Recitals clause: Copy, customize, and use instantly
Introduction
A recitals clause provides the background and context for the agreement, outlining the reasons why the parties are entering into the contract. It typically includes statements of intent, understanding, and any relevant facts that provide clarity about the purpose of the agreement. The recitals help to set the tone of the contract and can be important for interpreting the terms of the agreement later on.
Below are templates for recitals clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard recitals clause
This version provides a general framework for the recitals.
WHEREAS, [Party A] and [Party B] desire to enter into this Agreement for the purpose of [brief description of the purpose or intent of the agreement];
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:
Recitals clause with provision for identifying the parties
This version identifies the parties more clearly.
WHEREAS, [Party A], a [type of entity] with its principal place of business located at [address], and [Party B], a [type of entity] with its principal place of business located at [address], wish to establish a formal business relationship for the purpose of [describe the purpose of the agreement];
NOW, THEREFORE, the Parties, intending to be bound, hereby agree to the following terms and conditions:
Recitals clause with provision for outlining the background facts
This version includes background facts.
WHEREAS, [Party A] is engaged in [describe business or activity] and has expertise in [describe expertise];
WHEREAS, [Party B] seeks to obtain such expertise and enter into a relationship with [Party A] to [describe purpose of relationship];
NOW, THEREFORE, the Parties agree to the following terms and conditions to further their mutual goals:
Recitals clause with provision for highlighting the objectives of the agreement
This clause focuses on the objectives.
WHEREAS, the Parties wish to enter into this Agreement in order to [state the main objective], and
WHEREAS, the Parties have agreed to cooperate in [specific actions or arrangements];
NOW, THEREFORE, the Parties, for good and valuable consideration, agree as follows:
Recitals clause with provision for joint venture
This version outlines the formation of a joint venture.
WHEREAS, [Party A] and [Party B] desire to enter into a joint venture for the purpose of [describe business objective];
WHEREAS, the Parties intend to combine their resources, expertise, and efforts to achieve [specific goals];
NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows:
Recitals clause with provision for specifying prior negotiations
This version includes prior negotiations.
WHEREAS, the Parties have engaged in extensive negotiations regarding [describe subject of negotiations] and wish to formalize their agreement through this document;
NOW, THEREFORE, the Parties, having reached a mutual understanding, hereby agree as follows:
Recitals clause with provision for defining specific terms
This version defines key terms in the recitals.
WHEREAS, [Party A] and [Party B] wish to enter into this Agreement for the purpose of [describe purpose], and have agreed on the following terms: [insert key terms];
NOW, THEREFORE, the Parties, in consideration of these terms, hereby agree as follows:
Recitals clause with provision for purpose and scope
This version focuses on the purpose and scope.
WHEREAS, [Party A] is engaged in [describe business activity] and [Party B] seeks to collaborate with [Party A] to [describe scope of the collaboration];
NOW, THEREFORE, the Parties agree to the terms set forth below to facilitate their mutual cooperation.
Recitals clause with provision for past dealings
This version highlights prior dealings between the parties.
WHEREAS, [Party A] and [Party B] have previously engaged in [describe past dealings], and both Parties now wish to formalize their ongoing business relationship;
NOW, THEREFORE, the Parties agree to the following terms to govern their future transactions.
Recitals clause with provision for distinguishing legal entities
This version clarifies the legal status of the parties.
WHEREAS, [Party A], a [type of entity] organized under the laws of [jurisdiction], and [Party B], a [type of entity] organized under the laws of [jurisdiction], desire to formalize their understanding and enter into this Agreement for the purpose of [describe objective];
NOW, THEREFORE, the Parties agree to the following terms:
Recitals clause with provision for relationship description
This clause describes the relationship between the parties.
WHEREAS, [Party A] and [Party B] intend to form a [relationship type, e.g., strategic partnership] for the purpose of [describe purpose];
NOW, THEREFORE, the Parties agree as follows:
Recitals clause with provision for conditional intent
This version includes conditional language.
WHEREAS, the Parties intend to [describe objective], subject to the fulfillment of [conditions];
NOW, THEREFORE, the Parties agree to the following terms to proceed with their objective upon the satisfaction of these conditions:
Recitals clause with provision for agreement on terms
This version focuses on the agreement of terms.
WHEREAS, the Parties have mutually agreed on the terms of their cooperation regarding [describe matter];
NOW, THEREFORE, in consideration of these agreed-upon terms, the Parties hereby enter into this Agreement:
Recitals clause with provision for past performance
This version highlights past performance or actions.
