Contract Drafting; 4 Easy Tips

Drafting a Contract

4 Quick Tips

1. Have Your Client Prepare the Outline

One helpful hint that can help you when you begin to draft a contract, is have the client help you with the outline of the document. This will allow you to cover everything that your client wishes to address as well as ensure they understand exactly what and how they are wording their document. Not only will it help to understand exactly what your client wishes to get out of the contract, but you also have the chance to go in depth with them about any caveats that may result from the contract.

2. Be Clear

Ambiguity has been the cause of death for many contracts throughout history. To avoid that fate, it’s incredibly important that the language you use in your contract is—above all else—clear. Avoid ambiguous terms and flowery language. Many experienced transactional attorneys I’ve spoken with recommend that your contract be clear enough that a layperson will understand the terms of the deal. In this case, it’s good to think like an attorney but not sound like one.

Similarly, you should be clear in your use and placement of conjunctions (i.e. “and,” “or,” and “but”) and modifiers (i.e. “actively,” “knowingly,” and so forth). For example, if a contract states that a party is required to “actively market and sell” a product, it’s not entirely clear whether the party must be actively selling the product throughout the term of the contract, or if a plan to sell in the future would be acceptable so long as the party was actively marketing the product from the start. If both were required, the contract should state that the party is required to “actively promote and actively sell” the product. Conversely, if only active marketing—and not active selling—is required, the contract would be better written in reverse (i.e. “sell and actively market”) so that it’s clear that the modifier only applies to the final term.    – Source

  3. Be Consistent

After you have purposefully defined a term such as “buyer” or “user” be sure to keep with the same intended usage and definition of the word, and also to ensure you continue to refer to the party by their aforementioned title in order to make sure each party fully understands the document.

4. Include Recitals

Recitals typically appear at the beginning of a contract, and provide context for the agreement. They often begin with the word “whereas” (i.e. Whereas, Buyer seeks to purchase real property from Seller…”). Although the recitals aren’t required, they provide enough background that an outside party (such as a judge or jury) can quickly understand the parties’ intent.

Information found here