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Get A Contract That Fits

Making a contract to fit your business deal is like getting a dress or a suit that fits you. You can take one off the rack and hope that it is what you need, but usually it is best to get a professional to tailor it. Generic agreements from the Internet are like a random piece of clothing: it may have fit someone at some point in time, but is unlikely to be what you need today. Like clothing which is too bulky in some places, and skimpy in others, a template contract may have extra language that trips you up, or omit language that is necessary to protect you from a critical risk.

Where the clothing analogy diverges is in testing: you can try on a bunch of articles of clothing. Unfortunately each business deal usually wears one contract, and you don’t get to test each part of it in advance. Oftentimes parties don’t review how well the contract fits the business arrangement until there is a dispute.

Even worse, it is possible to use an agreement that superficially looks right, but then turns out to be the wrong one entirely. Like going to a job interview in a new suit, then realizing too late that it has bell bottom pants. I have seen instances where both parties have signed a contract, started doing business together, and then realized (usually when one party later hired a lawyer) that the language of the contract was for an entirely different type of arrangement. I can make sure the legal language accurately represents the business reality.

Getting Your Own Contract. If you have many customers who are obtaining the same goods or services from your business, then often you want your “own” template contract. It will make sense to invest in having a lawyer draft that contract so it fits the recurring arrangement. Some lawyers will only want to sell you suits of plate armor: heavy agreements that protect you from every eventuality. Unfortunately, those can often be a turnoff for your customers and counterparties. I work with companies to provide protection where you need it, but I understand that a 40-page behemoth contract is not appropriate for every low-risk business deal.

Received A Dense Contract From Another Party? If you are using a contract that has been provided to you by the other party, often their lawyer will have drafted it. That typically means it includes language that gives the contract a “slope”, where more of the risk slides onto you. Sometimes this is all in one clause, like the indemnity, but more often there are multiple little places that have a bias in favor of the drafter. Each one is a minor risk, but together they can be terrible in a dispute. Surprisingly often I find that other party does not seem to have reviewed its contract carefully, leaving in vague or inappropriate language.

What Do You Do Exactly? How Do You Work With Clients? For companies on a budget, or those who are comfortable editing their own documents, I can provide a sounding board to highlight some of the biggest risks and omissions from an agreement, without actually editing it. Usually that means an email summarizing the key terms and how they might be changed. For larger organizations, I typically will do detailed track-changes edits and comments in the contract that you can send back to the other party. In both cases, I will work with you so that you understand what the contract says, and how to manage your risk in your business deal. For software businesses, or others that have many customers or recurring deals that are similar, I can draft master service agreements, terms of service, end-user license agreements, or other consumer- or customer-facing template agreements.

How Much Does It Cost? My rate is $310 per hour. Each contract is different, and I cannot guarantee a particular price in advance. However, just so you have a sense for budgeting purposes: I can typically give high-level comments (i.e. an email to “for your eyes only” to understand the contract and its key risks and problems, with no comments or edits to send to the other party) at a rate of about 10 pages per hour, and I can do detailed edits and comments at a rate of about four pages per hour (also including a meta-summary to you by email).

If you need to have your own contract drafted, I can’t really give you a budget in advance because there is so much variability. If you have a typical business for which there are lot of preexisting contract templates, then it may just be an hour or two to make minor changes to the closest template. If your business is more unusual, or if you want to have “friendly” consumer-facing language in lieu of legalese, it may take more of my time. In those instances I am always happy to talk to you about your needs to get you an estimate before you are committing to me doing the work.

Send Me An Email, Or Call! If you think that I might be able to help your business with its contracts, please send an email using the form below, or call me at 510.473.5970. Please do not send confidential or proprietary information in an initial message.

Thanks,

Joe

Note that writing me does not form an attorney-client relationship, and that I do not do tax matters or litigation. If you want to encrypt here is my public key.