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Let's Review A Contract! Contract Sections Definition Amazon Contract Questions Title Briefly states the overall purpose of the documentfor example, Sale Agreement or Purchase Agreement.

Let's Review A Contract!

Contract Sections

Definition

Amazon Contract Questions

Title

Briefly states the overall purpose of the documentfor example, "Sale Agreement" or "Purchase Agreement".

#1

What is the Title of this contract?

Identification of the Parties

Provides information about the persons and legal entities involved in the agreementfor example, legal names, state of incorporation, phone numbers and addresses

#2

Who are the parties to this contract?

Recitals (Also known as whereas clauses)

Discusses what the contract is about --provides the background of the transaction and/or a brief statement of what the parties interests are in entering into the agreement

#3

Where are the recitals to this contract located?

Consideration

Identifies why the parties are entering into the contract--what are the parties receiving and/or giving up for being a party to this contract? What is the "bargained for exchange? Many contracts identify the consideration in the recitals section or provide a recital that the contract is being entered into "for good and valuable consideration"

#4

What is the consideration provided by each party in this contract?

Term

States the period of time that the contract is in effect

#5

How long does this contract last?

Confidentiality Clause

This area of the document defines any confidentiality requirements. For example, if you are entering into a contract with another party and the other party will get access to sensitive or confidential information belonging to your business, you should ensure that they cannot misuse or steal this information.

#6

What is considered confidential in this contract?

Non-Competition Clause

One party agrees not to enter into or start a similar profession or trade in competition against another party. Some courts refer to these as "restrictive covenants"

#7

Is the non-competition clause in this contract reasonable? Discuss fully.

Non-Interference Clause

Prohibits a former employee from inducing or soliciting any current employee of the Company or any person doing business with the Company to terminate his or her employment or business relationship with the Company or otherwise interfering with an existing relationship

#8

What is the duration of the non-interference clause in this contract?

Invention Assignments Clause and Copyright Act's "Work for Hire" Clause

Typically states that the employer will own trade secrets, patentable inventions and copyrightable works that employees create in the workplace

#9

In this contract, who owns inventions created by employees outside of the workplace?

Severability Clause

Allows certain parts to remain in effect even if others are illegal or unenforceable

Governing Law Clause

Declares which rules and laws will govern the agreementif legal issues arise.

#10

The law of which state governs this contract?

Reference

https://bbhosted.cuny.edu/bbcswebdav/pid-61465336-dt-content-rid-473679837_1/xid-473679837_1

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