Start with the transaction, not the template
Identify the correct legal parties and verify who may sign for them. Describe the goods, services or deliverables precisely, including acceptance criteria and any exclusions. For a cross-border arrangement, discuss the place of performance, currency, documentation, tax allocation and required approvals before treating a foreign template as suitable.
Contract review in Baghdad should include the documents that sit outside the main agreement. Purchase orders, technical schedules, tender conditions and correspondence may contain inconsistent provisions. An order-of-precedence clause helps the parties identify which text governs if a conflict arises.
Address payment and change from the beginning
Payment provisions should explain invoicing requirements, certification, due dates, disputed amounts and any agreed security. Avoid leaving the process dependent on an undefined approval. Where deductions or tax retention may arise, allocate responsibilities and identify the evidence needed to resolve them.
Define how instructions become approved variations. State who can authorise additional work and how its cost and timing will be assessed. Project teams should be able to operate the procedure without making informal commitments that the contract does not recognise.
Plan for delay, exit and disagreement
Review delay remedies, liability allocation, insurance, confidentiality, intellectual property, suspension and termination together. These provisions interact: an expansive indemnity can undermine a negotiated liability cap if the contract does not address the relationship clearly.
Select governing law, forum and dispute procedures in light of the parties, assets and likely enforcement location. An arbitration clause should identify the intended mechanism coherently; copying fragments from different clauses can create avoidable uncertainty.
For contract drafting or contract review in Iraq, send Etihad Law the latest draft, commercial summary and negotiation deadline. Include the provisions already agreed in principle and the risks management considers unacceptable. This allows the review to prioritise the issues that could affect performance, payment and recovery.
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