Writing a contract 

Most commonly used contracts are developed from earlier contracts that are subsequently modified to fit the situation in hand. Organisations  usually have a standardised template, which they mould as per the requirement.. Using standard forms or previous contract documents substantially reduces administrative effort or „reinventing the wheel? for much of the word content of your contract. Reference must be made only to those portions of the previous documents that are relevant to the current transaction. 

Firms have realised that the organisation which writes the first draft of a complex contract has the advantage of shaping the course of negotiations. While writing the drafts they can include clauses that suits them, and structure the deal in their favour. 

In contract for project works, the contract draft is prepared by the project owner and it is invariably adapted by the contractors. This is because the contractors? bids are received against a bid (tender) document, which is issued to them by the project owner for bidding. Project contracts are of the following types: 

•   Supply contract. 
•   Installation contract. 
•   Civil works contract. 
•   Supply-cum-installation contract.  

The project firms have developed different standard templates for each of these contract types. For supply of standard products, the supplier also has his own template of terms and conditions, which you may have to accept and agree mutually.  

"Boilerplate? is a term adopted by lawyers to describe parts of a contract that are "standard text". You need to consult a good business lawyer to prepare boilerplates. The standard text may seem less important, but can end up being tremendously important in the event of a dispute.  

Examples of key boilerplate terms are given here under: 

•   The prevailing party in any dispute will be awarded its attorney fees. 
•   The contract includes all representations, warranties and agreements of the parties (the integration clause). 
•   Ambiguous language in the contract shall be interpreted as to its fair meaning, and not strictly for or against a party. 
•   Disputes will be resolved by binding arbitration, not litigation. The clause will also state the rules and venue of arbitration. 
•   Time is of the essence of the contract.