Signing Contracts Under Laws of the USA

Signing Contracts in the USA

These notes relate to signing contracts under laws of the United States. If you are signing under English law, please refer to our Notes for Signing Contracts under English Law.

We also offer guidance on signing contracts in India.

Completing Your Contract Template

All ContractStore’s documents are templates.

Prepared in MS Word, they are designed to be user friendly so as to enable you, our customer, to adapt and/or fill in the details easily.

As templates, our documents contain blank spaces and square brackets and sometimes there are alternative versions of a clause for you to choose.

Every contract published and sold by ContractStore comes with detailed Explanatory Notes

These are designed to help you understand the contract and complete the necessary details. They do not form part of the contract and should be removed before it is ready for signing. You can also read the Explanatory Notes that accompany each contract on our website before you buy.

DATE

The date usually appears at the beginning of the contract but it is normally the last item to be completed as it will usually be dated when it has been signed by all parties.   Sometimes, however, performance under an agreement will start before - or perhaps some time after - the date on which the agreement is actually signed.  This can be catered for in the language of the contract.  For example, in our Exclusive Distributor Agreement (Doc US101) there is a defined "Effective Date" which specifies the date upon which the term of the agreement commences.

PARTIES

Be sure to insert full and accurate details here.  The details will vary depending on whether a party to the contract is a corporation, limited liability company, partnership, individual or some other entity, and whether the party is based in the United States or another country.

Examples of how to fill in the details of each party are as follow:

Corporation:

XYZ, Inc., a corporation organised and existing under the laws of the State of New York, and having its principal place of business at 123 Anywhere Street, New York, NY 10001, USA.

Limited Liability Company:

XYZ, LLC., a limited liability company organised and existing under the laws of the State of New York, and having its principal place of business at 123 Anywhere Street, New York, NY 10001, USA.

Partnership:

Smith & Jones, a partnership organised and existing under the laws of the State of New York, and having its principal place of business at 123 Anywhere Street, New York, NY 10001, USA.

Individual who carries on business as a sole proprietor:

John Doe, a resident of the State of New York, a sole proprietor with a principal place of business at 123 Anywhere Street, New York, NY 10001, USA.

Individual:

Jane Doe, a resident of the State of New York, of 123 Anywhere Street, New York, NY 10001, USA

In the case of an individual it is usually best to insert that person’s home address.

Note:  Sometimes the (official) address which appears on page 1 of the contract after the name of a party will be different from the address at which that party conducts its operations under the agreement.  In that case, the "Notices" clause in the contract can refer to the address for routine communications.

MAIN TEXT OF THE CONTRACT

Where we have inserted wording in square brackets and/or in italics, this indicates that the wording is there by way of example - e.g. time periods or the name of an institution which will appoint an arbitrator.  Be sure to remove the square brackets and insert the selected language before finalising the contract.

Generally, of course, the entire text of the agreement will have to be carefully reviewed and amended to cater for your particular requirements.

It is often advisable to refer the agreement to a attorney or other legal adviser before it is finalised.  If you do not have a lawyer, ContractStore may be able to assist if you contact us.

SIGNING THE CONTRACT

Always ensure that whoever signs the contract has authority to do so. 

Corporation or Limited Liability Company

In the case of a corporation or a limited liability company, the Bylaws or Operating Agreement may specify who can sign.  Under US law, the signature of a director or executive officer can normally be relied upon by the other party as a director or executive officer will usually have ostensible authority with which to bind the entity of which he/she is a director or executive officer. 

Partnership

It is usually not practical to get all the partners to sign so check to ensure that the partner or partners who sign have authority to do so.

Sole Proprietor

The individual who owns the business should sign.

Government Agency

Where a government agency is a party to a contract, confirmation as to the authority of the person signing should be obtained.

Individual

In the case of an individual, clearly the individual should sign personally. 

NOTARISATION

The underlying purpose of having a signature notarised is for evidentiary reasons.  The notary stamp serves as proof that the signature on the agreement is indeed the signature of the party whose name appears.

In the United States, most contracts can be effective without any signatures being notarised; notarisation is normally only required in respect of documents that are being registered (such as transfers of land, etc.).  However, different jurisdictions have different rules, so always check the position before finalising the contract.

LETTER AGREEMENTS

Some contracts are written in the form of a letter that sets out the terms.  In order to have a legally binding agreement, the party signing the letter and the party to whom it is addressed will need to sign.  This is usually dealt with by sending two copies of the letter to the other party, asking them to sign and return one copy.

NUMBER OF ORIGINAL CONTRACTS

It is usual for each party to a contract to retain one original.  Thus, where there are two parties, two original copies should be signed and one retained by each party.

A contract can only be effective if the necessary formalities to create a binding agreement between the parties have been observed.  If in doubt, obtain legal advice from lawyers in the appropriate jurisdiction.

EXAMPLES OF WORDING WHEN SIGNING OR EXECUTING CONTRACTS

Simple Agreement:

CORPORATE-STYLE SIGNATURE BLOCK:

XYZ, INC. [insert actual name of corporation]

___________________________________________  [signature]
By: John Doe  [insert actual name of person signing]
Its: President and CEO  [insert actual title of person signing]

INDIVIDUAL-STYLE SIGNATURE BLOCK:


___________________________________________  [signature]
JOHN DOE [insert actual name of party]

 

Letter Agreement:

If the provisions of this Letter Agreement are agreeable to you, please indicate your acceptance thereof by signing a copy of this Letter Agreement and returning it to us.

Yours sincerely,


 

On the copy:  

ACCEPTANCE:

The foregoing Letter of Intent is hereby accepted as of [                        ], 20[  ].


XYZ INC. [insert actual name of corporation]

___________________________________________  [signature]
By: Jane Smith  [insert actual name of person signing]
Its: President and CEO  [insert actual title of person signing]
 

MORE INFORMATION

In addition to the explanatory notes which come with each document, there is further free information in our Free Downloads section. You’ll find notes on Arbitration, Governing Law and several other topics that can help you get your document just right.

If you need help amending or adding clauses to our template, please email us on contracts@contractstore.com briefly describing your requirements and we will be happy to give you a quote. You can order and pay for fixed-price tailoring services via our website.

Tailor-made Contracts

If you need a contract which is not available on our website we may be able to commission this for you.  Please email us with an outline of your requirements to contracts@contractstore.com

A Reminder

We wish to take this opportunity to remind you that our documents are sold on the basis that you will obtain appropriate legal advice before using them and that you will adapt them to meet your own particular requirements.   We are publishers of standard form documents, not legal advisers.

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