What is a WHEREAS Clause?

A WHEREAS Clause is a recital that sets out background facts and the parties' intent. While generally non-operative, clear recitals aid interpretation and provide factual context for enforcement.

Can WHEREAS create binding obligations?

Recitals are typically not operative, but poorly drafted recitals that include promises or conditions may be construed as binding. Keep operative obligations in the main agreement to avoid unintended duties.

Must recitals be signed separately?

Recitals form part of the contract and are effective when the agreement is executed; no separate signature line is required unless the parties choose to initial or acknowledge specific recitals.

Are THERE special rules for eSigning recitals?

Electronic signatures are legally valid under the ESIGN Act (15 U.S.C. ch. 96, 2000) and UETA in most states; ensure consent, attribution, and retention requirements are satisfied for enforceability.

Should recitals be notarized or witnessed?

Notarization and witness rules depend on state and document type. Most commercial contracts do not require notarization, but certain deeds, trusted instruments, or signature formalities may.

How do I correct an error in a recital after signing?

Amend the agreement with a written amendment signed by all parties or execute a corrective addendum. Keep the original executed version and record the amendment to preserve an audit trail.

Electronic Signature
Templates
Miscellaneous
Contract WHEREAS Clause

Contract WHEREAS Clause

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

CONTRACT WHEREAS CLAUSE

This General Business Agreement (the Agreement) is entered into effective as of (Effective Date), by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires certain professional services relating to ; and

WHEREAS, Service Provider represents that it has the qualifications, experience, personnel and capability to perform such services and deliverables described herein in a professional manner consistent with prevailing industry standards; and

WHEREAS, the parties desire to set forth their mutual understandings and obligations in writing as set forth in this Agreement.

SCOPE OF WORK

Detailed Scope of Work

PAYMENT TERMS

Total Contract Amount Payment Schedule and Milestones Deposit or Advance Amount (if any) Late Payment Fee

If any amount due under this Agreement is not received by Provider within days after the due date, Client shall pay interest on the overdue amount at a rate of , compounded monthly, or the maximum rate permitted by law, whichever is less.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until , unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date. Either party may terminate for material breach by the other party if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party to the other party that is designated as confidential or that, given the nature of the information or circumstances of disclosure, reasonably should be understood to be confidential. The receiving party shall: (a) use Confidential Information only as necessary to perform its obligations under this Agreement; (b) restrict access to Confidential Information to employees, agents or subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; and (c) not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law.

The obligations in this section shall survive termination of this Agreement for a period of years, except to the extent that information becomes publicly available through no fault of the receiving party.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Any legal action arising out of or relating to this Agreement shall be brought in the state or federal courts located in that state, and the parties hereby submit to the exclusive jurisdiction and venue of such courts.

ENTIRE AGREEMENT

This Agreement, including all exhibits and schedules attached hereto and any written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment to this Agreement is effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person signing on its behalf is authorized to bind the party. Neither party shall assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization.

Additional Provisions or Attachments (if any)

The parties acknowledge that they have read and understand this Agreement and agree to be bound by its terms.

Client - Printed Name:

By:

Date:

Service Provider - Printed Name:

By:

Date:

What a Contract WHEREAS Clause Is and when it appears

A Contract WHEREAS Clause is a recital section placed near the start of an agreement that summarizes background facts, the parties' intent, and the reasons the parties are entering into the contract. WHEREAS clauses are generally non-operative — they do not create duties by themselves — but they provide context that helps interpret operative provisions, resolve ambiguities, and memorialize facts such as prior agreements, deliveries, or condition precedents. Drafting clear recitals makes the contract easier to read, supports legal interpretation if disputes arise, and can streamline downstream tasks like compliance reviews and recordkeeping.

Why clear WHEREAS recitals matter in contracts

Well-drafted WHEREAS clauses reduce ambiguity, document the factual foundation for obligations, and help courts or arbitrators interpret intent. They improve contract readability and can shorten negotiations over background facts.

Who typically drafts and reviews WHEREAS clauses

Legal counsel, contract managers, and deal teams normally draft recitals to capture transaction facts before finalizing operative terms.

In-house counsel and outside attorneys who ensure recitals align with operative clauses and avoid inadvertent commitments.
Business owners and contract managers who supply factual context and required background statements for commercial transactions.
Paralegals and contract administrators who prepare standardized recital language and maintain version control across drafts.

Review by the signatory party and counsel is recommended to confirm factual accuracy and prevent recital-based disputes later.

Key components to include in a professional WHEREAS Clause

A concise set of recitals organizes background facts and links them to operative provisions; include only material facts and clear cross-references to reduce risk of misinterpretation.

Parties

Identify each contracting entity by full legal name and organizational type to avoid later identity disputes or misattribution.

Background Facts

State the essential circumstances or events that led to the agreement, focusing on facts necessary to interpret obligations.

Purpose Statement

Summarize the contract's primary objective in one or two sentences so courts can see the parties' shared intent.

References

Cite prior agreements, purchase orders, or exhibits precisely so recitals link to operative clauses and external documents.

Condition Precedent

Note any facts that must occur before obligations arise, and cross-reference the operative clause that imposes the condition.

Effective Date

When relevant, mirror the effective date language used elsewhere in the agreement to avoid conflicting start dates.

Step-by-step: Drafting and approving a WHEREAS Clause

Follow these steps to draft, review, and incorporate recitals cleanly into the contract.

