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Stumbling blocks you should be aware of when reading a contract

Contracts are an essential part of everyday life. They help us to clarify our rights and obligations and also help us to avoid financial risks by protecting us from possible legal consequences. By reading and understanding a contract, you can ensure that your interests are protected and that both parties are holding up their end of the bargain. It is important to understand all the terms of the contract in detail. Some points you should consider are: the cost liabilities of each party; the deadline for concluding the contract; negotiation terms; formal clauses such as limitations of liability; disclaimers; warranty clauses, etc. It is also advisable to ask a series of questions and make sure that all your needs are taken into account. When reading and understanding a contract, you should also watch for stumbling blocks. These include: unclear definitions; unclear descriptions of duties or deliverables; ambiguity in determining responsibilities or obligations; ambiguity in establishing acceptance periods or schedules; and unanticipated change or amendment clauses. Reading and understanding a contract is essential to protect your right and protect your interests.

Introduction to the basics of contracting

It is important to familiarize yourself with the basics of contracting before you read a contract. A contract is an agreement between two or more parties to provide certain services under certain terms and conditions. In order to conclude a complete and legally valid contract, both the content and the form of the contract must be observed. Reading and understanding a contract can be difficult, especially if you are not familiar with the basic terms and concepts of contracting. That’s why it’s important to familiarize yourself with the stumbling blocks when reading a contract:

Definitions & Abbreviations

When reading a contract, it is important that you understand the definitions and abbreviations that are included in the document. Many contracts contain definitions and abbreviations that are specific to that particular contract. Therefore, it is important to understand what each term means. Although some definitions are often similar, some may be relevant only to the particular case. Make sure you understand all the abbreviations and definitions before you start reading the contract.

Conditions & Clauses

Beditions and clauses are another crucial part of any contract that you need to read. These conditions and clauses establish the rules under which both parties are contractually bound. It is important to understand what rules are set out in the contract and what rights each party has. Read all terms and clauses carefully to avoid unpleasant surprises later or something unexpected happening.

Periods of limitation and performance

Statutes of limitation and performance periods are important provisions in the contract that determine how long a contract is valid and within what periods both parties must perform the agreed services. It is therefore important to understand these regulations in detail. In general, limitation and performance periods should be as specific as possible in a contract. Some contracts have a general statute of limitations of three years, but others may include time limits for specific services or claims. If the limitation period is not explicitly stated, it can be determined by law. In any case, it may be advisable to establish special rules for the limitation or forfeiture of claims to be included in the contract. Performance periods should also be included in the contract and are usually more specific than statutes of limitations. They specify the date by which a contractual service must be provided and what happens if the service is not provided on time. Here, too, it is advisable to formulate clauses precisely with regard to the performance period.

Conditional provisions

A conditional provision is one that is dependent on another. Such rules are often included in contracts. A distinction is often made between a conditional, an independent and an alternative conditional. Conditional conditionals state that a particular action should not take place until another is fulfilled. A conditional conditional provision can also be linked to a specific time (e.g. “from 01.01.2023”). Independent conditional provisions, on the other hand, state that the particular action takes place independently of the fulfillment of the others (e.g., “as soon as possible”). Alternative conditional clauses, on the other hand, state that several actions should occur simultaneously or consecutively (e.g., “either … or …”).

Disclaimers

The exceptions that a contract may contain and that may limit its scope are usually important parts of a contract. The disclaimer is one of those points that you should definitely pay attention to. A disclaimer allows an entity to exclude certain obligations or warranties, thereby providing some protection against legal claims. Although these provisions may be binding on both parties, you should ensure that such clauses are not overly broad and unfair. It is important to note that not all disclaimers are the same. Some may be particularly restrictively worded, making it difficult for you to recover damages for breach of contract. Others may be more flexible and give you more leeway. Therefore, you should read the terms carefully and check whether the rights are fair to both parties. Another stumbling block with disclaimers is that some clauses may be legally invalid. It is therefore advisable to contact a lawyer and have the contract reviewed to ensure that all clauses are legally binding and that no invalid clauses are included.

Non-disclosure agreements

Non-disclosure agreements (also known as “NDAs”) are one of the most common stumbling blocks when reading a contract. They determine what must be kept confidential between the parties and who is responsible for maintaining that confidentiality. Non-disclosure agreements are often very detailed and can be difficult to read. It is therefore advisable to deal with this issue in detail. It is important to make a clear distinction between what must be kept confidential and what is not. For example, some things may be excluded from the contract – such as details about pricing or technical information – or it may be specified that only certain information must be kept confidential. In addition, it should be noted that the non-disclosure agreement governs the parties’ responsibility for maintaining confidentiality. It is therefore important to be clear about whether or not you want to take on this obligation or other protective measures.

Implied and not expressly agreed regulations

An implied understanding is a tacit understanding. This means that parties have not expressly agreed to something, but have tacitly accepted it by their actions or inactions. A contract may therefore contain both expressly and impliedly agreed provisions. Implied provisions may arise from the entire contract, but also only from individual parts of the contract. They may also arise from the conduct of the parties before or during the conclusion of the contract. Implied clauses are important in that the parties are often unaware of them and they can therefore be easily overlooked.

Cancellation & Terms

The last point to consider when reading a contract is termination and term provisions. These are the conditions under which a contract can be terminated and how long it is valid. It is important that you know precisely the deadlines for termination. Unless otherwise stated in the contract, termination must be in writing and declared two months before the expiration of the contract. However, it is also possible that these deadlines are agreed individually and should therefore be taken into account in the contract. When checking the term, there is a risk that some contracts are automatically renewed. Again, it is essential that you read and understand the relevant passages carefully. This way, you can make sure you don’t inadvertently get locked into a commitment or decline an automatic renewal. In summary, termination and term provisions in any contract must be carefully considered. Not only to avoid taking on unwanted obligations, but also to be able to act in time and avoid unnecessary costs.

But also important

Finally, it is important to note that each contract must be read individually and different rules may apply depending on the industry. Therefore, it is advisable to always read carefully and thoroughly check all the details. Especially implied clauses or judicial methods of contract interpretation are often unknown to laymen and can lead to unintended or unplanned contractual obligations, which the other party could also enforce in court.

Marian Härtel

Marian Härtel

Marian Härtel is a lawyer and entrepreneur specializing in copyright law, competition law and IT/IP law, with a focus on games, esports, media and blockchain.

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