ABC of B2B contract law

Lawyer Simone Helm provides you with a brief insight into the basics of corporate contract law:

A - Amendment:

Always ensure any amendments to a contract are in writing and signed by all parties.

B - Breach:

Understand the consequences of a breach of contract and the remedies available.

C - Confidentiality:

Include confidentiality clauses to protect sensitive information.

D - Dispute Resolution:

Specify the method for dispute resolution, such as mediation or arbitration.

E - Execution:

Ensure the contract is properly executed by authorized representatives.

F - Force Majeure:

Include a force majeure clause to address unforeseeable events affecting contract performance.

G - Governing Law:

Specify which law governs the contract to avoid jurisdictional disputes.

H - Headings:

Use headings for clarity, but remember they do not affect the contract's interpretation.

I - Indemnification:

Include indemnity clauses to protect against losses from third-party claims.

J - Jurisdiction:

Agree on a specific jurisdiction for legal disputes to avoid uncertainty.

K - Know Your Partner:

Conduct due diligence on all parties to mitigate risks.

L - Limitation of Liability:

Limit liability to a specific amount, where legally permissible.

M - Merger Clause:

A merger clause states that the written contract is the final and complete agreement between the parties.

N - Notices:

Specify how notices should be given under the contract, including the format and address.

O - Offer and Acceptance:

Ensure a clear offer is made and accepted, as this forms the basis of the contract.

P - Payment Terms:

Clearly outline payment amounts, schedules, and conditions.

Q - Quality:

Specify the quality standards for goods or services provided.

R - Representations and Warranties:

Clearly state all representations and warranties, understanding their implications.

S - Severability:

Include a severability clause to ensure the remainder of the contract remains valid if a part is found invalid.

T - Termination:

Define how and under what conditions the contract can be terminated.

U - Understanding:

Ensure all parties fully understand and agree to the contract terms.

V - Variation:

Any variations to the contract should be agreed upon in writing by all parties.

W - Waiver:

Understand that a waiver of a breach or right under the contract does not constitute a waiver of any other breach or right.

X - eXclusion Clauses:

Clearly define any exclusions to liabilities and obligations.

Y - Yield:

Consider the contract's yield or benefit to ensure it meets your business objectives.

Z - Zealous Representation:

Ensure you have legal representation to zealously protect your interests in the contract drafting and negotiation process.