Drafting

Question 1

adding value

Answer 1

• Delivery: date, time, place
• Deadline for payment
• Invoicing requirements
• Payment method and details
• Early termination: circumstances
• What happens on expiry of initial term
  
  • Option of renewal?

Question 2

basic anatomy of a commercial agreement

Answer 2

x10

Front cover

Commencement
- Can be in the past eg leases aligned with start of quarters

Date

Parties

Recitals
- Who the parties are
- Why entering into the contract
- Function of contract

Definitions
- A term is defined if capitalised

Operative provisions (e.g. obligations)
- Agreement between parties of obligations
- Should be at the beginning

Boilerplate
- These provisions hold the agreement together
- Which law apply
- Which court apply
- Needed for legal document to function within jurisdiction

Schedules
- Make it easier to attach documents
- Keeps agreement clean

Execution
- Specific procedure may be needed eg deed

Question 3

drafting clauses

Answer 3

• Sensible clause number and heading
• Who is to perform the obligation
• Active voice
• What is the obligation to be performed?
• When is the obligation to be performed
• Where is the obligation to be performed
• Who has the benefit of the obligation
• What if…..? What are the consequences of non-performance
• Definitions
• Following instructions

Question 4

option to terminate clause

Answer 4

termination without cause
termination for breach
remedial breach
opportunity to remedy
insolvency events (subject to CIGA 2020)
change of control