Contracts are like debugging.

7.2. As a force majeure indicated a strike in the industry and the region, it is better to delete it, because It is unclear in which industry and in which region.

To be a bad lawyer, you do not need to have special skills: there is enough common sense to understand the documents. To be an acceptable lawyer - you still need a good memory in order to remember what and where in the regulations and precedents. And to be great - still have a great practice and an unhealthy sense of humor. Although the latter is not necessary, of course.



Each of our contracts is insured by a debugging lawyer who marks the risk points as brekpoints. Now I will show a couple of examples of what he sees and feels.

Protocol

Sometimes in contracts there are references to the conditions that lie somewhere on the site. It is assumed that you agree with them and check them. Naturally, there all of a sudden everything can change, and this will radically change the contract.



Optimally - set the notification of such a change in the contract. This is similar to the connection of third-party libraries, which can change at any time and ruin everything. Example of a lawyer's comment:

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The Contractor has the right to make changes to the Operational Rules, which are binding on the customer from the moment they are posted. In URI, comma instead of one of the dots.

The site terms of payment, rates, forms of reporting documents. The agent can change the conditions at any time. If we do not agree with the changes, we can terminate the contract unilaterally. It would be much better to print out the conditions, forms and tariffs as annexes to the contract, which are its integral part; modify them with additional agreements.

Often, instead of the term, they are left with a sample of a word like “(Organization Name)” .



Here is almost a pointer dereference: we discussed the contract, threw out paragraph 3.2. Another item referred to 3.3. But the counterparty forgot to change the numbering, and now the paragraph refers to the former 3.4 and so on. Some items refer to the void. When it comes to our responsibility, this is probably good. When it comes to our rights or the responsibility of the counterparty - just bad.



Sometimes you can see a long cyclic redirection - the contract clause refers to Supplement 1, then it refers to another clause of the contract, it to Supplement 2, there is a fork to the conditions, one of them may be a negotiation protocol, which is prepared upon the occurrence ... may not be one of them.



Very simple cycle:

1.3. The parties are guided by the Terms of Use. In case of discrepancy with the terms of the contract, the Terms of Use are used.

Remember the joke about “DEFINE TRUE FALSE // pleasant debugging?” . So, some jokers rename the terms of the contract completely freely. They have the right, the dictionary does not solve here, if the term is clearly defined. For example, I saw “link = banner”, which created certain features for counting visitors in the statistics application, overstating their number by about an order of magnitude.



Or, in general, the remarkable lack of screening, the lawyer’s comment to the contract:

Advertising brochure can not be annexed to the contract, but may be contained in the annex.

Simple and elegant:

The last document, which is not designated as an annex (but it should be), is called Service Approval Protocol No. 1. According to paragraph 6 of this protocol, it cancels itself.

More debugging moments

We also had an agreement where the deadline for submitting the report and the invoice to it did not coincide with the term of the penalty. At the end of the month, a timer was started, which the contracting party under the contract (if we had signed it) could extend forever without issuing a report. And there is no report - the penalties timer does not start. Handsome.



And then I just propose to enjoy the comments of a lawyer. For obvious reasons, the documents themselves, I can not show, but the comments for me - just gikporn:

Good reasons in force majeure - the inability to contact the client, the delay in issuing at the request of the client, the absence of the client at. How will this be confirmed?

5.3, 5.5. For violation of the terms of transferring money and placement in the terminals - 0.1% of the remuneration for this item.

It is necessary to add "for each day of delay", as in paragraph 5.8.

2.3.9. If the contractor violates the Consumer Rights Act, we compensate: the Contractor and the Client are most likely confused.

"The Landlord shall not be liable in the event of theft or other offense against the Tenant." It is necessary to prescribe that only during working hours of the shopping center. And in non-working - carries.

5.1.5. If utilities are not provided, and it is not the Lessor who is to blame, but the suppliers, the rent goes 100%.

6.2.2. We must immediately notify about notifications and prescriptions regarding premises from the authorities and not take any action regarding such notices and prescriptions without the consent of the Landlord.



This requirement is against the law, since failure to comply with the legal requirements of a representative of the authorities may be an offense under paragraph 17.7 of the Administrative Code. 6.2.3. And if we did not fulfill the previous point, and the Landlord suffered losses, we will reimburse.

So how to read the contract?

The basics are as follows (right away - this is not the most complete list, but it gives a rough idea):



1. Check out the signer. If it is Ivan Ivanov, acting on the basis of the Charter - as a whole, it is good. If it is Ivan Ivanov acting on the basis of a power of attorney, you will need a copy of this power of attorney, because if it turns out that it is not there, or that it is without the right to sign, the contract can be canceled at any time.



2. Make sure that the subject matter of the contract covers the essence of your relationship. If this is a lease agreement, then the object should be about renting or subleasing, and not providing information services.

