BUSINESS CONTRACTS FOR EVERYONE

Explore differences between product and service contracts, master agreements versus one-offs, CPI inflation indexing, and Uniform Commercial Code concepts such as secured transactions and negotiable instruments, with negotiation tips.

Learn how to legally modify a signed contract using amendments or addenda, ensuring bilateral agreement, proper authority, and precise contractual language with Exhibit A.

We explore the fails test, a five-clause risk management method for contracts, covering force majeure, indemnification, limitation of liability, and scope, with arbitration as preferred dispute resolution.

Understand force majeure as a risk management clause, covering events beyond control like riots, earthquakes, and strikes, and note limits of liability, insurance, and master agreements.

Explains how dispute resolution clauses choose binding arbitration, with good faith negotiations and mediation options, plus cost sharing, venue, and jury waiver considerations.

Learn how indemnification interacts with liability caps, how third-party injuries trigger contract vs tort remedies, and how to draft conditions and exceptions for fair risk management.

Clarify the contract scope upfront by detailing duties and what is not included to prevent disputes. Include a simple 'this is not included' box to reduce litigation risk.

Analyze a termination clause allowing either party 60 days' notice, with orders accepted before termination remaining active, and contrast a no-termination without cause variant.

Learn how the time is of the essence clause creates a material breach for late performance, enabling termination and remedies when timing is critical, with emphasis on placement and severability.

Adopt the counterparts clause to allow signing from different locations, producing one identical contract. Clarify in the agreement that electronic signatures, including DocuSign or similar technology, are valid and binding.