When Do You Need An Attorney To Review Your Contract?
A contract is a legally binding document signed between parties entering into an agreement. It imposes certain obligations upon the parties concerning one another. Since contracts are documents that are enforceable in a court of law, it is wise to get them reviewed at various stages by an attorney to fully appreciate what one is agreeing to and to protect one’s rights during the entirety of the contract. Whether you are taking a new job or signing an affiliate business agreement, it is important to understand what risks may be hiding in the document you are about to sign.
Before You Sign
It is essential to have the contract vetted by an attorney before putting pen to paper. Pick an attorney based on the type of contract you are entering, as different attorneys may specialize in different fields of law like tax, intellectual property, employment, or business agreements. An attorney will be able to review sensitive clauses important to the validity of the contract that may miss the attention of a layperson, such as what constitutes a material breach, the length of the terms, and whether the contract is in accordance with the laws within your jurisdiction.
Protecting Your Rights
Your lawyer may also point out whether or not the contract is fair to you. They will review the fundamental terms of the contract and if a greater number of obligations or penalties are attached to you as compared to the other party, the contract would not be treating both parties equally. A good attorney would demand a revision and alteration of such a contract before signing it.
Filing the Correct Documents
Get your contract reviewed to understand if any documents need to be filed or signed in addition to the contract itself, such as a non-disclosure agreement or proof of ownership in contracts involving property. An attorney will help prepare a list of all such documents to be filed and will also make sure that these documents are up to date. In cases where a secondary document, like a non-disclosure agreement (NDA) needs to be signed, the attorney may also go through its term to ensure fairness and avoid any prejudice against you.
Modifying the Contract
It is wise to retain the services of an attorney, as you may not feel confident requesting the offeror to modify the terms of the contract. Having an attorney guide you through this process as well as explain the legal ramifications of any adjustment is a good option to have. A review by your attorney at this stage will ensure legal validity as well as protection of your rights that may change through any modification of the agreement. Many make the mistake of having an attorney review a contract after signing because they do not realize they have the opportunity to negotiate. Once you have signed, renegotiation Is difficult. and often unlikely.
Breach of Contract
A breach of contract will occur when any party does not fulfill its contractual obligations. The consequences for a violation are often defined within the contract and may include termination and possibly arbitration or even litigation. A ‘dispute resolution’ clause within the existing contract is generally helpful in resolving any problems between the parties. Having your attorney review the contract at this stage is essential to evaluate whether a breach has taken place from your end or your rights in the agreement have been infringed by the other party. For example, a one-sided litigation clause can sometimes be hiding in the contract, requiring that you pay all attorney’s fees regardless of who wins the litigation. Your reviewing attorney will renegotiate this and other terms, as well as advise the future course of action that will include possible remedies like going to court or settling the dispute internally.
It is always prudent to review your contract with an attorney before signing it, as it will help clarify the rights and responsibilities of the parties, and reduce the chances of conflict and breaches later. If the contractual relationship between the parties breaks down or changes, it is also helpful to take an attorney’s advice on what steps are to be taken and how to best protect one’s rights granted by the agreement.
If you would like to learn more about any of the topics mentioned here, please call or text 484-801-0021 or reach out to Cassandra Ortner at firstname.lastname@example.org. We proudly support the nation’s business owners.
*Janelle Peyton is the Managing Partner of Peyton Law, a national boutique law firm providing general counsel and intellectual property legal services to small and mid-sized business owners and entrepreneurs. The firm offers business and brand-building legal strategies; including business entity formation, contract drafting and review, human resources and employee matters, joint venture agreements, trademark and copyright protection, licensing & franchising, business succession planning, and mergers & acquisitions. Peyton Law serves as outsourced general counsel to companies in a wide range of industries. Visit us at peytonlaw.com.