There is an extensive body of law that describes the types and amounts of damages available if either party breaches a contract. Yet most contracts include terms that allocate more risks to one party, and less risk to the other party. Generally, ther…
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Contracts are easier to understand if broken down into parts. Unfortunately, those parts (and the labels to identify them) vary greatly from contract to contract. Generally though, business contracts are organized like this: 1. The Beginning of the C…
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The most common type of business-to-business contract is the Nondisclosure Agreement (NDA). Why are NDAs important? NDAs permit a company to disclose valuable information to another company, while protecting the confidentiality of that information. T…
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Contracts should be drafted clearly, not with Shakespearian flourish. Words and styles should be reasonably understood by the people signing the contracts. Contracts should be written in plain English. Instead of saying this: “Now, therefore, in co…
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Representations and warranties (sometimes called “Reps and Warranties”) appear in many types of agreements. Although similar, representations and warranties have important differences. Representations are statements of present or past facts, whil…
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Imagine this scenario: The President of Company X is negotiating with the President of Company Y to acquire certain assets for $100,000. Negotiations have stalled but both parties want to close the transaction. So President Y tells President X on the…
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Contract negotiations can be complicated, especially when they involve legal issues. One of the most frequently negotiated contract provisions is indemnification, which is found in most business-to-business contracts. Indemnification is about risk al…
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