WHEREAS, [Party A] has successfully completed [specific task] for [Party B], and both Parties wish to continue their relationship under new terms;
NOW, THEREFORE, in recognition of past successes and mutual goals, the Parties agree as follows:
Recitals clause with provision for general understanding
This version includes a general understanding between the parties.
WHEREAS, [Party A] and [Party B] have discussed their mutual interests in [describe activity], and wish to formalize their agreement for the benefit of both Parties;
NOW, THEREFORE, the Parties agree to the following terms:
Recitals clause with provision for addressing business challenges
This version addresses business challenges.
WHEREAS, [Party A] and [Party B] acknowledge the challenges faced in [describe industry or sector], and wish to enter into this Agreement to [describe goal];
NOW, THEREFORE, the Parties agree to collaborate and address these challenges in the following manner:
Recitals clause with provision for prior agreements
This clause references prior agreements.
WHEREAS, the Parties have previously entered into an agreement dated [insert date], and now wish to modify or supplement certain provisions in light of [new circumstances];
NOW, THEREFORE, the Parties hereby agree to amend the terms as set forth below:
Recitals clause with provision for regulatory compliance
This version addresses regulatory compliance.
WHEREAS, [Party A] and [Party B] wish to ensure compliance with [specific regulations or laws], and have agreed to formalize their relationship in accordance with these legal requirements;
NOW, THEREFORE, the Parties agree to adhere to the following terms:
Recitals clause with provision for specifying financial arrangements
This version addresses financial arrangements.
WHEREAS, [Party A] has agreed to provide funding in the amount of [insert amount] to [Party B], and [Party B] wishes to use this funding for [specific purpose];
NOW, THEREFORE, the Parties agree to the terms outlined below regarding the disbursement and use of funds:
Recitals clause with provision for mutual benefits
This clause emphasizes mutual benefits.
WHEREAS, both Parties seek to establish a relationship that provides mutual benefits in [describe area];
NOW, THEREFORE, in pursuit of these shared goals, the Parties agree to the following terms:
Recitals clause with provision for background of product development
This version addresses product development.
WHEREAS, [Party A] and [Party B] have collaborated in the development of [describe product or service], and now wish to formalize their partnership to continue development and marketing efforts;
NOW, THEREFORE, the Parties agree to the following terms to govern their ongoing cooperation:
Recitals clause with provision for defining responsibilities
This version defines the responsibilities of the parties.
WHEREAS, [Party A] will be responsible for [describe specific duties or responsibilities], and [Party B] will be responsible for [describe specific duties or responsibilities];
NOW, THEREFORE, the Parties agree to the terms and conditions as follows:
Recitals clause with provision for addressing market competition
This version addresses market competition.
WHEREAS, [Party A] and [Party B] wish to enter into a collaborative arrangement to jointly address competition in the market, specifically in relation to [describe market challenge];
NOW, THEREFORE, the Parties agree to combine their efforts as follows:
Recitals clause with provision for early-stage partnership
This clause addresses early-stage collaboration.
WHEREAS, [Party A] and [Party B] have decided to enter into an early-stage partnership to explore opportunities in [describe field or market];
NOW, THEREFORE, the Parties agree to the terms of this Agreement to formalize their initial collaboration:
Recitals clause with provision for defining shared goals
This version highlights shared goals.
WHEREAS, [Party A] and [Party B] have mutually agreed to work together to achieve common goals in [describe field or market];
NOW, THEREFORE, in consideration of these shared goals, the Parties agree to the following terms and conditions:
Recitals clause with provision for joint product development
This clause addresses joint product development.
WHEREAS, [Party A] and [Party B] wish to collaborate on the development of [describe product], combining their respective expertise in [specific fields];
NOW, THEREFORE, the Parties agree to the following terms to guide their joint development efforts.
Recitals clause with provision for dispute resolution
This version addresses dispute resolution.
WHEREAS, the Parties recognize the importance of resolving any potential disputes amicably and have agreed to adopt [specific dispute resolution process] as outlined below;
NOW, THEREFORE, the Parties agree to resolve any disagreements under the agreed procedures.
Recitals clause with provision for long-term collaboration
This version sets a long-term collaboration framework.
WHEREAS, [Party A] and [Party B] have decided to enter into a long-term collaboration in order to [specific objective], recognizing the strategic value of their combined efforts;
NOW, THEREFORE, the Parties agree to the following terms to formalize their ongoing collaboration.
Recitals clause with provision for pre-existing agreements
This version references prior agreements.
WHEREAS, the Parties have previously entered into an agreement on [date] regarding [describe previous agreement], and now wish to revise certain terms to reflect new developments;
NOW, THEREFORE, the Parties agree to the following updated provisions.
Recitals clause with provision for cooperation in research and development
This version outlines cooperation in research.
