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Key Clauses to Remember when Negotiating Contracts

Scotland
01.07.2011
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In the midst of lengthy contract negotiations it is easy to forget some of the most key clauses to be inserted. Here is a handy checklist of the key points to give careful consideration:

ny conditions which must be met before the contract can come into effect.
The price to be paid!
A clear and comprehensive description of the goods or services.
Termination rights and dispute resolution - it is vital to think about what will happen if things go wrong.
Service levels to be adhered to in any services agreement.
Restricting liability - consider whether you want to place a cap on the level of liability you can suffer under the agreement, or exclude certain types of loss entirely.
Assignation - if you are entering into the contract based on the expertise or reputation of the other party, their right to be able to transfer the agreement to someone else should be restricted.
Read the whole document - it is crucial that the whole document is read prior to signing. This may sound obvious, but it is important to read your contract cover to cover to ensure that you are happy with its terms and there have been no sneaky insertions somewhere near the back. It is of particular importance for businesses to be aware of “boilerplate clauses”. These are clauses which are typical in most agreements and which are generally uncontroversial. However, this creates a danger that the content of such clauses may be overlooked or ignored.
Who is going to sign? - once you are nearing the end of your negotiations, you should consider who is going to actually sign the documents. There are certain legal requirements as to who can sign documents on behalf of a company. If the relevant people are not available you may consider putting powers of attorney in place so others can sign on their behalf.


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