Contracts governed under Delaware do not require the parties to visit Delaware or be located in Delaware. Because Delaware law and courts are fair and predictable parties often choose Delaware to govern contracts across the country and around the world.

The contract should specify the reciprocal performance expectations of the parties. Usually, the first party to draft a contract has a significant advantage because many provisions more favorable to the drafter remain after negotiations. What you think may be most favorable to you may not be objected to during negotiations. Although it may be changed through negotiation, often the negotiations result in favorable items being left in the contract you thought might have been unacceptable to the other side. It is easier to draft the first version than to try and negotiate away from someone else’s first draft. Once executed, both parties are held to the terms of the contract.

Business person contacts not prepared by an attorney often are missing recommended boilerplate contractual terms. Also, sometimes business people put in ambiguities or use industry terms without defining them, which may cause problems later. One common oversight is failing to specify the right to attorney’s fees and selection costs in case of breach. Another common problem is not specifying parties clearly with their respective rights and obligations.