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ContractEdge contracts and agreements go beyond the standard provisions and include critical special provisions unique to the IT industry. Our contracts were developed specifically to meet the demands of IT contracting. They contain the important "boilerplate" provisions found in most good general contracts some of which are described below.
Contractual Duties and Obligations
The duties and obligations section of a contract is a detailed description of
the duties and obligations of the parties and the deadlines for performance. If
one party's obligation is to create a web site design or develop software,
detailed specifications should be stated.
Warranties and Indemnities — Warranty
The warranty is a legal promise that certain facts are true. Typical warranties
in contracts concern such matters as ownership of the contract's subject matter
(for example, copyrights) and the right to sell or assign the subject matter.
Web, Internet, Web Sites, Software
In web and web site development agreements and content licenses, warranties of
ownership of intellectual property rights and non-infringement of third
parties' intellectual property rights are common.
For internet contracts involving the sale of goods, software, etc., certain
warranties are implied under state law unless specifically disclaimed by the
parties.
A warranty provision is usually accompanied by an indemnity in which the
warranting party promises that if the warranty is breached, the warranting
party will pay the other party's costs arising from the breach.
Contract — Agreement Termination Clauses
These clauses ensure that either or both parties have the right to terminate
the contract under certain circumstances. Generally, termination clauses
describe breach of contract events that trigger the right to terminate the
contract (for example, nonpayment of royalties).
Termination clauses also describe the methods of giving notice of exercise of
the termination right, and whether the breaching party must be given an
opportunity to cure the breach before the other party can terminate the
contract.
Remedy Clauses — Liability
Remedy clauses state what rights the non-breaching party has if the other party
breaches the contract. In contracts for the sale of goods, remedy clauses are
usually designed to limit the seller's liability for damages.
Arbitration Clause
An arbitration clause states that disputes arising under the contract must be
settled through arbitration rather than through court litigation. Such a clause
generally includes the name of the organization that will conduct the
arbitration (the American Arbitration Association, for example), the city in
which the arbitration will be held, and the method for selecting the
arbitrator.
Merger Clause
A Merger clause states that the written document contains the entire
understanding of the parties.
The purpose of merger clauses is to ensure that evidence outside the written
document will not be admissible in court to contradict or supplement the terms
of the written agreement. In complex contracts, the parties often go through
several rounds of negotiations before they reach their final agreement.
When a contract contains a merger clause, the final outcome of all previous
discussions and drafts is considered to be "merged" into the written document.
To learn more on common contract provisions see the article
Contracts Law.
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