Obviously, all contracts should be prepared and reviewed by competent legal counsel. However, there are a number of fairly standard contract provisions that are in most contracts but may not be familiar to non-lawyers. The following discussion will help you better understand the impact and importance of these provisions.
Attorney's Fees
Most contracts will have a clause related to attorney's fees. Under most circumstances, even a successful plaintiff will not be able to recover their attorney's fees unless the contract so provides. It is even less likely for one defending a lawsuit to recover their attorney's fees from the plaintiff, without the proper attorney's fees clause. Therefore, look for a provision that provides that reasonable attorney's fees AND court costs (which can be sizable) be awarded to the 'prevailing party.'
Applicable Law
Many contracts will have a provision stating that the terms of the contract will be governed by and constructed in accordance with the laws of a particular State. You should ensure that the state in which you live is selected as the applicable state, to ensure ease of interpretation, to be able to hire legal counsel close to you, and to minimize uncertainty.
Jurisdiction/Venue
Many people may not understand the difference between Jurisdiction and Venue. Jurisdiction refers to the authority a court has to hear the matter. Jurisdiction involves both the rights the specific court has to rule on the dispute (what type of claim it is) and the ability of the court to enforce a judgment against the defendant. For example, a typical jurisdiction clause may say "Any action to enforce this agreement shall be filed in the Superior Court of California."
Venue clauses relate to the proper geographical location of the court of jurisdiction. A typical venue clause may read "Any litigation arising out of this Agreement shall be filed in the appropriate Court of jurisdiction in Orange County, California." However, the choice of venue must be appropriate under the law. In a contract action, venue is appropriate where the contract was entered into, where one of the defendants resides, or where the contract is to be performed.
Notices
All contracts should have a provision which instructs each party how to provide written notice of a condition or breach to the other party. This provision should include a space for the address and contact information for each party, be it an e-mail address or fax number. It should also include the proper manner of delivery, be it First Class Mail, fax, or overnight service. The inclusion of this provision ensures that all parties can be confident that they can contact the other party quickly and efficiently, if needed, and that no party can attempt to dodge service of any notices.
Entire Agreement/Merger Clause
Inserting a clause stating that the terms of the contract represent the entire agreement between the parties is an important consideration. It will help ensure that neither party will be able to argue that there was a separate, side-agreement or that any other representations were made that cannot be easily proven.
Counterparts
This provision is important if both parties do not sign at the same time. Inserting this provision allows both parties to sign separate copies of the agreement and treat each copy as an original and binding copy.
Mediation/Arbitration
Due to the high cost and time periods involved in arbitration, many contracts now have mandatory mediation or arbitration clauses. Mediation involves presenting your case to a neutral mediator, often a retired judge or attorney with experience in the field, and attempting to come to a mutual agreement of resolution. Arbitration, on the other hand, often involves the neutral third party acting as a judge and declaring a ruling on which party should prevail. Parties to a contract may agree to binding arbitration, meaning that the ruling of the arbitrator is final and can be enforced in court. A good rule of thumb is to agree to this provision if you feel that you may be sued, but do not agree to or insert it if you feel that you may sue in the future.
Liquidated Damages
A liquidated damages clause allows a party to recover a specified amount in the event of a breach of contract by the other party. By law, the amount must be reasonable. Under certain types of contracts, liquidated damages clauses are only allowed where the true amount of damage that would be sustained is indeterminate.
Copyright (c) 2009 Jeffrey Matsen
Vending machine contracts are known for being very vague and that can lead you to all types of problems. You should know up front that these types of loopholes in the terms of the contract often aren't done by accident. Instead they are due to the unscrupulous plans of someone out to make money at your expense. There are vending companies that make all kinds of promises but they don't fulfill them.
For those that don't have a great deal of experience with contracts, they can be tricky. They may see straightforward but they are often more complex than you would imagine. There are plenty of vaguely written contracts out there that can get people into trouble. You can be sure they are written that way to for in order for you to get taken advantage of.
This isn't to imply that those reading the contracts aren't intelligent people. It is just that those writing them often have inside knowledge that you don't. They know how to make something vague enough for them to get away with it. They also know there is nothing you can do about it. They don't really care about the concepts being ethical or not. They are just out to make themselves some money.
You can't take to court the fact that you thought they meant something else by what is written. For example if they say they will help you secure vending machine locations and they do they have completed their obligation. The fact that you didn't sell anything at those locations isn't something that they can be held liable for according to the terms of the contract you have in place with them.
The more information that you have in writing, the better off you will be. Ask them to provide specific information in writing. Most of the contracts are on the computer so it shouldn't take too much time or effort to make various changes. If they aren't willing to do it for you then that means you may be involved in something you don't want to be. As long as you don't sign the contract though you are going to be fine.
Even if you don't involve yourself with this type of program, you will likely have some type of vending machine contract at the locations where you place them. It can be something you wrote on your own or that you both did together. Make sure all of the details are covered so you can have an excellent working relationship with the owner of those vending machine locations.
It can be well worth it to hire an attorney to read over the information in your vending machine contracts. This way they will be able to tell you where you need to have more detailed information. They will know exactly what to look for while you and I may not. Some things may seem obvious until you have a problem later on.
The biggest problem though is that people tend to assume certain things. They want to think the best of others. You just can't be too careful though with any type of contract. Too may people out there are going to try to get one over on you if you do. It is well worth taking the extra time to really know what it is that you are agreeing to.
Article Source :
About Author
Both Jeffrey Matsen & Robert Farnham are contributors for EditorialToday. The above articles have been edited for relevancy and timeliness. All write-ups, reviews, tips and guides published by EditorialToday.com and its partners or affiliates are for informational purposes only. They should not be used for any legal or any other type of advice. We do not endorse any author, contributor, writer or article posted by our team.
Jeffrey Matsen has sinced written about articles on various topics from Estate Planning, Finances and Setting Up Company. Jeffrey R. Matsen of Wealth Strategies Counsel helps his clients structure the business and personal assets in the best way possible to preserve, protect and transfer them in the most efficient and tax saving manner. For more information go to ==>. Jeffrey Matsen's top article generates over 3600 views. to your Favourites.
Robert Farnham has sinced written about articles on various topics from Vending Machine, Finances and Vending Machine. Robert Farnham has 2 interesting vending business sites- checkout his site and his. Robert Farnham's top article generates over 40500 views. to your Favourites.