Articles
Sellers: Limiting Your Liability for Damages in Contracts
There are four major ways to reduce your risk and limit liability in contracts—disclaimers, limitation of liabilities, indemnification, and “Entire Agreement” clauses. These are discussed in more detail below: Disclaimers. Shrewd contract negotiators live by the rule of disclaiming responsibility for anything beyond the specific commitments listed in the contract. ...
Read MoreBATTLE OF THE FORMS
If you work for a company and have any involvement in contracting for goods, you are familiar with the dreaded ‘Battle of the Forms.’ Both your company and the company you are contracting with have their own standard contracts, RFP terms, purchase orders, or conditions of sale. Perhaps the advice...
Read MoreMASTER AGREEMENTS WITH YOUR VENDORS OR SUPPLIERS
If your company buys goods from suppliers or vendors with any regularity, you may be familiar with Master Agreements for the sale of goods. The Master Agreement is the contract between the parties that is negotiated—how many units, what price, and other terms and conditions. However, you may be less...
Read MoreVERBAL AGREEMENTS TO BUY/SELL GOODS – ARE THEY ENFORCEABLE?
Are verbal agreements to buy/sell goods real agreements? In other words, are they enforceable? If your company is involved with buying goods from suppliers or vendors, or selling goods to customers, you no doubt have many standard forms and agreements prepared by your corporate attorney, or at least standard operating procedures for...
Read MoreResurrecting a Contract After You Reach an Impasse
Negotiating business contracts is as much an art as it is a science. It requires thinking strategically, figuratively putting yourself into the shoes of the other party, and even keeping your human emotions in check. But what happens when you hit a brick wall with the other side and the...
Read MoreEasy Tips for Reading Contracts When You’re Not a Lawyer
Reading business contracts when you’re not a lawyer can be daunting. It is often tempting to pass the heavy lifting off to the corporate legal department, and take what your in house counsel says at face value without actually reading the contracts. However, anyone involved in business contracting, including salespeople,...
Read MorePart Two: Intellectual Property Copyright Ownership
As I discussed in a previous blog, under copyright law, the author who creates an “original work of authorship” owns the copyright to that work. An “original work of authorship” includes designs, specifications, software, documentation, photographs, website development, artwork, or multimedia work. This means that when your company outsources the design...
Read MoreIf It’s Not Part of the Contract It’s Not Part of the Deal!
A frequent source of contract disputes revolves around this simple statement. Business people often think that once they’ve discussed and agreed upon the deal, the written contract is mere formality. Many people tell me that the contract is for worst case scenarios and the relationship is key. I don’t disagree...
Read MoreTHE PESKY AUTO-RENEWAL CLAUSE
We’re all familiar with the automatic renewal (evergreen) clause that appears in many supplier proposed agreements. The following is a typical example: This Agreement shall be for a term of one year beginning on January 1, 2013 and expiring in December 31, 2013 and shall automatically renew for one year...
Read MoreGuidelines in “Fighting” the Battle of the Forms
I consistently receive questions from my clients and seminar attendees relating to the Battle of the Forms. In this age of e-contracting, one might assume that this issue is no longer relevant. However, unless both the buyer and seller sign (or click their assent to) a single agreement under which...
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