Contract Review Attorney | Embedded Counsel

Reviewing and negotiating contracts is a vital process for every business. When entering into legally binding agreements, all parties involved should approach the process in good faith. However, the process of having an experienced contract negotiation law firm like Embedded Counsel in the greater Boston, Massachusetts area, we view and negotiate your contract while ensuring everything is thoroughly checked for due diligence, obtaining favorable terms, and minimizing risk for your business.

Whatever type of contract you are entering into, it is safe to assume both parties want what is best for them. A typical contract negotiation example requires both sides to compromise on some issues to come to an agreement that benefits both parties and limits risk. This risk and reward focus is why it is best to involve a business law attorney from Embedded Counsel in your contract review and contract negotiation strategies for companies in Massachusetts.

The Importance of Contract Review

Contracts are an essential part of day-to-day business for companies. Signing with new vendors, creating a non-disclosure agreement, and offering employment agreements are just some examples of everyday business contracts. Contract review is a thorough reading and evaluation of all elements contained within a contract, ensuring that there are no errors, conflicting statements, possible discrepancies, and undesirable liabilities.

People sign many examples of policies and contracts without opting to read them first; the best example is privacy policies, with only one in five adults saying that they ever read before they sign, according to the Pew Research Center. In business contracts, there is much more at risk than just some personal information. While it can be easy just to sign and move on with your day, a careful review of the contract can often save you from legal complications and liabilities that will take time and money to resolve. Consider, for instance, how much it would cost to go to court and defend against a breach of contract.

While any business professional should be capable of reviewing contracts, it is beneficial to bring in legal counsel who specializes in contract review for businesses. With specific experience in this sector, your contract review lawyer will know what kinds of liabilities and discrepancies to look for. Reviewing the contract is the final stage in which you can identify and amend any changes before you sign and accept a legally binding agreement.

Stages of the Contract Review Process

Contract review is often broken down into four broad stages–analysis, negotiation, revision, and execution. Your contract review law firm will manage the drafting, modification, and communications throughout these steps for optimized efficiency and effectiveness. Analysis typically begins before the contract is even drafted, with the parties involved taking steps to ensure due diligence. Risk is also mitigated during this stage by analyzing all parties involved and gaining an understanding of what the contract will entail.

The contract negotiation strategy and revision stages go hand in hand as both sides will propose changes to improve their position in the contract. These stages have been greatly benefitted by the invention of email communication, which allows contracts to be revised with tracked changes and sent back and forth between parties. At every step in the negotiation and revision process, it is important to have your legal counsel weigh in to ensure the changes will be satisfactory.

Once the revisions are complete and both sides are amenable to the final draft, the contract is ready to be signed and executed. Completing the contract will then begin the process of taking actions that were outlined therein throughout the agreed-upon time period. Every business understands the critical importance of contract law.

Potential Complications in Contracts

There are many potential complications that can arise while reviewing contracts, which is why it is important to have buy-in from stakeholders as well as legal counsel like Embedded Counsel, before signing. Your contract review attorney will know what steps to take and what to avoid based on protocols and prior experience. They can also assist in understanding the corporate lingo, legalese, and complicated wording that often gets used in contract writing.

Ambiguous phrases or discrepancies can occur in large documents where a phrase or agreement might be changed in one place but not another. This is why thorough reading and reviewing is so important. Multiple reads focused on different factors can help catch these unintentional mistakes, for example, reviewing the overarching terms and implications of a contract and then switching to focusing on small details.

Deadlines can also cause complications in large contracts if a company is not careful. Your contract negotiation lawyer can assist with tracking important deadlines to ensure that your organization does not cause a breach of contract. New innovations in technology like automation, tracking software, and more continue to help improve our processes with contract reviews and negotiations. The business attorneys at Embedded Counsel stay on top of the latest and best practices for the contract review process.

Types of Contracts and Agreements

A wide variety of contracts and agreements exist in day-to-day business. Contracts are vital for companies to establish legally binding obligations, create clear communications between parties, and protect their rights. A few common types of contracts in business law include:

Bill of sale – a bill of sale is a sales agreement that transfers property between a seller and a buyer.
Contractor agreements – an agreement between a contractor and a client or customer that provides a scope of work that will be performed as well as the deliverables and expected results
Employment contracts – an agreement outlining the terms and conditions of an individual’s employment within a company
Employee Invention Assignment and Confidentiality Agreements (EIACA) – legally establishes that the employer owns all rights to an employee’s work and intellectual property rights while employed
Licensing agreements – an agreement that permits parties to use some intellectual property, an invention, copyright, patent, or other product for a share in the profits
Non-disclosure (NDA) or confidentiality agreements – an agreement not to disclose specific information to parties outside of the contract
Memorandum of understanding (MOU) – a business relationship agreement between two parties working together on a project toward common goals
Mergers and acquisitions (M&A) contracts – outlines the terms of a business acquisition or consolidation and protects the rights of all parties involved
Statement of work (SOW) – a contract that outlines services that will be provided by an enterprise to a client or customer, noting details such as terms, expenses, and expected deliverables from the service
Photography release – a release of all rights regarding the usage of a client’s photos

Contracts and partnership agreements ensure the rights of your company and protect you from risk and liability. Be sure that your business is covered by proper legal documents. If you need help evaluating your current contractual agreements or establishing new ones, reach out to the team at Embedded Counsel for help.

