When entering into an agreement the contract terms and conditions should be read and assessed based on multiple factors, to include the outcome you wish to achieve. When evaluating the contract language, there are some “standard” contract terms and conditions that can really hurt you if you don’t understand it or agree to it. Additionally, there are some contract terms and conditions that can be very helpful to you if you have to enforce your agreement.
Some contract terms and conditions that may be helpful to you in your agreement:
Attorneys’ Fees Paragraph. This is the section in the contract terms and conditions where you can determine if a lawsuit is brought because of the contract, that the party who wins, gets to recover their attorneys’ fees or each party has to pay their own costs. This can be useful language, if worded correctly in the contract terms and conditions, particularly if you have a funny feeling you may need to sue to enforce the contract or if there is some risk that your customer will not pay. It may also be a good idea to have this language on your invoices.
Limited Time to Object Paragraph. I often see this language in the contract terms and conditions on invoices and it can be particularly helpful if you ship goods prior to receiving payment. This language gives the party receiving the goods a limited time (such as 15 days or 30 days) to object or complain in writing if there is a problem with the goods or the invoice. While this language will not completely eliminate the receiving party’s right to later complain, especially if you have to sue to enforce payment, you may have a valid argument there were no problems, because they did not complain within the time parameters set forth on the invoice.
Integration Clause or Integration Paragraph. An integration clause as part of the contract terms and conditions in a written agreement that states that there are no agreements or other deals outside the written agreement and you can’t change the written contract terms and conditions without another written agreement.
Liquidated Damages Paragraph. This is somewhat complicated but “liquidated damages” happen when you are forming a contract and you don’t know exactly how much you might be harmed if someone breaches that contract. An example of this is a promise to keep something confidential. If one party breaks the promise, they have now breached the agreement. But how do you measure the harm? When you have a liquidated damages provision in your contract terms and conditions, all parties to the agreement are deciding that if one person breaks a promise, the person breaking the promise agrees to pay a certain dollar amount that you have previously agreed to.
Of course, each and every of your contract terms and conditions needs to be evaluated for validity, protection, and to be sure it is not in contradiction to the other contract terms and conditions in your agreement.
If you are struggling to determine what contract terms and conditions your agreements should contain, Integrated General Counsel can help you determine your next steps. If you are ready for a results-driven plan of action, contact us either by telephone at (925) 399-1529, schedule yourself into our calendar for an appointment at a time convenient for you, or complete the Contact Kristen form and we will get back to you.
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