This document summarizes common mistakes made with contracts and provides tips to avoid them. It discusses the importance of putting agreements in writing, negotiating all terms, and addressing critical elements like price, time, goods/services, and dispute resolution. Failure to have a written contract, missing key terms, or not negotiating can lead to misunderstandings and legal issues down the road. Getting advice from a lawyer can help ensure all parties fully understand obligations and resolve any issues that may arise.

1. Presented by the Robert Rogers Law Firm, PA

2. This information is presented in a general format for the benefit of all. As such, it should not be taken as legal advice regarding a specific situation you may be involved in. Each company is unique and an specific questions should be dealt with by consulting with an attorney. Information presented by the Robert Rogers Law Firm, PA

3. General Contract Terms Common Mistakes Failure to put in writing Actual contract Changes to contract terms Regardless of parties involved Regardless of size of the contract Missing terms Critical terms Price Subject matter Time Dispute resolution Failure to negotiate Information presented by the Robert Rogers Law Firm, PA

4. What is a contract? Agreement between two or more parties involving exchange of goods, services or both. Generally, all parties gives something of value in the exchange. Both parties must be aware of and agree to the terms that have been laid out. Can range in complexity based on the type of transaction. Information presented by the Robert Rogers Law Firm, PA

5. What is a contract? Contracts are most often in writing, but can exist as oral contracts in some instances. A contract represents the collective agreement of all parties involved as to the terms of that agreement. This is often referred to as a “meeting of the minds.” Information presented by the Robert Rogers Law Firm, PA

6. Parties Involved Goods/Services Exchanged Price/Payment Terms Time of Completion Description of Location Dispute Resolution Applicable Law Special Terms and Conditions Information presented by the Robert Rogers Law Firm, PA

7. Failure to put in writing: Situations when a contract must be in writing or it is not valid- contracts involving goods priced at $500 or more promises to pay the debts of another promises made in consideration of marriage promises that cannot be fulfilled within one year a personal representative's promise to pay the debts of an estate a promise to pay a debt barred by the statute of limitations home solicitation sales home improvement contracts contracts concerning an interest in land health care guarantees newspaper subscriptions credit agreements Information presented by the Robert Rogers Law Firm, PA

8. Failure to put in writing: Why you should put your contract into writing- Protect you own interests Clearly outline the agreement Professionalism Bargaining power/negotiation Information presented by the Robert Rogers Law Firm, PA

9. Failure to put in writing: Contract Changes- Ongoing relationship Change in relationship Change in market Change in quantity/price Information presented by the Robert Rogers Law Firm, PA

10. Failure to put in writing: Regardless of parties involved- Family members Long-time friends/neighbors Long-time business partner New/emerging business Information presented by the Robert Rogers Law Firm, PA

11. Missing Terms: Critical Terms- Price/Quantity Price Issues What is the exact amount to be paid? When will it be paid? How will it be paid? Conditions of non-payment? Quantity Set exact amounts out in the agreement Information presented by the Robert Rogers Law Firm, PA

12. Missing Terms: Critical Terms- Subject Matter Clear description of items or services in question? Need for technical specifications? Warranties/Guarantees Allow for substitutes? How will that affect price? Information presented by the Robert Rogers Law Firm, PA

13. Missing Terms: Critical Terms- Time/Location Is time of the essence What happens if there is a delay? Shipping/Delivery Who pays? Where is product delivered to? Who can receive shipment? Location of Performance Service contract Information presented by the Robert Rogers Law Firm, PA

14. Missing Terms: Not paying attention to boilerplate language in a contract. Warranties Attorneys’ Fees Ability to assign Conflict resolution Information presented by the Robert Rogers Law Firm, PA

15. Negotiate: Making a first draft Review similar contracts Allows you to set terms initially Shows assertiveness Demonstrates professionalism Reviewing other party’s draft Know your priorities Clarify ambiguous language in the contract Information presented by the Robert Rogers Law Firm, PA

16. Negotiate (Skills): Aggressive but reasonable Know your market/competition What is the industry standard for your product or service What is considered normal or reasonable price What do your competitors offer? Know the other contracting party Level of business sophistication Needs and wants Information presented by the Robert Rogers Law Firm, PA

17. Negotiate: Always be prepared when entering a negotiation Be prepared to negotiate on every term Especially if you did not draft the contract Do not make assumptions about the other party Their understanding of contract terms Their actions based on the contract ALWAYS ASK QUESTIONS! Information presented by the Robert Rogers Law Firm, PA

18. Negotiate: Conflict resolution Best time to decide how to deal with problems is when there are no problems. Focus will be on coming to an agreement because that is the goal of the two parties Evaluate both long and short-term benefits to the business deal Consider alternative dispute resolution methods Information presented by the Robert Rogers Law Firm, PA

19. www.allbusiness.com www.findlaw.com http://www.associatedcontent.com/article/58021/contract_drafting_tips.html?cat=17 www.lawdepot.com www.legaldocs.com Information presented by the Robert Rogers Law Firm, PA

20. Contract Basics Common Mistakes Failure to get a written contract Missing terms in a contract Negotiation Resources Information presented by the Robert Rogers Law Firm, PA

21. Information presented by the Robert Rogers Law Firm, PA