WHEREAS, [Party A] and [Party B] wish to collaborate on research and development efforts aimed at [describe objective], combining their respective expertise and resources for mutual benefit;
NOW, THEREFORE, the Parties agree to cooperate as outlined below.
Recitals clause with provision for protecting confidential information
This version focuses on confidentiality.
WHEREAS, both Parties acknowledge the importance of maintaining the confidentiality of sensitive information shared between them in the course of their relationship;
NOW, THEREFORE, the Parties agree to protect such information according to the terms of this Agreement.
Recitals clause with provision for mutual obligations
This version emphasizes mutual obligations.
WHEREAS, [Party A] and [Party B] recognize that both Parties have important obligations under this Agreement that are critical to achieving their shared goals;
NOW, THEREFORE, the Parties agree to fulfill their respective obligations as described below.
Recitals clause with provision for addressing potential conflicts of interest
This clause addresses conflicts of interest.
WHEREAS, the Parties wish to enter into this Agreement with full awareness of any potential conflicts of interest and agree to disclose any such conflicts promptly;
NOW, THEREFORE, the Parties agree to the following terms to mitigate and resolve any conflicts that may arise.
Recitals clause with provision for exclusivity agreement
This version includes an exclusivity agreement.
WHEREAS, [Party A] and [Party B] agree to an exclusive arrangement for the provision of [goods/services] within the defined territory;
NOW, THEREFORE, the Parties agree to the exclusive terms outlined below.
Recitals clause with provision for compliance with regulations
This version addresses regulatory compliance.
WHEREAS, [Party A] and [Party B] agree to comply with all relevant laws, regulations, and industry standards governing [describe industry], and recognize the importance of adhering to these legal requirements;
NOW, THEREFORE, the Parties agree to conduct their business in full compliance with applicable regulations.
Recitals clause with provision for financial arrangements
This clause addresses the financial arrangements.
WHEREAS, [Party A] will provide funding in the amount of [amount] to [Party B] for the purpose of [describe purpose], and both Parties acknowledge the importance of a clear financial arrangement;
NOW, THEREFORE, the Parties agree to the financial terms outlined below.
Recitals clause with provision for legal obligations
This version clarifies legal obligations.
WHEREAS, the Parties acknowledge their respective legal obligations under applicable laws and regulations, and wish to formalize their understanding through this Agreement;
NOW, THEREFORE, the Parties agree to fulfill all legal obligations as specified in this Agreement.
Recitals clause with provision for business expansion
This version addresses business expansion.
WHEREAS, [Party A] and [Party B] intend to collaborate on expanding their business operations in [region/market] to capitalize on emerging opportunities;
NOW, THEREFORE, the Parties agree to pursue the following terms for expanding their business activities.
Recitals clause with provision for product distribution rights
This version addresses product distribution.
WHEREAS, [Party A] has developed a product that [Party B] wishes to distribute in [region/market], and both Parties acknowledge the mutual benefit of establishing clear terms for distribution rights;
NOW, THEREFORE, the Parties agree to the following distribution arrangements.
Recitals clause with provision for addressing supply chain collaboration
This version focuses on supply chain collaboration.
WHEREAS, [Party A] and [Party B] agree to collaborate on the development and management of a supply chain for [product/service], recognizing the importance of a reliable and efficient supply chain for their mutual success;
NOW, THEREFORE, the Parties agree to cooperate as outlined below.
Recitals clause with provision for addressing third-party involvement
This clause includes third-party involvement.
WHEREAS, [Party A] and [Party B] wish to engage third parties in the execution of certain aspects of this Agreement, and both Parties recognize the importance of managing third-party relationships;
NOW, THEREFORE, the Parties agree to the following terms regarding third-party involvement.
Recitals clause with provision for implementation timeline
This version includes a timeline for implementation.
WHEREAS, [Party A] and [Party B] have agreed to a timeline for the implementation of [project/service] and recognize the importance of meeting key milestones and deadlines;
NOW, THEREFORE, the Parties agree to the timeline outlined below.
Recitals clause with provision for mutual commitment to objectives
This version emphasizes mutual commitment.
WHEREAS, both Parties are committed to achieving the mutual objective of [describe objective], and wish to formalize their commitment through this Agreement;
NOW, THEREFORE, the Parties agree to the following terms to achieve their shared goal.
Recitals clause with provision for clarification of roles and responsibilities
This clause clarifies roles and responsibilities.
WHEREAS, the Parties wish to clearly define their respective roles and responsibilities in relation to [project/activity], and recognize that clarity will ensure the success of the collaboration;
NOW, THEREFORE, the Parties agree to the division of roles as specified below.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.