(i) First part of an agreement: what to include and what to avoid.

The contract title. Contracts need a name or title. The term agreement is more common in a title than the term contract, but both have the same meaning. The title should simply reflect the nature or central purpose of the agreement, indicating whether it is a licence, confidentiality agreement or other contract. The title should be concise: rather than Agreement for the Development, Implementation and Maintenance of a Franchise, simply use Master Franchise Agreement.

Effective date or signing date. The first line often includes a date. This is the date that the contract was entered into or the date that the contract will become commercially effective, unless the contract states otherwise.

The contracting parties. Every contract identifies the contracting parties on the first page (or contains a reference on the first page that refers to a schedule in which parties are identified). The sections identifying the contracting parties should state the information required under the applicable civil procedural law to be included in a writ of summons. Obviously, this begins with each party’s (complete) name.

Business groups or units. There is no need to include a statement that the agreement relates to a particular business group or business unit of the contracting entity. Such groupings have no legal capacity to enter into a contract, or the statement is superfluous. If you would like to limit the scope of the agreement, express this in the relevant contract provision. The effect will probably be negligible in the event of a dispute, since a claimant will not be precluded from being granted rights over assets of other business groups or business units of the same legal entity.

“Also on behalf of affiliates”. Equally undesirable is a statement in the parties’ block that a party also acts on behalf of its Affiliates. Firstly, the same statement would also need to be reflected in the signature blocks (and there, the affiliates would need to be duly represented). Secondly, it is questionable whether such a statement is desirable from a liability-limiting perspective. Thirdly, such a statement is ambiguous because the precise scope and meaning is unclear: it would be much more accurate (and adequate) to stipulate a provision to be for the benefit of an affiliate where relevant.