Contract recitals provide background context explaining why parties are entering agreements. When contract terms are ambiguous, courts examine recitals to understand parties' intent. Well-drafted recitals guide interpretation toward intended meaning. Traditional "Whereas" clauses establish key facts before "Now, therefore" introduces operative provisions. AI-powered generators produce complete recitals from 3-5 key facts instantly.
What Should Recitals Include?
Recitals Checklist
| # | Element | Purpose | Example |
|---|---|---|---|
| 1 | Party identities | Who is contracting | "Company is in the business of providing software" |
| 2 | Relationship | How parties connect | "Customer desires to license Company's software" |
| 3 | Purpose | Why this agreement | "Parties wish to establish terms governing license" |
| 4 | Prerequisites (if any) | Conditions satisfied | "Regulatory approval obtained on [date]" |
| 5 | Prior dealings (if any) | Context for new agreement | "This replaces Agreement dated [date]" |
Recitals Templates by Style
Traditional "Whereas" Format
**RECITALS** WHEREAS, Company is in the business of providing enterprise software solutions to business customers; WHEREAS, Customer desires to license Company's software platform for internal business operations; WHEREAS, the parties wish to establish terms and conditions governing Customer's software license; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, the parties agree as follows:
Modern Narrative Format
**BACKGROUND** Company develops and licenses enterprise software solutions to business customers. Customer desires to license Company's software platform for its internal business operations. This Agreement establishes the terms and conditions governing Customer's software license, including license scope, fees, support obligations, and intellectual property rights.
Recitals by Contract Type
Contract-Specific Recitals
| Contract Type | Key Facts to Include | Example |
|---|---|---|
| Service Agreement | Client need + vendor capability | "Client requires IT support; Vendor provides such services" |
| Employment | Business need + employee role | "Company requires sales personnel; Employee has retail experience" |
| Settlement | Dispute + resolution desire | "Disputes have arisen; parties desire resolution without litigation" |
| License | IP ownership + license purpose | "Company owns Software; Customer wishes to use for internal purposes" |
| Amendment | Original agreement + changes | "Parties entered Agreement dated [date]; parties wish to modify terms" |
How Many Recitals Should You Include?
3-5 recitals typically suffice. Each should establish a distinct useful fact:
- What each party does (identity/capability)
- What relationship they're establishing (transaction type)
- Why agreement benefits both (business purpose)
- Prerequisites satisfied (if applicable)
- Prior agreements (if this replaces/amends)
Warning: 10+ recitals suggests a drafting problem. Long recitals often include operative obligations that belong in contract body.
What Recitals Should NOT Include
- Operative obligations: "Company will provide support" is ambiguous—is it binding or contextual?
- Promissory language: "Parties will cooperate" creates enforcement uncertainty
- Definitions: Put in separate Definitions section; cross-reference if needed
- Excessive detail: Recitals should be scannable in 30 seconds
Rule: Recitals describe background. Operative provisions establish rights and obligations. Keep them separate.
Traditional vs. Modern Style: When to Use Each
Style Selection Guide
| Use Traditional (Whereas) | Use Modern (Narrative) |
|---|---|
| Formal commercial contracts | Customer-facing agreements |
| Between sophisticated parties | Consumer contracts |
| Signals professional drafting | Prioritizes readability |
| Litigation-sensitive deals | Standard commercial transactions |
Neither is legally superior. Both accomplish recitals' purpose. Choose based on formality expectations and audience.
Frequently Asked Questions About Contract Recitals
Are recitals legally binding?
Courts disagree. Some jurisdictions hold recitals are context only; others give them binding effect if language is sufficiently mandatory. Best practice: treat recitals as non-binding context. If a fact needs to be binding, include it in Representations and Warranties.
Do all contracts need recitals?
No, but they're recommended for complex agreements. Simple contracts (NDAs, basic service agreements) may skip recitals. Complex deals with multiple parties, prior relationships, or regulatory context benefit from background explanation.
Should recitals use defined terms?
Yes, but capitalize and note where defined. "Company provides certain software (the 'Software,' as defined below)" uses defined term while directing to definitions section. This maintains separation between contextual recitals and operative definitions.
When should I update recitals?
When amending the contract. Amendment recitals should reference original agreement and explain modification purpose: "Whereas parties entered Agreement dated [date]; Whereas parties wish to modify payment terms as set forth herein."
Can AI help write recitals?
Yes, AI tools like River's Recitals Generator create professional background sections. Input 3-5 key deal facts, select traditional or modern style, and the AI generates complete recitals with proper formatting ready for your contract.
Well-drafted recitals provide interpretive context courts rely on. Use River's Recitals Generator to create professional background sections that guide interpretation toward your intended meaning.