As a New York entrepreneur and business owner, contracts likely make up a large part of your life. It goes without saying that you should commit all of your business contracts to writing and have them signed by all parties. Written contracts are legal documents; a court can enforce their provisions if a dispute later arises between you and the other party or parties.
Because contracts are legal documents, working with an attorney represents the key ingredient for writing effective ones. But, just because your attorney drafts a contract under your direction does not mean that the contract has to be full of legalese. In fact, the most effective contracts are those written in plain English so that both parties have a clear understanding of what they are agreeing to before they sign. In other words, your contracts should say what you mean and mean what you say.
Your contracts should consist of consecutively numbered paragraphs, with each paragraph sufficiently addressing a specific provision of the contract. If one paragraph is insufficient to set forth all the pertinent details as to each party’s rights and obligations, consider dividing your contracts into sections by topic.
Many commercial contracts involve agreements about one party providing goods and/or services to the other in exchange for the recipient paying for such goods and/or services. Make sure your contracts spell out in specific detail which of you will provide what — and when — and how and when the other party will pay for it.
Depending on the nature of your contract and the party with whom you contract, you may also need to consider adding the following:
- Confidentiality clause whereby the other party cannot disclose to anyone else whatever knowledge (s)he gains about your business or trade secrets
- Clause regarding how the contract will end
- Clause regarding arbitration in the event of a later dispute that you and the other party have agreed to arbitrate rather than to litigate
- Clause regarding which state’s laws will apply in the event of a later dispute or legal proceeding
- Clause regarding an award of reasonable attorneys’ fees and litigation costs to the winning party in a later legal action
Unfortunately, no matter how careful you and your attorney are, few if any contracts are airtight if the other party or parties later want to dispute them. However, the more understandable and detailed you make your contracts, the less likely it is that you will have a dispute arise in the future.