negotiation: standard terms and conditions
Preamble - to set out the names and addresses of the parties, the date of the agreement and a brief description of the subject matter.
Definitions - defines key words so that full descriptions do not have to be repeated throughout the agreement, references to interpretation are often included.
Commencement and period - when the contract becomes effective and if necessary how long it will last.
Subject matter and consideration - what is to be supplied in return for payment.
Licence of IPR - may not be required in an agreement purely for the supply of goods.
Process - delivery, testing & acceptance etc. project management issues.
Support Arrangements - if any, the process, charges etc. normally set out in a schedule.
Confidential Information - especially important in IPR agreements.
Payment - reference to specific provisions in schedule, taxes, customs duties, stage payments, currency, bank account information.
Warranties - what the goods and/or services/software will do (subject to statute), see note.
Liabilities - limitations of liability and exclusions (subject to statute) re subject matter of claims, amount and period in which claims may be made.
Obligations - often found in service agreements, e.g. personnel to comply with security procedures, sub-contract arrangements may also be included.
Breach and Termination - consequences of breach, agreed events which can give rise to termination, consequences of termination.
Force Majeure - consequences of delays caused by forces beyond the control of the parties, e.g. war.
Notices - where formal notices are to be addressed and how delivered.
Amendments and variations - how the process is to be dealt with.
Jurisdiction - what legal system and which courts the parties will normally apply to (of limited application).
Arbitration or ADR (Assisted Disputes Resolution) - if this is to be part of the agreement, a description of the process, normally detailed in a schedule, including the rights of the parties to proceed directly to court. ADR agreements may also be required with the ADR organization.
Survival - the provisions/clauses which will survive termination.
Assignment/Novation - limitations and process
Whole Agreement and other related legal boiler plate provisions, including severability and relationship.
Signature - state the capacity of the signatories and their intention to bind themselves or their organizations (evidence of their authority may also be given, such as a board minute).
The Schedules/Appendices - Define the details of what is to be delivered, the processes and procedures, documentation and other references which form part of the contract. In a complex agreement project management and acceptance procedures will form a key part of the documentation.
Note: Under English law a condition is a stipulation in a contract of sale the breach of which may give rise to a right to treat the contract as repudiated and a warranty is a stipulation the breach of which may give rise to a claim for damages but not to a right to reject the goods and treat the contract as repudiated [Section 11 (1) (b) Sales of Goods Act 1893]. The intentions of the parties needs to be considered something expressed to be a warranty may actually be a condition.