Probably the single most important piece of advice you can get concerning your contracts is to put all business agreements in writing. Verbal understandings are extremely difficult to enforce. Resolving contract disputes can be very time consuming and expensive.
While each contract is unique, there are a several important questions you should be sure to address in order to avoid misunderstandings:
- Who are the parties to the contract? Be sure to properly identify the parties to the agreement. Enter into agreements on behalf of your business and not in your personal capacity.
- What services or products are you providing? Clearly state what services or products are and are not included. Are there contingencies that must be met before you perform? How are changes to the scope of the project handled?
- Are there deadlines that must be met or benchmarks that must be achieved? What are the consequences if these are not met? What constitutes a default? Do you have the right to correct problems?
- How much will you be paid and when? Do you require a deposit? What are the consequences of non-payment?
- How long is the contract in place? How can the parties terminate it?
- What representations and warranties are you providing? Are you passing on warranties from a manufacturer? Are there certain results you are assuming responsibility for achieving?
- Is one of the parties required to carry insurance, and, if so, what type and amount? Is one of the parties a named insured? Is the party carrying insurance required to show proof of insurance prior to commencing work?
- What indemnities are the parties providing? Are you responsible for your prior acts?
- How will disputes be resolved? Will you go to mediation, arbitration or to court to resolve disputes? Who pays for these costs?
- What information are you required to keep confidential?
- Who owns the work product created?
Your customers may request changes to your agreements, such as modifying the scope of a project or changing the completion date on a project. Many times these requests are agreed to when you are under tight deadlines and in a hurry to complete a project. Usually, it is fairly easy and quick to prepare an Amendment, which both parties sign off on. Unfortunately, once a dispute arises, it’s too late to go back and document your changes in writing.
Contracts can be tricky. Business owners should consult with their legal advisers for interpretation of specific requirements concerning their agreements. For more information, please contact Kathy Tremmel at Tremmel Law, PLLC at (512) 539-0317 or email@example.com.