Drafting Agreements in English

An agreement is divided into easily recognisable sections. These are our recommendations on drafting each part of an agreement in English at the UPC.

Title

• An agreement begins with a title, which must include the following:
  
  - the type of agreement
  - the institutions or bodies signing the agreement
  - the object of the agreement
  
  [type] Educational cooperation agreement [signatories] between the Vall d'Hebron Research Institute and the Barcelona School of Informatics of the Universitat Politècnica de Catalunya [object] on external academic placements

• Use bold or all caps in the title to make it stand out.
  
  Collaboration agreement between the Universitat Politècnica de Catalunya (UPC) and ...... to regulate its affiliation with the UPC as an associated research entity
  
  COLLABORATION AGREEMENT BETWEEN THE UNIVERSITAT POLITÈCNICA DE CATALUNYA (UPC) AND ...... TO REGULATE ITS AFFILIATION WITH THE UPC AS AN ASSOCIATED RESEARCH ENTITY
  
  
• Do not use more than one style (bold and italics, for example) to highlight the title. Do not underline it.

Parties

• This section gives information on the parties legally representing each of the signatory bodies.
  
  
• It may start directly with the representatives' details or with a stock phrase such as one of the following:
  
  AT A MEETING
  
  BY AND BETWEEN
  
  Write them in all caps, without any punctuation and left-justified.
  
  
• Each representative's details are introduced using the following constructions:
  
  The first party, [representative of the UPC]
  The second party, [representative of the other body]
  
  Of the one part, [representative of the UPC]
  Of the other part, [representative of the other body]
  
  
• For the UPC representative, include the following details:
  
  - full name
  - post
  - legislation corresponding to the appointment to the post
  - postal address and tax identification number (NIF) of the UPC
  - legislation and UPC regulations that confer on the post the power to represent the UPC
  
  Of the one part, Professor Daniel Crespo Artiaga, rector of the Universitat Politècnica de Catalunya (hereinafter, the UPC), which is the holder of Tax Identification Number (NIF) Q-0818003F and has its registered address at Carrer Jordi Girona, 31, 08034 Barcelona, acting on behalf of the institution by virtue of the provisions of Article 20 of Organic Law 6/2001, of 21 December, on Universities, and articles 67, 68 and 169 of the Statutes of the Universitat Politècnica de Catalunya, approved by Government Agreement GOV/43/2012, of 29 May (Official Gazette of the Catalan Government no. 6140, of 1 June 2012) and pursuant to his appointment by Decree 115/2021, of 1 June (Official Gazette of the Catalan Government no. 8424, of 3 June 2021).
  
  
• In some cases the director or dean of a UPC school also signs the agreement. In this case, add:

Professor [full name], the dean of the [name of the school] of the Universitat Politècnica de Catalunya, likewise acts herein as a witness to this instrument.

• For the representative of the other body, the details that must be included differ depending on whether it is a public institution or private body. 
  
  
• Phrase
  
  The parties hereby mutually acknowledge each other’s legal capacity to enter into this agreement.
  
  

Recitals

• This section comprises statements that provide background information on the agreement's intention and the legal provisions that apply to it.
  It may begin in one of the following ways: 

BACKGROUND
HEREBY STATE
RECITALS
WHEREAS

If you use the "Hereby state" formula, the phrase on legal capacity must end in "and" to lead into it.

The parties hereby mutually acknowledge each other’s legal capacity to enter into this agreement, and

If there is more than one point, number them (ONE, TWO, THREE, etc.).  

• Phrase
  
  In view of the foregoing, the parties agree to conclude this agreement in accordance with the following
  
  Now, therefore, the parties have agreed to sign this agreement, which is governed by the following
  
  

Words of agreement, statement of consideration or clauses

• This is the document's core. It lists the agreements reached by the parties and therefore the object of the agreement or contract.
  
  In general, use the present tense. Use "shall" only when it can be replaced with the phrase "has a duty to".
  
  Start the section with one of the following:

AGREE AS FOLLOWS
CLAUSES

The text that follows is also left-justified and the points are numbered: ONE, TWO, THREE, etc.

ONE. Academic transcripts and degree certificates
1.1
2.2
TWO. Student and teaching staff mobility
2.1
2.2
THREE. Financial conditions
3.1
3.2

Close

• The close - generally a single sentence - introduces and appears just before the signatures. Some examples:

In witness whereof, the parties sign two counterparts of this agreement in the place and on the date indicated in the heading.

In witness whereof, the parties sign a single counterpart of this agreement electronically in Barcelona. 

Signatures

• The elements that make up the parties' signatures are ordered as follows:
  
  The party's name, e.g. Universitat Politècnica de Catalunya
  The full name of the party's representative
  The representative's post or position