What Have You Forgotten?

When you write your own contract (possibly cobbling together clauses and copying and pasting paragraphs from other contracts, the internet or elsewhere) you may find that you haven’t actually covered all the essentials.

I have worked with a few companies in the construction industry who have created their own contract documents and these are some of the items those DIY contracts have been missing:

  • a clear description of the works – just relying on the attached works documents is not enough (partly so both parties can tell when something is an extra)
  • the scope of the client’s duties (eg to pay, to give access, instructions, to certify completion/rectified defects)
  • a clear payment process which includes the minimum required by the Construction Acts (eg due dates, final dates and notices)
  • quality standards for goods, materials, services as well as the completed project
  • obligations required under relevant legislation such as CDM, GDPR, Consumer Rights Act etc
  • mutual rights to end the contract (eg the paid party should be able to end the contract if the client has never paid their invoices)
  • a mechanism or process allowing the client or parties to change the scope of the works or the dates/periods for completing those works
  • who bears specific risks that might arise during the project
  • processes for subcontractors that reflect the processes of the main contract to maintain a timely flow of upstream notices and information
  • an express reference to the implied duty to co-operate
  • copyright and confidentiality restrictions
  • sensible retention provisions which clarify their use and how they are held
  • an option for amicable dispute resolution with senior manager (no amount of negotiations is too much, imo).

If you want to know content from a contract is missing in a ‘standard’ letter of intent, read this post.

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