Drafting a contract: where to start and what structure you need

Drafting a contract does not start with “a template from the internet.” It starts by fixing the deal: who does what, for what money, by when, and what happens if there is a breach. Below is a working structure; a more detailed builder of the sections is in “How to draft a contract from scratch”.

Essential sections of a contract

The essential sections of a contract are the ones without which the deal is either not treated as agreed or is guaranteed to produce a dispute. The minimum that must be in the text: the parties and their details, the subject matter, the price and payment procedure, deadlines, the acceptance procedure, liability, and the termination procedure.

Which sections a contract should have

• Parties: who enters into the contract and on what basis they sign
• Subject matter: what exactly is done or transferred, with a measurable result
• Price and payment procedure: amount, stages, deadline, and documents for payment
• Deadlines: start, end, and interim stages
• Acceptance: form of the certificate, review period, and the rule for a reasoned refusal
• Liability: penalties, a cap on losses, and force majeure
• Amendment and termination: grounds, notice period, and settlement on exit
• Details and signatures, including how documents are exchanged
• Annexes: a statement of work, an estimate, and certificate forms — with references from the main text

Sections on confidentiality, rights in the result, and venue are not formally required, but for commercial deals their absence is a typical gap. To check that every section is present in a finished file, use a risk check of the contract.

How to draft a contract: 6 blocks

1. Preamble and the parties’ details
2. Subject matter: result, scope, and criteria
3. Price, payment procedure, and certificates
4. Deadlines, acceptance, and warranty
5. Liability, termination, and force majeure
6. Annexes, signatures, and details

Common drafting mistakes

• A vague subject matter with no measurable result
• Payment “on completion” with no certificate and no review period
• Penalties for one party only
• References to annexes that are not in the set

Special types

• Civil-law (GPH) contract / with a self-employed person
• Work contract
• Lease agreement
• Employment contract
• Services agreement