Manage miscellaneous contract provisions

Miscellaneous provisions cover topics not included in other major sections of the contract. The Jurisdiction for Disputes defines the court of law in the event of a dispute. Different states and countries have different laws. If a dispute goes to court, there may be hearings requiring the parties to be present. This section says which set of laws apply and where a hearing would be held. Clients usually ask that the jurisdiction be in their home state or country. This will keep their court costs low, since their attorneys are familiar with that choice of law and they won’t have to travel far. Oftentimes, clients won’t accept changes to the jurisdiction. Mediation Provisions are designed to keep legal and court costs low for both parties. If this clause is in the contract, you’re both agreeing to seek remedy to a dispute through a mediator before filing for costly litigation. The section on Legal Fees explains who pays what fees in the event of a dispute. Lawyers are expensive. If there’s a dispute and your client brings legal action against you, you’ll want to make sure that if you prevail in the case that the client is responsible for paying your legal fees, too. Your client will have similar expectations. Assignment of Agreement covers whether and how the agreement can be transferred to another party. In the event of a merger, acquisition, or company sale, agreements may or may not transfer to the new entity. Subcontracting Clauses lay out what work can or cannot be subcontracted out and the process for doing so. Many times, it’s allowed, but the client has to explicitly approve such arrangements, and usually, they want to do so in writing. Independent Contractor Status provisions make it clear that your firm is an independent contractor to your client and you’re not an employee of theirs. This keeps the client from having to provide you employee benefits, and it maintains your status as an independent entity that can conduct business as you please. Severability means that if a provision in the agreement is ruled to be invalid or unenforceable, usually by a court of law, that the rest of the agreement remains in force, and it’s only that one provision that no longer applies. Waiver usually means that if one party breaches or is in default on the agreement and the other party waives the transgression, it doesn’t mean that other future defaults or breaches will be waived. Said simply, if one party breaks the rules and the other party forgives them and chooses not to enforce the rule or consequences, it doesn’t mean future rule breaks will get the same forgiveness. While you might want to gloss over the miscellaneous provisions, they can become tremendously important during a contract dispute. Pay careful attention to what they say and what they mean. Get the advice of a good attorney to make sure you’re not exposing yourself to more risk than you can accept.