Your assignment is to invent a business with goods to be produced and sold, and then create a contract for sales (governed by the UCC). ---NOT a contract for services or real estate sale or rental) 1. Create a product, or goods to be sold through the contract agreement 2. Create and name your company (which will be referred to in the contract as the "SELLER".) 3. Create and name the other party to your contract (which will be referred to in the contract as the "BUYER"). 4. Write a preamble paragraph that designates what the purpose of this contract is and what it is designed to accomplish. It also serves as an introduction of the parties involved in the contract, and states that they will be referred to throughout the rest of the contract as SELLER and BUYER. 5. Create basic clauses to cover the following areas: a. Description of Goods/Specifications (color, size, dimensions, features, etc. whatever is necessary to adequately describe the product). b. Quantity c. Price/Payment provisions (Price per unit? Flat fee for entire lot? Payment up front? Installment payments? Payment upon Delivery? Whatever fits your type of product, etc.) d. Delivery Date and any other pertinent deadlines e. Penalties for failure to meet deadlines f. Shipping arrangements g. Risk of Loss (Liability for damage or lost shipment) h. Warranties i. Choice of Law Clause (the laws of which state shall govern) j. Arbitration Clause k. Integration Clause l. Time is of the Essence (if this is applicable to your product) m. Force Majeure Clause n. Any additional Optional Terms/Clauses that have been discussed and covered in the reading and lecture material that you feel are appropriate or necessary for the subject matter of your contract. These clauses should be distinct numbered paragraphs with a heading.

6. Include Signature Block for BOTH "Buyer" and "Seller" with place for the Date for each signer. 7. The important thing is that your contract considers and covers all the important/necessary components of a contract as well as consequences and contingencies involved with the performance of the parties. In grading these, I am much more concerned with content and completeness and less concerned whether the wording of the clauses is perfect. 8. Strive to avoid vagueness (too general) or ambiguity (more than one meaning could be interpreted). A good check on the finished product is to have someone who is not familiar with Business Law or Contracts read your contract and see if they understand what each party is supposed to do to fulfill their obligations under the contract, or if they see confusion in the text of the clauses. 9. DON'T copy a contract from the internet