Re: Fwd: Two Contracts?

Subject: Re: Fwd: Two Contracts?
From: Beth Agnew <beth -dot- agnew -at- senecac -dot- on -dot- ca>
To: techwr-l -at- lists -dot- techwr-l -dot- com
Date: Tue, 20 Dec 2005 15:52:01 -0500

I've been in this situation with large clients, and signed two contracts. The important thing is that the two contracts should NOT conflict. If you have a problem with any clause in their contract, strike it through, initial the strike through, and if necessary, write in your own wording. Every contract, even boilerplate, can be amended by the parties before signing. Of course, you have to consider the consequences. They might say, sorry, that clause has to stand, in which case it's your option to say, then sorry, I won't be working for you.

I often have clauses in my contract that the client typically doesn't include, such as kill fees, and waivers of liability. The problem with merging two contracts, is that the client might agree to your specific terms, but not want to incorporate such terms into "their contract". They also generally do not want to just use "your" contract, even if their clauses are added. Silly, but, hey, lawyers. Hence you end up with two contracts.

Contracts are really meant to codify the meeting of minds of two parties to an agreement. Any points of conflict should be discussed, negotiated, and sorted out before you start to do business together. Don't count on the contract saving a situation gone bad. At that point, it's just a weapon. If you cannot come to a friendly and equitable agreement with your client, do you really want to be working with them? The potential lost revenue is nothing compared to the losses that could occur if it all goes terribly wrong.

Anonymous Poster wrote:

This contract has several clauses that conflict directly with the text of
my contract, These clauses are clearly not in my best interest (like
giving up the right to trial by jury in a dispute).

My contact says her company always signs the consultants contract and
has the consultant sign theirs. Is the process of signing "two"
contracts common? (I've never done it.) If I sign them, which contract
takes precedence--perhaps the one signed first, or last??

Beth Agnew
Professor, Technical Communication
Seneca College of Applied Arts & Technology
Toronto, ON 416.491.5050 x3133


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Fwd: Two Contracts?: From: Anonymous Poster

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