What Are Contract Recitals And How Do You Write Them?

Any written document, including a legally binding document such as a contract, is open to interpretation. Contracts, which lawyers and other legal professionals prepare, often contain a lot of legalese and obscure language, which make it hard for the layperson to interpret them correctly.

Misinterpreting a contract can lead to serious consequences, including legal and financial disputes.

You can prevent misunderstandings and misinterpretations by including contract recitals immediately after a contract's preamble (the opening paragraph).

This article will cover the types of contract recitals and share tips for drafting recitals that are clear, concise, and accurate.

What Are Contract Recitals?

Each business contract contains several sections, including:

• Title: Reflects the purpose of the contract, such as "Sales Contract" or "Service Level Agreement"
• Operative provisions (operative clauses): Define the rights of the parties involved and their obligations. These form the "heart" of a contract
• Boilerplate clauses: Standard clauses in every contract, such as force majeure and governing law and jurisdiction. These clauses are usually located at the end of a contract

Contract recitals come before operative clauses and provide facts, context, and background information to clarify the purpose of the contract and aid correct contract interpretation. Complex agreements will typically contain a higher number of recitals. Legal professionals sometimes start recitals with the antiquated term "Whereas,." For example, "Whereas, Party A owns the intellectual property and Party B intends to license it..."

To resolve contract disputes, courts of law or arbitrators can reference recitals to interpret a contract's purpose and the parties' intent.

Are recitals legally binding?

Contract recitals are not legally binding.

However, if the enforceable terms of a contract - as laid out in the operative clauses - are unclear or contradictory, courts can refer to recitals to clarify any ambiguity about the terms or parties' intent.

When Are Contract Recitals Likely to Be Admissible?

If operative clauses are clear and accurate, dispute resolution authorities typically do not need to refer to the recital section.

However,  if the operative provisions are ambiguous, recitals may be used to clarify the parties’ intent of the parties and interpret disputed contract provisions.

If legal professionals overlook recitals — assuming they are mere boilerplate — they may inadvertently create complications for all parties involved.

Common Types of Contract Recitals

Contract recitals depend on their purpose, nature, and intent..

Party-related recitals

Party-related recitals provide relevant details about parties entering into a contract, such as

• Legal names
• Addresses
• Each party's business activities
• Nature of the parties' business relationship, or
• Any prior arrangements leading to contract formation

Example: "Whereas, Party A is a software development company specializing in mobile applications, and Party B is a retail business seeking a customized mobile application to enhance customer engagement."

Purpose-related recitals

Purpose-related recitals provide background information about the purpose or objective of an agreement. They describe the goals, intentions, and objectives of parties forming a contract.

Example: "Whereas, Party A agrees to grant Party B a non-exclusive, worldwide license to use the software to manage its inventory and streamline its supply chain processes."

Context or background recitals

These recitals describe the circumstances or events leading to the contract and can provide insight into its purpose.

Example: "Whereas, Party A and Party B have previously collaborated on several joint projects, including the successful launch of a SaaS platform for the health industry in 2025."

Compliance-related recitals

Compliance with relevant laws and regulations can be a prerequisite to contract formation. For example,

• Mergers and acquisitions are subject to antitrust laws or competition regulation
• Construction contracts require compliance with zoning laws, building codes, and environmental regulations
• Pharmaceutical companies in the US must comply with FDA regulations before entering into contracts related to the sale and distribution of drugs

Compliance-related recitals demonstrate compliance with relevant laws and regulations.Example: "Whereas, the parties acknowledge that the construction of the building must comply with all applicable laws, including and not limited to local building codes, zoning ordinances, environmental regulations, and relevant federal, state, and local laws."

Recitals for amendment or extension

Contract extensions, amendments, or replacements are examples of situations that lead to new contracts. Recitals can refer to an original contract and provide background information to clarify the reason for the contract and aid in its interpretation.

Example: "Whereas, Party A (the Provider) and Party B (the Customer) entered into a SaaS Agreement dated 1st Jan 2020, under which Party A provides Party B access to its software for managing customer relationships."

Tips for Writing Contract Recitals

A well-drafted contract must establish agreed-upon rules, protect clients' interests, and anticipate risks and problems that can arise during contract performance.

These best practices will help you draft clear and accurate recitals that aid these objectives.

Don't reinvent the wheel

To understand how to draft recitals for your contract, refer to previous contract recitals from your firm, legal publishers, or regulatory bodies.

Know your objective

Before writing, be clear about what you want to achieve with the recitals.

