Navigating complex contracts can seem daunting. Jan Tonkin of The Conference Company shares some guidelines to ensure you include key elements, understand the terminology, and give attention to important clauses.
Sealing an agreement can range from a handshake to signing a legal document. With a handshake open to interpretation and memories clouded by the passage of time, it’s good practice to have a written agreement.
That agreement should reflect the premise that both parties have a vested interest in each other’s success. Clearly outline responsibilities and include a process in case things don’t go according to plan.
Contracting is a two-way street. It’s worth taking the time at the outset to be clear about what you want to protect and why, and consider what the other party wants to protect and why.
At the very least, a contract should cover:
A contract needs to be easy to read, but it does need some legalese. It’s therefore useful to focus on these common clauses.
To indemnify another party is to agree to compensate that party for any loss or damage which occurs. You only want to agree to that when you are in a position to take full responsibility for your actions.
A situation may arise which is beyond the control of both parties. Neither should be liable to the other for any loss, damage, claim or liability suffered, for example, fire, flood or earthquake. Therefore, there must be a clause which protects both parties in such circumstances.
Remove from the contract any clause that reads, “We (the supplier) will deduct anything you (the host/organiser) owe us from anything we owe you.” In effect, monies paid for one purpose, can’t be withheld if there is a dispute about an unrelated charge. For example, a cancelled accommodation booking due for a refund, can’t be withheld for something such as conference catering.
“Neither of us are litigious and therefore when any question or dispute arises between us, we will make a genuine effort to resolve it”. With that as a guiding principle for the working relationship between client and supplier, there then must be clarity about the process. For example, if we are unable to resolve the difference within 30 days then we will go to mediation by the rules laid down by the Resolution Institute.
Other clauses to include in contracts should address:
With a contract in place that both parties have taken the time to review and refine, hopefully, the document can stay in a drawer for the duration of the project. However, if not, it provides that layer of protection not possible with just a handshake.