You have a new business partner and want to frame your relationship with a contract. Your new partner has made you an offer but you don’t know what to think.
Here’s a summary of what you need to pay particular attention to.
1. Contract preamble
Contracts often contain a preamble that describes the context in which the parties came together.
If the contract is unbalanced, this can often be seen in the preamble, in the way the objectives and roles of the parties are described. If the preamble already doesn’t reflect your vision of the relationship, pay particular attention to what follows.
2. Contract duration and termination options
Many contracts proposed by one of the parties provide several possibilities for one of the parties to terminate the contract early (in the event of misconduct, late payment, change
of economic situation, etc.) without giving the other party the same possibility.
The contract is then very unbalanced, with the other party having to rely on the legal provisions of the Civil Code, which are sometimes less free, to terminate if it so wishes.
3. The parties’ liability clause
Contracts most often contain a clause on the liability of the parties, which may exonerate one party from all responsibility in the event of non-performance, or on the contrary place a heavy burden on the party who performs imperfectly.
The middle ground is most often found in the liability of the parties for direct and foreseeable damage resulting from their non-performance, and within the limit of the contractual amount. In this way, the parties can be made responsible without incurring
costs that are totally disproportionate to the purpose of the contract.
4. Special clauses
Depending on your situation, certain clauses may be particularly important to you. These may include, for example, the following clauses:
- confidentiality clause,
- intellectual property clause,
- non-solicitation clause,
- clauses stipulating a timetable or minimum number of orders, etc.
There is no standard wording for these clauses, which must perfectly reflect your wishes. However, a lawyer can help you to formulate your wishes clearly, so that there are no misunderstandings when the contract is applied.
5. Sanctions
If an obligation is not accompanied by a sanction, then nothing obliges your co-contractor to respect it.
It is therefore important to check that each obligation is accompanied by a sanction. It’s by anticipating any malfunctions in your contractual relationship that you can ensure that your relationship is secure.