1.2. Responsibilities of the agent are spelled out imprecisely. The agent concludes agreements with partners in order to promote goods and services. Specific actions are not spelled out.

3. Specify all the requirements for what you want to see. For example, the owners very often want to agree orally about the sign on the facade, but we ask you to put it in the contract. Or here is an example - there are rooms in which it is impossible to register a cash register. If the contract was written, why do you need it - the counterparty is guilty. If not, do what you want.



4. Check the conditions and relations of the parties , most of all you care that the counterparty has the right, and you must. My favorite story - agreeing to rent on these terms, you agree to a local provider, and he takes only 40 thousand rubles per month for 2 Mbit / s. That is, as if the rental rate is one, but in fact the cost of the room is different.

The Tenant refuses to perform the contract only if due to the Lessor’s fault it is impossible to work for 90 consecutive days. Change to 2 days.

5. It should be understood that if any clause in a contract is violated, and responsibility is not established for it, it will be safely violated. Because well, sorry, it happened. If you owe money and dripping penalties, this question simply does not arise. Well, see that if you are imputed to any sanctions for violations, similar sanctions should be applied to the other side in the case of their violation.

In the contract of the transport company there is no responsibility for non-compliance with temperature, regulatory leakage, weight loss, volume, spontaneous combustion, decay, aging, etc.

The agent pays a penalty of 0.1% / day to 5% for the retention of our money and for violation of the terms (here the percentage is calculated from the remuneration). We pay 0.5% / day up to 5% for late payment, this is an inequality.

6. The most often overlooked moment in the contract is the issue of withdrawing from it. Be sure to check how to get out - it happens, the contract hides a fine the size of a couple of millions. There are documents where there is no way out.



Take the paper and write out for yourself the following things: who is responsible for the execution of the contract (in your company, it will then sign on this sheet), what are the terms of the contract, are there any penalties for something, your text or the text of the counterparty, what is the tax system of the counterparty . And everything that you think is right to do for the leaflet from the examples above and below as rules, like “[] I saw a copy of the power of attorney of the signatory, if it is based on a power of attorney” or “[] I compared the text of our completed standard contract with an instance of skylight ” , “ [] I tried to throw out all the inconvenient points, this is the final ” , “ [] There are no DDoS and other strange things in force majeure ” , “ [] ) " , " [] The dates of additional agreements and acts are not earlier than dates before dialect, contract numbers in additional dictionaries are correct . "

More examples of hodgepodge

Reporting documents are provided in the form of originals or certified copies. Only originals are needed.

It is prolonged for the next period (Which one? You need to write "for the next calendar year").

Lease agreement, art. 10. When the Landlord makes repairs and we cannot work, he does not reimburse us anything.

It is difficult to control the use of promotional materials only in the Russian Federation in the presence of the Internet, however.

2.2.1 - The agent has the right to deviate from the instructions of the Principal, if this is necessary in the interests of the Principal. Right?

2.5.3 - instead of “all fulfilled under the contract”, it is necessary to write “the result of the work performed on the basis of this contract”.

Appendix 2 - there is no possibility of making comments if the work is not perfect.

4.9. An agent blocks a private office if the principal has violated the contract and the law. I would cross out the law, because This is not a law enforcement agency.

5.1. We provide the right to use intellectual property, incl. trademarks. I would put in the words that the agent is allowed to use our trademarks “solely for the purpose of fulfilling obligations under the contract”.

Or another example: a good idea would be to check the procedures for getting something. For example, they can only be on a physical person due to the presentation of a passport or other features specified in the contract. The legal person does not have a passport, and the wrong procedure has been preserved from the sample: you will have to suffer.

Total

Read what you are signing. If it is not clear, ask a lawyer. We have a lawyer - an obligatory stage of document coordination. And how many times he has personally saved my ass from hypothetical situations - it is impossible to count. It is clear that all contractors are initially good, and they should be trusted: but it’s better to sign something that will not create problems. Even if necessary yesterday. Especially if you need yesterday.



Fortunately, our lawyer loves sweet glazed curds very much and knows how to prioritize what is important for the company as a whole (since he has been with us for 9 years already). So everything important is agreed quickly.



And finally, a couple of important notes. First, a lawyer works as a compiler - it can get to the letter of the code, but not to the point. That is, if you agreed on postpay, and in the prepayment agreement, the lawyer will not see it. Therefore, each head of the unit in their own skin goes through some basic things. Secondly, of course, everything is higher - this is by no means a guide, but simply an illustration of how it can be. Build a system for this will not work, but quickly understand how interesting you are or not - probably, yes.



Well, just a pearl:

5.14, 5.17. - under these points they are not responsible for the safety of the product itself with the integrity of the packaging.