Statement of Agreement

Indentifies the parties
Who are the parties and when does the agreement start?

Purchase, License or Performance

Describes the bargain or exchange
What are parties buying or exchanging?

Consideration/ Mechanics of Exchange

Describes the consideration and how payment, exchange or service will be performed
What is the economic value given and received?
How will the parties exchange the value?

Representations and Warranties

Statement of actions and facts regarding parties and bargain
What statements, facts and actions are material to the bargain and induce the parties to enter into the agreement?

Conditions

Statement of actions and facts required to execute the exchange
What actions, facts or circumstances must occur for the parties to close the transaction?

Covenants

Describes the ongoing obligations of the parties
What actions or forbearances must each party continue to perform?

Term and Termination

Defines the time period of the agreement and the conditions on which it may be ended
What is the time period of the agreement? How can it be ended?

Remedies

Defines the rights that a party can exercise in the event that another party fails to perform its obligations
What can the parties do in the event the other does not perform its obligations?

Indemnification

Grants the right to recover for inaccurate representations or non-compliance with obligations
What damages or penalties should the parties pay in the event that they do not perform their obligations?

General Provisions

Defines the “law” of the agreement including its scope, adjudication and interpretation