Conventions Regarding the Order of Parties in the Introductory Clause

I’ve noticed that in most one-way confidentiality agreements, the disclosing party is listed first in the introductory clause. That prompted me to speculate whether in other kinds of contracts there’s a generally accepted order in which the parties are listed in the introductory clause.

On the other hand, there’s the urge to put your client, or your company, first. That could account for a majority of disclosing-party-first instances.

Which tendency has the upper hand? I await your comments on this gripping issue.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.

4 thoughts on “Conventions Regarding the Order of Parties in the Introductory Clause”

  1. I have never given it a moment’s thought. I suppose if I was drafting from scratch I would put my own client’s name first. If I was drafting a template I suppose I would put the discloser first, as the discloser is the party who benefits from the terms and the receiving party is subject to them (which is more to do with the way I think than any particular logic), but I doubt I would notice if someone did it the other way round.

  2. debtor almost always comes before the lenders in a credit agreement. seller comes before buyer in most asset and stock purchases (based on an unscientific survey of my shelf).


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