This week’s guest post is from Michelle Murphy, owner of Wilson Murphy Law.
Have you ever signed a contract without reading it? Or even worse, entered into a contract that wasn’t written? Next time you find yourself in either predicament, please back away and go watch Judge Judy or the People’s Court. My husband forces me to watch these shows almost every day, and he watches it so much he thinks he’s an attorney. I have to bring him down a few notches sometimes, because he tries to get cocky like I’m not the one that spent three years in law school and passed the bar. Oh, and racked up the student loan debt (thanks law school!), but back to contracts and these judge shows. The parties in these cases are notorious for not having written contracts or not understanding what they are signing, which usually lands them in hot water and results in them losing in court.
First and foremost, ALWAYS have a written contract. Contracts are one of the most important aspects of your business. Creating and reading contracts is a very important duty when you are a business owner. The more your business grows, the more you will be expanding your team and working with other companies or businesses. This means more contracts (e.g. employee contracts and collaboration agreements). Luckily, I have outlined 5 contract clauses to include in all your contracts.Creating and reading contracts is a very important duty when you are a business owner. Click To Tweet
The first standard contract clause you need is the parties involved.
Your contract should identify both parties that are agreeing to enter the contract. This clause is one of the top priorities when you are creating your contract. The parties involved clause states the person that is legally binded to the contract, and who is obligated to perform. Depending on the other clauses of the contract, if either party breaches, then the party can sue the person who did not perform their obligation.
Example: This agreement is made on [insert date] (“Effective date”) between [insert Party 1] (“Buyer”) and [ insert Party 2](“Seller”).
Make sure you include what services you are providing or goods you are selling.
This clause describes the reason that you are entering the contract. Be sure that you are specific about what you are selling and when it’s going to be sold. If you are a service-based company, you will describe what services you are performing. Also add when you will perform these services. If you sell goods, describe the goods you are selling.
Example: [Insert company name] will provide business coaching to Client for 1 hour daily for the next 30 days. [Insert company name] and Client will discuss mindset, building content, marketing strategies, business system workflows, sales tactics, and email list building. Services will not include tax and legal discussions.
Example: Seller agrees to sell, transfer, and deliver to Buyer fifteen green planners for forty dollars each. Seller agrees to deliver the green planners on or before October 31, 2019.
The third standard contract clause is consideration/payment.
This is a clause that should ALWAYS be in your contract because you want to get the service/good you are paying for. And most importantly, you want the other party to pay you for the service/good you are giving! Consideration is what each party is receiving in exchange for the performance of the service or delivery of the goods. Make sure that the consideration clause includes price, quantity, quality and time of performance.
Example: In consideration of One thousand five hundred dollars, Photographer agrees to perform the wedding photography on April 24, 2018 at the New York City Library.
Example: Consultant agrees to provide services for one year to Client in exchange for a $500 monthly payment beginning January 1, 2018, and on the 1stst of every month ending on December 1, 2018.
You need a Governing Law/Choice of Law clause.
Governing law is the state where the rules and laws apply to interpret the agreement. This will usually be in your home state. But if you have businesses in multiple states, use the state that has the most favorable laws.
Example: This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of [State].
Example: All of the rights and obligations of [company/party] and [other party] arising under or related to this agreement shall be governed by the laws of the State of [state].
Last but not least, include an Entire Agreement clause.
This clause states that the contract is complete and any prior contract is invalid. Place this at the end of your agreement. If there are multiple contracts or attachments part of the same transaction, include these documents in this clause.
Example: This Agreement represents the entire understanding between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.
Example: I have read this agreement in its entirety and I agree to and understand the terms and conditions set forth herein. Any prior understanding, representation, terms, or oral agreement of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. This agreement may not be amended or modified in any way without the prior written consent of [Party 1] and [Party 2].
Incorporating these standard contract clauses into an agreement will provide protection to you and your business. Although the above clauses are important, depending on your industry, there are other clauses that you need to include in your contracts. Wilson Murphy Law drafts various contracts for the countless needs of your small business.
Michelle Murphy is the owner of Wilson Murphy Law, a boutique intellectual property and small business law firm protecting creative entrepreneurs, small business owners, and bloggers. Wilson Murphy Law advocates for clients in the areas of trademarks, contracts, copyrights, and business formations.