Contracts for Your Business

About the Author
Preface
Introduction

1 Contract Basics
1.1 What is a contract?
1.2 What about the need for agreement?
1.3 Clarity and certainty - what happens if everything is not clear?
1.4 I understand price but what is 'consideration'?
1.5 Legal commitment
1.6 When do I need to have a written contract?
1.7 What is a deed and when is it necessary?
1.8 What's the effect of making a contract?

2 Negotiating Contracts
2.1 What do I need to think about before I start negotiating?
2.2 What about strategy?
2.3 How do I keep track of the deal?
2.4 When and how should the draft contract be produced and
reviewed?
2.5 When should I get professional help?
2.6 Why can't we start work now we've agreed all the basics?
2.7 What if the main terms are agreed but there is a fuller contract
'to follow'?
2.8 What if I make a mistake or the agreement is defective in
some way?

3 Written Contracts
3.1 Is there a typical contract structure and language?
3.2 An outline contract framework
3.3 The contract date
3.4 Details of the contract parties
3.5 Preliminary clauses
3.6 Defined terms
3.7 The main contract clauses
3.8 The final part of the contract
3.9 Aren't there different forms of contract layout too?
3.10 Some key words and phrases

4 Selling Goods
4.1 How do I distinguish goods from services?
4.2 What about consumer sales - and implied terms?
4.3 What about the standard terms and conditions I often see?
4.4 Recording the detail
4.5 Title, retention of title, and risk
4.6 An example short form B2B Terms of Business
4.7 The sales chain and the different roles
4.8 How do I choose between distributor and agent?
4.9 What about exclusive arrangements?
4.10 What is different with sales to consumers?

5 Supplying Services
5.1 How do you measure the quality of services?
5.2 How long do agreements for services last?
5.3 Do service providers have to be always available?
5.4 Price and payment
5.5 Independent contractor or employee? - The importance
of the distinction
5.6 Confidentiality, intellectual property and restrictive covenants
5.7 Outsourcing
5.8 Transfer of employment - TUPE
5.9 A contract for services
5.10 Event planning scenario and examples

6 Payment terms
6.1 The contract price
6.2 What about price variations?
6.3 Payment date and credit periods
6.4 What about failure to pay?
6.5 Some contracts provide for royalties - how does that work?
6.6 Credit risk
6.7 Personal guarantees
6.8 Insolvency

7 Innovation & technology Issues
7.1 Managing the knowledge business
7.2 Intellectual property rights (IPR)
7.3 Can I protect an idea?
7.4 Non-disclosure agreements (NDAs)
7.5 Copyright
7.6 Other forms of IPR
7.7 Privacy and personal information
7.8 Technology contracts
7.9 Some examples

8 Contracts & Risk
8.1 Introduction
8.2 Restricting the other party
8.3 Non-compete clauses (restrictive covenants)
8.4 Warranties and Indemnities
8.5 Exclusion and Limitation Clauses
8.6 Insurance
8.7 Competition Law
8.8 Negligence
8.9 The need for legal advice

9 Living with Contracts
9.1 Contracts as working documents
9.2 Transfer and assignment
9.3 'Boilerplate' clauses
9.4 Notices
9.5 Entire agreement
9.6 Force majeure
9.7 Choice of law and jurisdiction
9.8 Some other boilerplate clauses
9.9 Breach, Damages and Enforcement

10 Ending Contracts
10.1 How contracts end
10.2 How long should the term be?
10.3 How is a contract terminated when no one is in breach?
10.4 What about breach or insolvency?
10.5 What happens if one of the companies is taken over?
10.6 What if someone dies?
10.7 What happens after the contract ends?
10.8 What happens to employees on termination of
a contract?
10.9 How do I best handle termination?

Summary 10 Point Checklist
Further reference
Acknowledgements
Index