Contract Negotiation and Revisions

Contract negotiation is a vital part of business today as parties come together to find a solution that benefits revenues and distributes risk factors. Negotiations often first focus on the business benefits and then the legal details, such as insurance requirements, provisions, and timing for renewals or terminations. Within negotiation, each party will have a unique bargaining position with something to offer and something they want.

Contract negotiation strategies can be friendly or adversarial, but business negotiations often benefit from collaboration more than antagonistic tactics. Working with a business law attorney can help ensure negotiations are delivered with strength while maintaining an even temperament and professional approach. When approaching a contract negotiation, it is important to know what your company’s priorities are and what kind of concessions you can offer to bring about the resolution you desire.

Researching the other party involved and doing your due diligence into their current situation can significantly help your position. For example, if a company has been losing market traction, it may be desperate to liquidate assets as long as its business is willing to take a risk by taking on its liabilities. Knowledge and facts are the primary basis for any negotiation and can help you approach from a position of strength.

Breaches of Contracts

A breach of contract happens whenever one party in a contract does not uphold their agreed obligations. These types of disputes happen quite often in business, so it’s important to know how to protect yourself when first drafting and negotiating a contract. Contracts should be thoroughly reviewed for potentially confusing phrases and discrepancies that could cause an unintentional breach of contract for either party involved.

If a breach of contract does occur, the most likely outcome is some form of monetary damages that attempts to restore the harmed business to the agreed-upon terms of the contract. Courts do not award punitive damages, which are awarded in civil cases for gross or wanton negligence, to make an example over the initially ruled damages, which just attempt to compensate for the harm done. Reliance damages can be awarded based on the promised amount of compensation that could have been reasonably recovered.

If you have entered into a contract where the other party has not upheld their agreement, you may need support from a legal review of the breach of contract by our experienced team. Parties involved have a duty to mitigate in cases of breach of contract so they may recover damages. Having a skilled legal counsel can help you determine the best course of action when facing a breach of contract.

Massachusetts Business Contracts

Under Massachusetts law, a contract is defined as any voluntary promise that is enforceable by law by two parties. Many contracts must be actually written down to be enforceable and not just an oral contract. Your contract must include factors such as the following legal requirements:

A voluntary promise or agreement that is the primary basis for the entire contract
Identification of all parties in the contract, including any affiliates, DBAs, or subsidiaries, and proof that all parties
Proof that parties are of age, mentally competent, and not under the influence of drugs or other substances
Duration or term of the contract must be stated with direct provisions accounting for automatic renewal if applicable
Statute of limitations and termination requirements
Indemnification that protects parties from liability if a third party is harmed
Dispute resolution if a breach of contract occurs and a detailed description of how arbitration or mediation will be handled
Offer and legal acceptance are the final and most important parts of the contract

When choosing a business law attorney to help negotiate and review your business contracts, it is important that you make sure they are aware of the specific state legal requirements, including considerations of good faith and fair dealing. Common law principles and specific state statutes and precedents will apply to contracts regarding consumer protection as well as business mergers and acquisitions. Knowing that you are dealing with a legal firm that has specific experience with the state in which you are doing business will give you peace of mind and foster a secure, cooperative business relationship within your industry as well as your future endeavors.

How a Business Law Attorney Can Assist with Contract Drafting, Negotiation, and Review

If you are in the process of entering into a business deal that requires contract review and negotiation in Massachusetts, a contract negotiation attorney will be of great assistance. The legal landscape in these states includes unique statutes and regulations that a seasoned corporate lawyer can navigate effectively. Consulting a corporate attorney from Embedded Counsel will help you minimize risk and maximize potential benefits for your business.

Our team at Embedded Counsel in the greater Boston, MA area, will be with you every step of the way to ensure that contracts are meticulously drafted, from the smallest details and contingencies to protect your best interests. Our negotiation tactics will advocate on your behalf for favorable terms, address any potential legal issues, and communicate quickly and effectively with all parties involved all the way through until signing. We will offer continuous support throughout the entire process. Contact Embedded Counsel today to learn how we can assist with your contractual review and negotiation needs.