
What is arbitration.
How to draft a signature block for an individual?
What is a line with the individual name typed directly under it.
This section is where we state what each party must execute and/or deliver to the other party at closing
What are deliveries.
In a governing law provision, the phrase “arising out of” is intended to cover the contract itself. To cover everything else you must add what phrase?
What is “relating to”.
Name the three types of ambiguity that lawyers should be aware of.
What are contextual, semantic, and syntactic.
A duty to “defend” is different from a duty to “indemnify.” “A duty to indemnify” covers actual liability to a third party; “A duty to defend” covers what?
What is the cost of defending the claim, even if that claim is unsuccessful.