Devoted to purchasing, purchasing agents, and all things related

Contract Discussion Disclaimer:  I'm not a lawyer, nor do I play one on TV.  (Note to The American Bar Association: I'd love to play a lawyer on TV, though, so please feel free to get in contact with me when casting your next commercial.)  In this post, I will share with you my personal experiences in drafting and negotiating contract language.

Confidentiality - Businesses like to keep things secretive, especially so their competitors don't gain any advantages over them in the marketplace.  This can be crucial in new product development.  This clause should always bind both parties mutually.

Orders - This part explains all the ways orders may be placed including the traditional paper Purchase Orders (which are almost always  faxed or e-mailed these days) to web based ordering systems.  In all product/service bidding in which I've been involved, we have placed great emphasis on online ordering capabilities.  I feel that, in this day age, an Internet ordering system is an absolute must.

Miscellaneous - Yes, they actually call this section of a contract Miscellaneous Provisions.  This is place to insert everything that didn't seem to fit anywhere else.  Examples here are Publicity (you can't mention your the association between the companies in advertising without permission), Entire Agreement (this contract and its amendments supersede other agreements unless noted here), and Assignment (what happens to the contract if one of the companies is sold).

Signature - Finally!  The goal has been reached.  Everybody is satisfied with the terms.  Both sides should end up with a fully executed original which means that each party signs two copies so both have original signatures, not photocopies.  This results in both sides obtaining (the oxymoronic term) "an original copy."

This series gives you some basic knowledge of contracts.  If you missed any of the other posts, here are the links:

Who Needs A Contract?   What is a Contract?   Anatomy of a Contract - Part 1   Anatomy of a Contract -  Part 2   Anatomy of a Contract  - Part 3   Anatomy of a Contract - Part 4