If you’re a driver, then you may be familiar with the phrase ‘cut & shut’ which refers to two write-off vehicles being welded together to make a ‘new and improved’ model.
This happens with contracts. The clauses or halves might not have been write-offs but the resulting document is surely going to cause an accident the first time it is reviewed or used in anger. Those of us with decades of contract experience can spot them a mile off.
A few weeks ago a speaker contact asked me to review a contract they’d been sent. It was clearly cobbled together, from a previous company, and not very well at that. It was sent for signing but included a chatty comment [oops!], blanks [error!!] and inconsistencies [clangers!!!]. Although the terms were not risky, the way the contract was written was setting off the siren on my ‘bad contract’ detector.
The document did not pleasantly whisper ‘trust this professional business‘.
It was more like a piercing scream of ‘we’re rank amateurs‘.
When the speaker rang them up, they even admitted it was copied from a previous business. Ouch!
How do you want to appear to your clients and suppliers? Like pros or like amateurs? What does your contract say about your business?
If it looks like a cut & shut, smells like a cut & shut, and feels like a cut & shut… well then it is probably a cut & shut.
There are plenty of reasons not to copy someone else’s contract including:
- it’s a breach of copyright
- it can damage your reputation
- it does not reflect what is unique about your business including your values
- it may not reflect your processes
- the terms may not be valid for your type of task, transaction or project
- it may not be based on local, national or sector laws
- it will be hard to negotiate as the ‘writer’ (aka copier) does not know what any of the terms mean
- the person asking you to sign doesn’t even know if their contract is any good!
What should you do?
Never copy a contract.
Keep your detection system on high alert for cut & shut contracts. It’s a bad sign because it shows they cut corners and are not professional with their paperwork. If you don’t know what to look for, ask someone who does (me)!