Key Terms
GOOD
"Freelance Web Design Agreement Between [Designer] and [Client]"
BAD
"Renovate the kitchen." GOOD: Specify cabinet designs, materials, countertop type, timeline for each phase, and procedur
Define material terms
Goods, services, quantity, quality, price, industry-specific terms.
Example
"Ahmad's Construction, LLC
Covenant
A formal promise to perform.
ACTIVE (correct)
"Buyer will pay Seller ten dollars." PASSIVE (problematic): "Seller shall be paid ten dollars."
Condition
Something that must occur before performance is due.
Material breach
A substantial breach that excuses the non-breaching party from further performance AND gives them the right to sue for d
REPRESENTATIONS
Statements of fact made to induce a party to enter a contract.
WARRANTIES
Express promises guaranteeing something in furtherance of the contract. Must be written; conclusively presumed material;
Default rule
Parties are free to assign rights and delegate duties.
Choice of law
Which state's laws interpret the contract. Choice of forum: which state's courts hear any litigation.
Effect
Statements made before signing are NOT part of the contract and cannot be used to interpret it.
Purpose
Prevents parties from claiming they agreed to something different from what the contract says.
Qualifying events
Natural disasters, war, terrorist attacks, fires.