Some agreements are simple, straightforward and easy to put into written form. Others are complex agreements that the contracting parties finalize after months of negotiation and compromise. Once negotiations end, it's important to finalize the agreement while key terms are fresh. Taking the time and diligence to finalize an agreement helps ensure that the written contract will accurately describe the parties' agreement and makes litigation over a material breach less likely to occur.
Review the final written deal terms or memorandum of understanding. Make sure all outstanding issues have been addressed. Contact the negotiators to clarify any ambiguous terms.
Write the agreement in plain language. Add any necessary "boilerplate" provisions. One typical boilerplate provision is a severability clause. A severability clause states that if one term of the agreement is unenforceable, the contracting parties agree to "sever" that term from the agreement and let the other terms stand.
Send a copy of the drafted agreement to the other party. Ask the other party to review the draft within a reasonable period of time and to send you any corrections or comments that they wish to add.
Incorporate the requested corrections into the agreement, as long as they are reasonable and do not change the substance of the deal.
Print two copies of the final agreement. Sign and date these "duplicate originals" of the agreement or obtain the signature of an authorized representative.
Send both signed copies of the agreement to the other party. Ask the other party to sign both duplicate originals and return one fully-signed original to you.
File one duplicate original of the agreement with other important company records.
Use the document review features of your word processor to keep track of the comments and changes each party makes in the written drafts.
Have an attorney licensed in your state review the agreement before you sign it or present it to the other party for signature.
Never copy language from another agreement unless you are certain that you understand the copied provision and the consequences and implications of including it.