WE FIGHT INJUSTICE IN THE WORKPLACE
How to Draft a Contract with an Employer
How to Negotiate a Contract with an Employer
Why You May Need Help Negotiating and Drafting a Contract
Los Angeles Contract Drafting and Negotiations Attorney
Well-written contracts whose terms have been thoroughly negotiated are at the heart of every successful business venture. For this reason, negotiating and drafting business or employment contracts can be a daunting prospect, especially for those who do not have legal training. To ensure that your own interests are protected during the negotiating and drafting of an important contract, you should consider consulting with an experienced contract drafting and negotiations lawyer who can help you avoid the dire consequences of entering into an unclear or legally dubious contract.
What Types of Contracts Are Used in Employment Situations?
Contracts are used in a wide range of industries, covering everything from employment contracts to the purchase or sale of real estate. These agreements are also legally enforceable, making it especially important for businesses and individuals to make sure that all of the contracts they enter into are fair, accurate in scope, and enforceable. This is true regardless of the type of contract in question, which could include any of the following:
- Business purchase and sale contracts;
- Contracts for the sale or purchase of business assets;
- Employment contracts and severance agreements;
- Restrictive covenants and confidentiality agreements;
- Licensing and distribution agreements;
- Joint venture contracts;
- Non-disclosure agreements;
- Shareholder, partnership, and operating agreements;
- Intellectual property contracts and trademarks;
- Commercial real estate sale and lease agreements;
- Collective bargaining agreements;
- Vendor and supplier contracts; and
- Marketing and distribution agreements.
Failing to use great care in drafting and reviewing these types of contracts can have serious repercussions for a business or an individual, leaving them open to time-consuming and expensive litigation, as well as potentially devastating financial losses. If you have questions about drafting, negotiating, or enforcing a contract, please call our dedicated legal team to learn more about how to protect yourself.
Tips for Negotiating a Contract
The process of entering into a contract is made up of two main parts, negotiation and drafting, both of which share an equally important role in creating a legally enforceable contract. Contract negotiations are particularly important, as these agreements are only beneficial to a person when its terms serve that individual’s particular needs. The best way to ensure that this happens is to undertake negotiations with an attorney who can:
- Gather facts and engage in legal analysis;
- Assess the personal needs and negotiation styles of the participants;
- Act as a person’s advocate during negotiations;
- Make sure that his or her client receives fair contract terms;
- Ensure that the participants completely understand their obligations;
- Advise clients about arbitration clauses; and
- Explain different approaches to bargaining, as well as their effect on the overall outcome of negotiations.
Companies and individuals negotiate and enter into contracts regularly in the course of business. While some agreements may be simple, involving just a handshake and a verbal agreement, others are much more complex and require the assistance of a skilled lawyer. In either case, the parties involved should walk away from the experience confident that they have negotiated the best possible terms and created an agreement that will hopefully prevent future legal disputes and potential litigation. Fortunately, there are a few simple steps that individuals and businesses can take to give them the best chance of negotiating a sound business contract, including:
- Having clear objectives, which can be aided by creating a list of goals before meeting with the other party;
- Doing research prior to the negotiation on relevant laws, facts, and figures;
- Staying open to compromise;
- Building trust with the other party, which will help ensure that all channels of communication are open and clear;
- Listening carefully to the other party and his or her concerns; and
- Attempting to keep the discussion on a schedule by having a checklist of topics that are most important to discuss.
Once two or more parties have reached an agreement through negotiation, they will still need to make the agreement legally enforceable by entering into a written contract, which is where the official drafting of the contract comes into play.
Tips for Drafting a Contract
Contracts can be complicated agreements, so it is a good idea for individuals and businesses to consider the following tips when drafting one:
- Outlining the contract, which can help clarify what is important to the parties, while also making it easier to quickly reference certain provisions or clauses;
- Using clear, focused, and specific language to communicate expectations, as well as the consequences of failing to abide by the terms of the agreement;
- Avoiding any unnecessary ambiguity or complexity when detailing the exchange in question;
- Ensuring that all of the parties’ names are accurate (including their business titles);
- Using consistent tone, word usage, grammar, and abbreviations throughout the entirety of the contract ;
- Defining important terms, so as to leave no uncertainty regarding the drafters’ intent;
- Numbering all the pages of the contract to avoid the appearance that any were unfairly added after the agreement was already signed;
- Anticipating litigation by including sections in the contract about choice of law, venue, and attorney’s fees;
- Proofreading the agreement carefully, which includes checking it for proper punctuation; and
- Ensuring that all of the parties properly sign the agreement once negotiation and drafting have been completed.
While taking these steps will not ensure that parties will not later disagree about the terms of a legal agreement, or guarantee that reaching such an agreement will not come with its own hurdles, it can go a long way towards giving everyone peace of mind that their agreement is fair and enforceable. It is also important to note that there are many nuances to the language used in creating a contract, so it is important to retain a legal representative who can also:
- Remind the parties to address whether future renegotiation is possible;
- Define what types of conduct constitute a breach;
- Define the parties’ individual obligations in the event of a breach;
- Eliminate redundancy in the contract’s terms;
- Define when the contract actually begins and the parties are obligated to comply with its terms; and
- Eliminate the use of imprecise or confusing language, which could make it difficult to comply with the agreement later on.
This type of oversight is extremely important when drafting a contract, especially when the agreement in question is not a routine contract, but a complex or unique agreement that involves high stakes or multiple parties.
Why You May Need Help Negotiating and Drafting a Contract
Contracts are legal documents and so are enforceable in court. For this reason, those who enter into business contracts should make great efforts to avoid problems with their legal agreements, as failing to do so could result in an expensive dispute down the road. For instance, using unclear or ambiguous language in a contract can make it difficult to ascertain the intention of the parties involved. This can, in turn, give participants who are unwilling to fulfill the terms of their contract the opportunity to walk away without any repercussions for their breach.
It is also critical to have someone negotiating on the behalf of the parties involved, who can remain objective throughout the process, as doing so as an interested party can be difficult. Employing an objective person to handle one’s contract negotiations can go a long way towards preventing the parties from making a poor decision out of competitiveness or because their emotions were running high. Furthermore, remaining objective allows attorneys to focus on their clients needs and ensure that they are getting a contract that really works for them. Having a legal representative involved in the negotiating and drafting process can also help individuals avoid tipping their hand, or accidentally using language or a tone that reveals their overall strategy.
Finally, an experienced contract lawyer can ensure that his or her clients are aware of their legal obligations and rights under the contract. Those who fail to obtain representation could end up believing that their contract is structured in a way that it actually is not. This can occur even when the other participants make a good faith effort to enter into a mutually advantageous contract, causing problems down the line. Contract lawyers can carefully review all contracts and ensure that they are structured properly, and in the event that the other participant is attempting to sneak something in through the fine print or a minor provision, can bring that language to their client’s attention.
Unfortunately, it is not always possible to avoid litigation over a contract dispute. In these cases, the parties involved will want to retain experienced contract attorneys, as these individuals are best-equipped to counter any claims made by the defense and ensure that defendants are held accountable for their failure to uphold the terms of a contract.
Talk to a Lawyer Before Negotiating a Contract
For help reviewing, changing, or entering into a contract for your business, please contact contract drafting and negotiations lawyer Jamie Wright, Esq. You can reach a member of our legal team by sending an email to email@example.com or by filling out one of our online contact forms. We are standing by and eager to help you through each step of your case.