Generic, Short-Form Contracts – Are They Right For You?

We live in an era where there are unlimited resources for people to conduct personal and professional business in a self-service, independent manner.  Nearly everything can be done with the click of a mouse, from banking, enrolling in insurance programs, placing orders for a wide variety of goods and services, and even creating legal documents. 

Many business owners and entrepreneurs utilize the Internet to download or refer to various forms and contracts from legal websites.  Granted, there is typically a caveat that the sites are not offering legal advice and that there is not an attorney/client relationship, however, to a layperson, these agreements often appear sufficient and legally thorough.  A wide range of contract templates are available, such as: various lease agreements (residential, business, automotive, etc.); employment contracts; independent contractor agreements; non-complete/non-solicitation agreements; buy-sell agreements; power of attorney; estate planning documents (wills, trusts, codicils, etc.); asset purchase agreements; design and contractor agreements; business forms; real estate contracts (deeds, mortgages, construction liens, easements, etc.); and settlement agreements.

Often these agreements are generic and consist of short-form templates, usually not more than one page in length.  On their face, they appear to meet key criteria and even implement official-sounding legalese.  And there are certainly instances and transactions where short-form contracts serve their purpose (if drafted effectively). Typically, most short-form template agreements found on the Internet will include (but not be limited to) these types of terms:

  • Names of the parties to the contract
  • Performance agreed to by the parties
  • Consideration
  • Money to be exchanged
  • Dates of performance to be completed by the parties
  • Agreement binding on parties’ successors, heirs, assignees and personal representatives
  • Basic forum selection provision, maybe language regarding attorney’s fees
  • No-waiver provision
  • Signature lines

While an agreement with these terms seems to contain key provisions that should be in most contracts, there are other significant factors to consider.  It is important to remember that every agreement is unique, some more than others.  For example, an independent contractor agreement can be very different depending on the industry and the state where the work will occur.  The agreement has to be tailored to the specific needs of the parties – a generic, short-form template will not suffice.

Furthermore, in addition to needing to create distinctive specificity to the aforementioned basic features often found in short-form contracts, other terms need to be addressed and included, such as (but not limited to):

  • Termination provision
  • Intellectual property considerations
  • Dispute resolution
  • Confidentiality
  • Fees (if applicable)
  • Releases (if applicable)
  • Default provision
  • Representations and warranties
  • Indemnification (if applicable)
  • Modification and amendment provision
  • Severability provision

This is a reminder that it is very important to consult with an attorney if you are entering into a contract or if you need a contract drafted.  While there are many “self-help” resources and templates across the Internet, only an experienced attorney that understands the nuances of drafting, negotiating, and reviewing contacts can help ensure all of your needs are met and that your interests are protected.

Categories: Business Law

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