A contract between companies is usually read carefully only once a problem arises. These are the clauses that most affect the outcome of a dispute in practice and are the easiest to overlook at signing.
How I work with companies is described on the commercial law page.
Who does exactly what
Most disputes arise over the subject of the contract. "Maintenance services" or "delivery of goods" is not enough. The contract should say what is delivered, in what scope, quality and time, and how acceptance is confirmed.
Money
Besides the price, the contract should set the payment term, currency, late interest and security such as a bill of exchange or a guarantee. Without them collection is slow and uncertain.
Clauses that get overlooked
- a contractual penalty for delay
- liability for defects and the warranty period
- a cap on liability
- termination conditions and procedure
- how and to which address notices are sent
Confidentiality
If partners exchange price lists, client data or technical documents, the duty of confidentiality and the consequences of breaching it must be written down, not assumed.
Where disputes are resolved
The contract should name the competent court or arbitration and, with foreign partners, the governing law. Otherwise the first dispute is about where to have the dispute.
A template is not a contract
A borrowed template rarely fits the real deal and its real risks. The contract should reflect the value of the deal, the balance between the parties and what happens if someone fails to perform. To have a contract drafted or reviewed, write to me.