What sections should be included in the contract?

Foreword

1. The structure of the contract

2. Preamble

3. Subject of the agreement

4. Rights and obligations of the parties

5. Prices and settlement procedure

6. Responsibilities of the parties

7. Term of the agreement

8. Other conditions

9. Details and signatures of the parties

10. Appendices and supplementary agreements to the agreement

11. Execution of the contract

 

This structure can be very primitive (paragraphs 1, 2, 3, 4, 5 ...), and can be very complex (a bunch of sections divided into paragraphs, divided into articles with paragraphs and sub-paragraphs). When determining the structure, it is possible to follow the Appendix to Roskomtorg Letter No. 1-1492 / 32-21 dated 09.11.95 (they have a rather inconvenient character).

Since we intend to draw up a simple contract without any frills, we will choose a middle ground in order not to pour extra water in the contract, but also try not to forget anything significant. Therefore, the basic (universal) structure will be as follows:

1. Preamble

2. Subject of the agreement

3. Rights and obligations of the parties

4. Prices and settlement procedure

5. Responsibilities of the parties

6. Term of the agreement

7. Other conditions

8. Details and signatures of the parties

 

When drafting certain types of contracts it is not superfluous, and sometimes it will be absolutely necessary to add a section.

 

 To the letter of Roskomtorg dated 11/09/95 NO. 1-1492 / 32-21

STRUCTURE OF THE CONTRACT

Any contract can be divided into four parts:

1. Preamble (or introductory part).

2. The subject of the contract.

3. Additional terms of the contract.

4. Other terms of the contract.

1. Preamble (or introductory part)

1. Name of the contract (contract of purchase and sale, delivery, commission, transport services, lease, joint activities, etc.).

The exact name of the contract makes it clear what it defines the relationship. However, it must be remembered that the essence of the contract derives not from the title, but from its content. But, if the name is absent, the contract should first be read to understand what it is about, and only then to deal with it on the merits.

2. Date of signing the contract. It includes the date, month and year of signing. With all these details associated with the correct establishment of the moment of the conclusion of the contract and the expiration of its validity, and hence certain legal consequences.

3. Place of signing the contract (city or town). The indication of the place of the transaction is not a mere formality, it sometimes has great legal significance. According to the legislation of the place where the transaction is made, the following are determined: a) legal capacity and capacity of the persons who concluded the transaction, b) the form of the transaction, c) obligations arising from the transaction (true, in the latter case, the parties to the agreement may provide for a different provision - Article 432 Civil Code).

4. The full business name of the counterparty, under which the latter is registered in the state registration register, as well as the abbreviated name of the parties to the contract ("Customer", "Buyer", "Tenant", etc.).

5. Position, last name, first name and patronymic of the persons signing the contract, indicating their authority to sign the contract.

2. Subject of the agreement

This part of the contract contains its essential terms:

1. The subject of the contract, i.e. what exactly the parties agree on.

2. Duties and rights of the parties to the contract.

3. Duties and rights of the second party under the contract.

4. The price of the contract and the procedure of payments, etc.

5. The deadline for the parties to fulfill their obligations.

The specific content of these conditions depends on the type of contract and on the specific situation of its conclusion.

3. Additional terms of the contract

This section includes conditions that are not necessarily stipulated in each contract, but which nevertheless significantly affect the realization of the rights and obligations of the parties.

1. The term of the contract.

It must be specified, even if the deadlines for the parties to fulfill their obligations are indicated. This is due to the fact that it is necessary to know when the contract is terminated and when it will be possible to make appropriate claims to the counterparty.

2. Responsibilities of the parties.

It ensures the performance of obligations by the parties in case of violation of the terms of the contract of one of them. Usually, various kinds of sanctions are defined here in the form of a fine, penalty, fine paid by a counterparty that failed to fulfill its obligations in relation to one of the agreed terms.

When drafting an agreement, the following method of determining liability can be proposed: a corresponding liability should be provided for each party’s obligations, mainly in the form of a penalty penalty. This means that losses in case of improper performance of obligations of the counterparty may be recovered from him in excess of the penalty. Remember that if this type of liability is absent, the penalty is valid and losses from the counterparty can be recovered in the part not covered by the penalty (Article 394 of the Civil Code of the Russian Federation).

3. Ways of securing obligations (Chapter 23 of the Civil Code of the Russian Federation).

Russian civil law provides for the following basic methods of securing obligations (article 329 of the Civil Code of the Russian Federation): penalty, pledge, retention of property of a debtor, a surety, a bank guarantee, a deposit. In addition, other methods may be provided for by law or by contract.

4. Grounds for changing or terminating the contract unilaterally (ch. 29 of the Civil Code of the Russian Federation).

5. Terms of confidentiality of information under the contract.

6. The procedure for resolving disputes between the parties under the contract.

All disputes between the parties are resolved in accordance with the legislation of the Russian Federation in the arbitration court. However, the parties may establish another provision, in particular, to provide for the settlement of disputes not in an arbitration court, but in an arbitration court established either by the parties themselves or in accordance with the rules of a permanent arbitration court.

7. Features of change of persons under the contract.

In this paragraph it can be provided that the assignment of the right of claim under the contract can be made only with the consent of the debtor (Article 388 of the Civil Code of the Russian Federation).

4. Other terms of the contract

These conditions may include the following questions:

1. Legislation regulating the relations of the parties (this is especially important for foreign trade contracts).

2. Features of coordination of communication between the parties.

Here for each side are indicated:

a) the persons authorized to give information and resolve issues relating to the execution of the contract.

This can be formulated in two ways: with a personal indication of the authorized person (s) or with the indication of positions;

b) the timing of communication between the parties. For example: "... every Tuesday from ______ hours";

c) communication methods: telephone, fax, telex, telegraph, teletype with indication of their numbers and other data.

3. The fate of pre-contractual work and its results after the signing of the contract.

This clause contains a clause according to which the parties state that after signing this contract all preliminary negotiations on it, correspondence, preliminary agreements and protocols of intent lose their force.

4. Details of the parties:

a) postal details;

b) the location (address) of the enterprise;

c) bank details of the parties (bank account number, bank establishment, bank code, MFO or RCC data);

d) shipping details (for railway shipments, for containers, for small shipments).

Pay special attention to the availability and correctness of information relating to the bank details of your counterparty, because without them you will be very difficult to recover damages.

5. The number of copies of the contract.

6. Signatures of the parties with the application of each organization (enterprise).