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Contract Clauses to Consider

Prudent business owners use written contracts to provide clarity regarding the terms of the agreement and to protect their rights in the event of a dispute. Below is a checklist of some provisions you should consider including in your contracts that will be useful to your company should a disagreement arise between you and the other party to the contract. The below provisions can provide more certainty and a strategic advantage should such issues occur.

  • Choice-of-Law Provision. Parties should consider agreeing that the law of a particular jurisdiction will govern disputes arising under the contract.
  • Forum Selection Clause. Similarly, the parties also should agree that litigation resulting from or relating to the contract will be filed and determined in a particular geographical jurisdiction.
  • Statute of Limitations Clause. The sgreement should contain a provision that shortens the applicable statutes of limitation which governs the length of time allowed for a party to bring a legal action.
  • Liability Limitations. A limitation of liability clause is a provision in a contract that limits the amount of exposure a party faces in the event a lawsuit is filed or another claim is made.
  • Indemnification Clause. The purpose of an indemnification clause is simply a promise by a party to cover losses of the other party if they do something that causes you harm or causes harm to a third party.
  • Arbitration Clause. An arbitration clause requires the parties to resolve their disputes through an arbitration process.
  • Jury Waiver Clauses. Under this clause, parties can waive a right to a jury in favor of a bench trial.
  • Attorneys’ Fees Clause. Fee shifting provisions provide that the losing party in a dispute relating to the contract will pay attorneys’ fees of the prevailing party.
  • Merger and Integration Clause. An integration provision typically provides that the written instrument embodies the entire agreement between the parties and supercedes all prior written and oral agreements.
  • Liquidated Damages Clause. A Liquidated damages clause is an agreement between parties as to the amount of damages in the event of breach.
  • Termination Clauses. General termination clauses often allow the parties to end a contract at the end of a specified time, after a specific event or project, or for no reason at all.

Millions of business transactions occur every day without incident. In those rare occasions when disputes arise, business owners will be in a far better position to favorably and effectively resolve the dispute if they have considered and included some or all of these contract provisions. Vogt, Resnick and Sherak has considerable experience negotiating and drafting contracts. Please contact us if you need assistance with your contract.