What clauses should be included in any contract?

According to Art. 628 of the Civil Code of Ukraine, the content of the contract consists of conditions (clauses) determined at the discretion of the parties and agreed upon by them, and conditions that are mandatory in accordance with acts of civil legislation. According to Article 630 of the Civil Code of Ukraine, a contract may establish that its separate conditions are determined in accordance to the typical terms of contracts of a certain type. If the contract does not contain a reference to standard terms, such standard terms may be applied as a custom of business turnover if they meet the requirements of Article 7   of the Code.

According to Art. 7 of the CCU, civil relations may be regulated by custom, in particular by the custom of business turnover. A custom is a rule of conduct that is not established by acts of civil legislation, but is established in a certain area of civil relations. The custom may be recorded in a relevant document. A custom that contradicts a contract or acts of civil legislation is not applicable in civil relations.

So that there are no problems with the counterparty regarding issues that seemed insignificant and understandable to everyone, it is better to highlight these nuances in the contract.

There are many different types of contracts, so the clauses that need to be included in the contract may differ depending on the type and subject of the contract. However, some general clauses that are recommended to be included in any contract include the following (in Ukrainian for the jurisdiction of Ukraine), for example:

It is recommended to include the clause in any contract

• Liability for damages in connection with the violation of tax legislation (cases of prosecution for violation of tax legislation by the counterparty are minimized) (RUS, ENG, POL, BUL).
• Obligation to register a tax invoice and a proportional fine (protection against situations when the counterparty does not register a tax invoice) (RUS, ENG, POL, BUL).
• Term of validity of the contract (autolongation) (an essential condition of the contract according to Article 631 of the Civil Code) (RUS, ENG, POL, BUL).
• Clause on authorized persons in the contract (it will help with pre-trial regulation and establish communication, because the responsible persons of the counterparties will be known in advance) (RUS, ENG, POL, BUL).
• Means of communication and exchange of documents between the parties (systematizes document flow between counterparties, will help with pre-trial/judicial regulation) (RUS, ENG, POL, BUL).
• Distribution of costs between the parties (standard) (it will help with pre-trial regulation and adjust operations between counterparties, because repeatedly, for example, counterparties do not specify which of them pays for the delivery of documents, or additional costs for loading/unloading goods, which then leads to disputes). (RUS, ENG, POL, BUL).
• Anti-corruption clause (cases of prosecution for violation of anti-corruption legislation by the counterparty are minimized, it is recommended to include in the public procurement contract) (RUS, ENG, POL, BUL).
• Sanction clause ,   sanctions clause 2   (will help to unilaterally refuse to perform the contract if the counterparty turns out to be a supplier of sanctioned goods) (RUS, ENG, POL, BUL)
• Force majeure (clause of the contract to which great attention should be paid, therefore it is necessary to define in detail what is included in force majeure circumstances and the procedure for actions in their occurrence) (RUS, ENG, POL, BUL).
• A delay in the exercise of a right is not a waiver of it (you can apply for the protection of violated rights within any period provided by the contract and legislation. (RUS, ENG, POL, BUL)
• Completeness of the Agreement (the Agreement and its annexes are a single document) (RUS, ENG, POL, BUL).
• Copies and amendments to the Agreement   (repeatedly there are cases when it is necessary to make changes to an existing contract, so it is important to determine in advance the mechanism of its changes) (RUS, ENG, POL, BUL).

This is not an exhaustive list, we will periodically publish an updated database of disclaimers for your convenience.

In the InstaDoc document designer, you can always:

1. create your own document templates and automate the preparation of simple documents based on templates;
2. use the database of ready-made documents on the website with auto-filling of counterparty data;
3. keep a register of counterparties, keep KUS profiles of counterparties in the register, including their supporting documents;
4. use different types of signatures, such as a signature with a one-time identifier and a qualified electronic signature
5. adjust the route of approval and signing of documents both within the company and with external counterparties.

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