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Preparing Contracts
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Last Page Update: Wednesday, February 27, 2008
Preparing Contracts
CIC SIG Meeting, April 30, 1998
Presented by Stewart Olive, Attorney at Law
NOTE: The STC Rocky Mountain Chapter neither endorses nor disparages
this contract. While this sample contract may be appropriate
for many situations, you should consult your attorney before using it and
before signing any other contract. Please see the disclaimer.
Stewart Olive, Attorney at Law reviewed the sample
contract, which is also available on this web site.
Below is a summary of the key issues Stewart covered during his
presentation:
- Be sure that you clearly describe the scope of the project. The more
detail, the better if you ever have a dispute with your client.
Include details on what you will provide to the client (the
deliverables) and what the client needs to give you for you to be able
to do the work. If you agree to change the scope of the project, put
the new agreement in writing.
- Be sure that the person signing the contract has the authority to do
so.
- Try not to sign a contract that has a clause stating that you will
indemnify your client for damages. If your client insists on such a
clause, be sure that the clause limits your liability to only your
negligent acts. The client must cover any damage their negligent acts
cause.
- Try not to sign a contract that has a clause that says your client
must be a named insured on your business insurance policy.
- Be sure that you cannot be construed as an agent for the client and
that the client cannot be construed as an agent for you.
- Arbitration clauses have pros and cons. Despite all the cons,
Stewart still favors including an arbitration clause.
| Arbitration Pros |
Arbitration Cons |
| Can be faster than a lawsuit. |
No appeal process available. |
| Can be less costly than a lawsuit. |
Arbitrators have limited accountability for their decisions and actions. |
| Under Colorado law, you can convert an arbitrator's award into a judgment. |
No discovery process to let you learn about your
opposition's case. |
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No "teeth" to get the other side to "play by the
rules." |
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You pay half of the arbitrator's fee of $125 to $400 per hour. |
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