Contract Law

Business Contracts

Contracts are legally binding agreements between two parties. Your business needs contracts to govern a variety of different relationships, and you’ll need to ensure that your contracts are industry specific and tailored to protect your company.

A breach of contract can result in costly litigation. Breaches can come from deliberate decisions to depart from the contract but also from ambiguity and misunderstandings between parties. A lawyer can help all parties to a contract understand their obligations as well as make sure everyone is communicating clearly throughout the duration of the contract.

Just about everything your business does will require a contract, and Priori is committed to helping you find the right lawyer for all your needs.

 

Whether you are selling goods as part of your business or need to purchase materials to create your product, you should always memorialize agreements for the sale of goods. The contract may establish that the seller is obligated to deliver the goods and that the buyer must make payments according to a specified timeline. You can also establish terms in the agreement that define the quality of goods to be provided, how they are to be delivered, who is liable for damage to the goods while in transit, what happens if the specific item ordered is no longer available and remedies for any breaches. This could include predetermined provisions for withholding or stopping the delivery of goods or cancelling of orders.

  • Master Services Agreement. A master services agreement governs the provision of services between two or more parties over multiple engagements. These agreements will often include a customized Statement of Work for each new engagement. Agreements for long-term equipment rentals can fall under this category of agreement. 

  • Service or User agreement: A service or user agreement is created between a provider and a user.  A prime example is a terms of service agreement. These agreements can be used to manage expectations for the provision of a wide variety of services from food and beverage catering to IT support.

  • Terms of Use or Terms of Service. If you are operating a website or mobile application, a tailored terms of use or terms of service is a vital document outlining the service you provide and the ways in which users can interact with your site, including restrictions on use, ownership of intellectual property created and limitations of liability. 

These agreements establish the relationship between a company and an independent contractor. A lawyer can help you craft an agreement that establishes how, where and what work the independent contractor will do. These agreements also state how much you will pay a contractor, include provisions for termination, ownership of intellectual property and explain how any dispute will be resolved. An independent contractor agreement may also include a non-compete provision. 

Having well-crafted employment documents, including offer letters, Proprietary Inventions and Information Agreements and Employment Agreements, provides long-term protection for both employers and employees. Contracts should establish rules for the use or disclosure of your company’s proprietary information and inventions, as well as what other work employees are permitted to do while employed by your company. 

An attorney can help you create documents establishing the financial and managerial rights and duties of partners, investors and/or owners of a company. This is critical to protect you in the event of conflict among owners or partners. These documents include operating agreements, partnership agreements and corporate bylaws depending on the type of company in question. 

As either a tenant or a landlord, a clear and strong lease will help you understand your obligations and protect your rights. These agreements typically establish the duration of a lease, as well as the amount and payment schedule of rent. Additional provisions may include policies regarding the security deposit, conditions for early termination and subletting. Depending on your situation, a license or sublease might be more appropriate. 

Common Contract Provisions

While each type of contract contains different provisions, here are some common ones you should be familiar with:

  • Service or good to be provided

  • Standard or quality of work

  • Rejection or acceptance criteria

  • Payment amount and schedule

  • Ownership of intellectual property

  • Choice of law

  • Forum for dispute resolution

  • Limitation of liability

  • Cancellation

  • Integration clause

A lawyer can explain the consequences of different choices you can make for each of these clauses and advise you on drafting.

Every business needs contracts that protect its interests and prevent costly disputes. A Priori lawyer can create or review contracts tailored to your business.

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