01

Draft facts: Summarize only material background facts.
02

Link documents: Reference prior agreements and exhibits precisely.
03

Legal review: Have counsel confirm wording and avoid unintended obligations.
04

Include in workflow: Place final recital in the template before sending for signatures.

How recitals are used in the document lifecycle

Recitals move with the agreement through drafting, negotiation, execution, and archiving; ensure the final text remains unchanged between signature and storage.

Drafting: Author recitals in the master draft.
Negotiation: Revise only factual statements, not operative rights.
Execution: Ensure signed copy contains the agreed recital text.
Archival: Store recital-bearing final executed document.

Configuring online workflows for WHEREAS clauses

Map each editable field to a workflow control so signers see and acknowledge recitals when required.

Field	Configuration
Recital Text	Editable multi-line text field
Reference Link	Read-only exhibit reference
Initials Required	Optional initials checkbox
Signature Placement	Final signature block required

Platform and integration considerations for eSigning contracts with recitals

Use a signing platform that preserves the full PDF, audit trail, and field-level data when recitals are included in the executed document.

File formats: Support for PDF/X or PDF/A
Integrations: Connectors for Salesforce and NetSuite
Audit data: Timestamps and signer IP

Choose a platform that captures an immutable signed PDF and retains a searchable audit trail to support later interpretation or compliance reviews.

Timing notes and deadlines relevant to WHEREAS clauses

Recitals themselves rarely have filing deadlines, but their timing affects conditions, effective dates, and retention obligations.

Effective Date:

Match the recital effective date to the contract date.

Condition timing:

State dates for any condition precedent clearly.

Amendment windows:

Note when recitals can be modified by amendment.

Notarization timing:

If notarized, complete notarization before recordation.

Retention start:

Retention periods begin on execution or effective date.

Typical milestone timeline for drafting to storage

This sequence shows common stages from recital drafting through long-term retention.

01

Drafting Recitals

Author background facts and references for review.

02

Legal Review

Ensure recitals do not create obligations.

03

Execution

Signers approve the final recital text.

04

Common drafting mistakes to avoid with WHEREAS clauses

Including operative promises disguised as background facts that unintentionally create obligations.
Overly long recitals that introduce irrelevant facts and increase ambiguity in interpretation.
Using vague temporal language that conflicts with the contract's effective date or termination clauses.
Failing to cross-reference exhibits or prior agreements, making verification of recital facts difficult.

Risks and potential consequences of incorrect recitals

Ambiguity: May trigger litigation or costly interpretation disputes.

Unintended Obligations: Poor wording can create enforceable duties.

Tax Exposure: Incorrect facts may affect tax reporting or treatment.

Regulatory Risk: Sectors like healthcare can face compliance issues.

Execution Defects: Signed inconsistent recitals can invalidate clauses.

Recordkeeping Gaps: Missing executed recital copies hinder audits.

Security and compliance controls to protect recital language

Encryption: TLS 1.2/1.3 in transit

Data at rest: AES-256 encryption

Audit Trail: Timestamps and signer metadata

HIPAA Support: BAA required for protected health data

21 CFR Part 11: Controls for FDA-regulated records

Access Control: Role-based permissions and SSO

Real-world examples of digital contract workflows

These brief examples illustrate how organizations use eSigning platforms to finalize contracts that include recitals and background facts.

Optica Ventures (COO)

Optica reduced execution complexity by standardizing recitals in templates and routing electronically.

The interface simplified approvals across partners.
The result was faster signoff, fewer versioning errors, and consistent recital language that supported downstream compliance checks.

Martin Properties (Founder)

Martin Properties handled lease recitals and disclosures through a mobile-friendly signing workflow to close remotely.

Mobile signing enabled remote tenants.
The firm processed executed leases with full audit trails and secure storage for later inspections and compliance reviews.

Pricing and feature comparison for electronic signing vendors

Basic starting prices and common capabilities across several eSignature vendors are shown; plan features and trials vary by provider and billing term.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies by vendor	Varies by vendor	Varies by vendor	Varies by vendor
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No envelope cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Frequently asked questions about Contract WHEREAS Clauses

Answers to common practical and legal questions about drafting, signing, and relying on WHEREAS recitals in U.S. contracts.

Need help? Contact support

What is a WHEREAS Clause?
A WHEREAS Clause is a recital that sets out background facts and the parties' intent. While generally non-operative, clear recitals aid interpretation and provide factual context for enforcement.
Can WHEREAS create binding obligations?
Recitals are typically not operative, but poorly drafted recitals that include promises or conditions may be construed as binding. Keep operative obligations in the main agreement to avoid unintended duties.
Must recitals be signed separately?
Recitals form part of the contract and are effective when the agreement is executed; no separate signature line is required unless the parties choose to initial or acknowledge specific recitals.
Are THERE special rules for eSigning recitals?
Electronic signatures are legally valid under the ESIGN Act (15 U.S.C. ch. 96, 2000) and UETA in most states; ensure consent, attribution, and retention requirements are satisfied for enforceability.
Should recitals be notarized or witnessed?
Notarization and witness rules depend on state and document type. Most commercial contracts do not require notarization, but certain deeds, trusted instruments, or signature formalities may.
How do I correct an error in a recital after signing?
Amend the agreement with a written amendment signed by all parties or execute a corrective addendum. Keep the original executed version and record the amendment to preserve an audit trail.

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