Include historical background

Historical information serves as a factual summary for those unfamiliar with the parties and their relationship - including courts or arbitrators - who might need to interpret the contract.

Example: "WHEREAS, the Provider desires to provide and the Customer desires to receive access to the SaaS platform under the terms and conditions set forth in this Agreement."

State the contract's purpose

Including the contract's purpose forces you and, more importantly, your clients to develop clarity and agreement about the purpose, which will serve as a common point of reference for the contract draft and its subsequent performance.

Example: "WHEREAS, Customer desires to access and use Provider's proprietary SaaS Platform to analyze customer data".

Pro tip: Take a holistic view of different sections in a contract. This will help you and your clients prepare contracts and take subsequent actions that ensure the achievement of desired outcomes.

Communicate intent clearly

Does "website redesign" refer to a visual overhaul or complete functional changes?

Does "lease" refer to an operating lease or financing lease?

In the event of arbitration or litigation, ambiguity about the involved parties' intent can hamper efforts for dispute resolution. Therefore, be clear when communicating intent.

Example: "WHEREAS, Provider intends to grant the Customer access to the SaaS Platform and provide related services, including but not limited to software updates, customer support, and technical assistance, subject to the terms and conditions outlined in this Agreement."

Use contemporary language

"WITNESSETH," "WHEREAS, "NOW, THEREFORE," and "HEREINAFTER" are examples of antiquated words and phrases lawyers commonly use in contract documents.

These terms add no practical purpose.

Contracts you draft will serve as a point of reference for non-legal professionals. Therefore, use modern, contemporary, and simple language for contract drafting.

Example: "The Provider offers a SaaS platform for cloud storage and agrees to provide access to the Customer under the terms of this Agreement."

Don't include operative provisions in recitals

Recitals are not legally binding. Operative clauses, such as contract terms, warranties, conditions, and representations, belong in the main body of the contract. Therefore, don't include operative provisions in recitals.

What Should I Do to Ensure That the Recitals Are Taken into Consideration?

To ensure recitals are taken into consideration you can:

• Place them at the beginning, before the operative clauses
• Include only facts, which by definition, are not open to interpretation
• Provide context and background rather than overwhelming information and detail
• Use clear and concise language, ensuring recitals align with the contract’s main body
• Refer to recitals in key provisions to reinforce their relevance

How Docupilot Helps with Bulk Contract Automation

Docupilot is a powerful platform for contract automation. It supports numerous features, including the following:

• A template library, the ability to create templates from scratch, or upload and use DOCX/XLSX/PDF templates to speed up contract creation
• Basic and advanced conditionals, dynamic tables, numerical calculations, maps, QR codes, and advanced formatting allow the creation of highly customized contracts and business documents
• Integrates with 70+ third-party apps like Zapier, Make, and DocuSign, for workflow automation, electronic signatures, and more

Docupilot has an intuitive and easy-to-use interface. Follow this step-by-step process to generate business contracts with Docupilot.

Step #1: Log in to Docupilot

Log in to Docupilot with your credentials.

Step #2: Create or Upload a Template

Click the ‘Create Template’ button.

Now, you have three options:

• Click on ‘Online Builder’ to create a contract template from scratch
• Click on ‘PDF’ or ‘DOCX’ to upload an existing template in the respective file format
• Click on ‘Pick From Gallery’ to use a template from the Docupilot library

Once your template loads, you can add static and dynamic content, and apply formatting. 

Static content includes text, images, and tables. 

Use merge fields to add dynamic content, which is content that is always changing in your document. The format for merge fields is {{company_name}}, {{client.name}}. To fill these fields, you must connect your template to the relevant data source(s). 

The AI builder is under development. Soon you will be able to create contracts from a few well-defined prompts.

Step #3: Generate the Contract

Once a template is ready, you can test it by clicking the ‘Test’ button.

Docupilot will render a preview of your template, which you can review and edit if required. 

Once satisfied with the template, you can generate the contract, deliver it to a client, or store it online.

Docupilot offers simple credit-based pricing. It is affordable for startups and large enterprises alike. All pricing plans support unlimited templates and testing and the full feature set.

Sign up for a 30-day free trial and start creating comprehensive business contracts.

FAQs

What is the difference between recitals and agreements?

Recitals are one of the numerous sections in a business agreement. They provide context and background and are not enforceable.

A legal agreement, on the other hand, defines obligations and commitments and is enforceable.

What is the difference between the preamble and recitals?

The preamble is a general statement of purpose at the beginning of a contract. Recitals follow the preamble and include detailed background information to explain the purpose of the contract.