37 A. Anatomy of a contract (know the map)

1. Title & date ("Supply Agreement", dated …) 2. Parties (full legal names, addresses, registration numbers — capacity: majority, sound mind, authorised signatory) 3. Recitals (WHEREAS clauses) — background and purpose (concise, no operative promises) 4. Definitions — only terms needing special meaning ("Goods means…") 5. Operative provisions: - Subject matter (what is sold/licensed/done) - Price & payment (amount, currency, milestones, taxes, interest on default) - Delivery/performance & deadlines (place, manner, inspection, acceptance) - Obligations of each party (numbered, with dates) - Representations & warranties ("The Seller warrants that it owns the Goods free of encumbrances.") - Liability: caps, indemnities, liquidated damages - Force majeure — suspends obligations for specified events - Term, renewal & termination (notice, breach, consequences, exit obligations) - Dispute resolution: negotiation → mediation → arbitration (Arbitration Act 2055 in Nepal — seat, language, number of arbitrators) or litigation (jurisdiction/venue) 6. Boilerplate: notices (addresses, method), entire agreement, amendments in writing, severability, assignment, waiver, governing law, counterparts 7. Signature blocks (names, designations, witnesses where customary; company seal where used) — and Nepal formalities: stamp duty and, for deeds required to be registered (e.g., transfer of immovable property), registration under the deed-registration laws.