The only item on the list I'd quibble with Bob about is the first. I don't object to a contract provision by which both parties agree that they've been represented by counsel, that the terms were negotiated at arms length, and that none of the terms will be construed against one party as the drafter of the contract. First of all, the bank better have it reviewed by an attorney, and not the CFO's pet parakeet, and the attorney who's reviewing it ought not to be the Vice-Chairman's brother-in-law, Cleevus, who's specialty is traffic tickets (not that there's anything wrong with that). If anything is ambiguous in the contract and in need of a judge to sort out its meaning (who might apply the rule of judicial interpretation that an ambiguity is generally construed against the drafter), then the bank didn't do a thorough enough review of the agreement in the first place. If it had, it would have clarified the ambiguities. It's not the sort of contract provision that makes my blood boil, that I think needs to be stricken (although it may need to be "tweaked"), or that is likely to cause any bank client to suffer heartburn.
That minor point made (and after all, I'm a lawyer, so I not only focus on the unessential, I can't control the compulsion to talk about it), Bob nails the rest. He also has an excellent bullet point list of advice that every banker would be well advised to read and to follow. [www.banklawyersblog.com]