10.02 Standard contract elements

The following are the essential legal elements for a contract to be considered valid.
  • Intend to contract: there has to be an agreement from both parts there is an intention to enter into a legally binding contract.
  • Offer and acceptance: there has to be an offer and the acceptance of such an offer.
  • Consideration: the actual price the buyer will pay to buy the promise made by the seller.
  • Capacity to contract: both parties must be legally able to enter into a contract.
  • Legality of purpose: a contract must not involve an act that is illegal or contrary to public policy. If it is, it will be void and unenforceable.
  • Certainty of terms: the terms of the contract must be reasonably specific or ascertainable, which requires a consensus among the parties of the terms and conditions of the proposed contract.
A written contract issued by UNAIDS usually includes the following parts:
  • clear and complete description of the work
  • price 
  • basis and method of payment
  • schedule of activities and delivery date
  • reference to solicitation documents
  • specific terms and conditions
  • general terms and conditions
UNAIDS has specific General Terms and Conditions that have been approved for use with specific contracts and that must be used without change. Where absolutely necessary, any change would require clearance by the UNAIDS Legal Advisor.