Every contract requires that you have an offer by one party, acceptance by another and some type of consideration to create that contract. Oral contracts are binding in certain situations, however proving an oral contract is the difficult party. Memorializing (writing down) the terms of what you agree to is what we consider contract drafting and involves not only the basic material terms such as price, quantity, and description of the product, but now we also have the contract details on how to perform that contract such as delivery, insurance, warranties, and clauses that deal with what happens when there is a problem.
Contract Clauses and Contract Terms.
Every contract should include some very important clauses and terms to protect the parties and define what happens when things do NOT work. It is easy for people to agree to what happens when the contract does work but when it does NOT, you need an understanding of what happens, who is responsible and how to deal with the problem. Here are some basic clauses that should be considered in your contracts but this is not even near a complete list.
- Arbitration. Whether both parties agree to arbitrate any problems rather than go to court.
- Choice of Law and Consent to Jurisdiction and Forum Selection. (what state you agree to enforce this contract and specifically in what court)
- Attorney Fees Provision. Whether or not a party can get attorney's fees for filing a claim on this contract and if the prevailing party gets their fees paid.
- Time is of the Essence. Specifies deadlines and that delays may cause damage.
- Assignment. Whether or not each party can assign their rights to somebody else in this contract.
- Limitation of Liability. Allocating the risk of loss and putting a cap on how much each side is responsible for in the case of loss.
- Warranties. Specifically what has each party assured or guaranteed regarding performance, value, and conditions.
- Indemnity. Who pays if either side has a problem due to the other party's actions. i.e. If I buy a widget from you and get sued because of the widget you sold me, then you agree to indemnify (pay or cover) my costs to defend against that action.
There are multiple other provisions you find in contracts. Your attorney can assist you with how to include or write these so that they are enforceable and agreeable to all parties. Call us now to draft or review your contracts before you sign.
Contact a Minneapolis/St Paul Attorney Today
If you are seeking legal representation or need information about our services, contact our office today. We have 3 convenient locations in the Twin Cities metro area. You can reach an experienced lawyer at 651-315-8755, Toll Free at 866-929-0453, or online.
