The following Contract Template is a generally accepted outline for a contracted agreement.
In the Hospitality Industry, we must keep in mind that industry practice regarding the layout of contractual agreements may vary considerably from this example.
Agreement of [purchase and sale].
- Provide a title of your devising here. A good title provides quick identification.
- Place at top of the first page of the agreement.
This Agreement made this 3rd day of February, 2010.
Or: This Agreement shall commence upon January 15, 2010.
- The term “agreement” signifies that the contact is legally binding as an arrangement between two or more people or parties.
Or: Among; or By and between.
- An agreement is a consensus of two or more parties. Where there are two parties “Between” is commonly used. Then the parties to the agreement are named.
- The recitals set out the background facts and purpose of an agreement. Offer a review of the setting in which the contacted event takes place.
- Offer a brief preview or synopsis of the parties to the event and the nature of the event under contacts.
The parties agree as follows:
Or “Now therefore this agreement witnesses that in consideration of….”
- Consideration has been described as the “exchange element in a bargain transaction” and as “some right, interest, profit or benefit accruing to the one party or some forbearance, detriment, loss, or responsibility, given, suffered or undertaken by the other.” In other words, the price that will be paid for the service provided.
In this Agreement and the schedules attached hereto, the following terms and expressions will have the following meanings:
(a) “X” means…..
- This section provides guidelines to the parties executing the agreement, as well as third parties (including courts), as to how to interpret the agreement. This section is intended to improve the clarity of the agreement
Types of Definitions and Their Uses:
- Restricting Definitions. Restricting definitions do not change the ordinary dictionary meaning of a word, but restrict the number of particulars to which the word applies. These definitions use the verb “means”, i.e. “X means Y”. The is generally the most unambiguous and, therefore, the most desirable type of definition.
- Enlarging Definitions. Enlarging definitions change the ordinary dictionary meaning of the word by extending the number of particulars to which the word applies. These definitions use the verb “includes, i.e. “X includes Y”.
- Confining Definitions. Confining definitions include some of the particulars that would otherwise be part of the ordinary dictionary meaning of a word. These definitions use the term “does not include”, i.e. “X does not include Y’.
Testimonium, Attestation and Seals.
- Testimonium: Testimonium is a declaration by the party signing the agreement that the agreement is signed, (sealed) and delivered.
Signed, sealed and delivered:
--- Signatures ----
[One party] In witness whereof I have set my hand and seal [this 10th day of February, 2008.]
[More than one party] In witness whereof the parties have set their hands and seals [on the day and year first above written]
- An attestation is a declaration that the execution of the document has been witnessed.
Schedules and Appendices:
- Attach any schedules or appendices that are needed to clarify the agreement.
- These might include: schedules of payment dates if that is complicated; tables showing layout of a venue; an inventory of materials or instruments required; a list of items included and not included.
Boilerplate: What is it?
- Contract use standard clauses that are repeated word-for-word in similar agreements. That is called boilerplate because it is the same in shape and format but can be used in many different situations: in this case contractual agreements.
- Your auto insurance contract contains many boilerplate clauses that would be found in any similar auto insurance agreement, no matter who the insurance provider is.
- Use boilerplate in your contact, but avoid using meaningless statements that will only clutter up the agreement and make it more difficult to comprehend.
- Your contract of course cannot be boilerplate alone!
Make it a document as relevant to an actual event as you possible can.
- Common boilerplate clauses are:
- one reciting the copyright provisions for artist’s performances.
- Another is regarding Force Majeure:
|A sample force majeure clause is:|
|"It is agreed that the parties that neither party shall be held responsible for damages caused by delay or failure to perform his undertaking under the terms of this Agreement when the delay or failure is due to fires, strikes, floods, acts of God or the Queen’s enemies, lawful acts of public authorities, or delays of defaults caused by common carriers, which cannot reasonably be foreseen or provided against."|
Source: Elderkin, C. & Doi, J. (1998). Behind and Beyond Boilerplate: Drafting Commercial Agreements. Scarborough, ON: Carswell.