Often in contracts, clauses relating to using and sharing information are split into ‘legal chapter headings’ ie topics that make sense to the contract writer but don’t necessarily reflect the needs of the contract user. When I create contracts I prefer a user-focused heading like ‘using and sharing documents and
The benefit of using a Defined Term (usually with initial capital letters) in a contract or legal document is that it makes it easier to read, and consistent. However… when used to excess they can easily backfire: elements of the commercial deal do not belong in a definitions section, acronyms
Boilerplate (a term adopted from the printing industry) refers to a series of short clauses at the end of a legal document or contract, often grouped under a heading of ‘general’ or ‘misc’. But this approach, treating them as irrelevant small print shoved at the back and rarely read, undermines
Although Marie Kondo might be the 21st minimalist icon, back in the 19th century William Morris said: have nothing in your houses that you do not know to be useful or believe to be beautiful We can apply this approach to contracts. What do we know to be useful or
What do you really need for a collateral warranty on a construction project? This post sets out the graveyard ie those clauses your warranty DOESN’T need. (tl;dr anything beyond a promise to comply with the underlying contract is probably unnecessary) Quality, copyright and insurance Most warranties go above and beyond
During my decades reviewing construction contracts, often the worst ones are subcontracts. These are the three ways in which they are abused. Dumping on your subcontractor Main contractors (through their contract terms) are guilty of some of these sins: making their subcontractors sign up to all sorts of nasties that
If we look behind the tick-box approach to collateral warranties, do we need to think again about taking a process approach to these largely ineffective agreements? Purpose of a warranty The core purpose of a warranty is to create an additional contractual link, providing a smooth avenue for a stakeholder
There are two key ways to limit the supplier’s liability for claims arising from a project. First, the contract should clearly define the extent of your supplier’s obligations, so both parties really understand what your supplier is responsible for. Secondly, your contract can include limits – in time or money
Contracts are not just about what scope your supplier is providing – they also explain how you are going to work with your supplier. For example, a subcontract should set out the processes for getting the subcontract works to dovetail smoothly into the wider project. Procedures deal with everything from
Your contract can create trust and make your lives infinitely better if it includes simple remedies. These are contractual processes that deal with what happens when the project doesn’t go precisely to plan. All express (contractual) remedies are far simpler, cheaper and quicker to use for both parties. They provide