Eileen Morgan Johnson is a partner at the law firm Whiteford, Taylor & Preston L.L.P. located in Falls Church, Virginia. She provides legal advice on contracts and agreement. The presentation discusses the key elements and components of contracts including identifying the parties, subject matter, price, terms, amendments, renewals, boilerplate language, independent contractors, waivers, indemnification, force majeure, and choosing the appropriate contract type. Contact information is provided for Eileen Morgan Johnson and her assistant Amy Smith.

1. Eileen Morgan Johnson
Partner
Whiteford, Taylor & Preston, L.L.P.
3190 Fairview Park Drive, Suite 300
Falls Church, Virginia 22042
Tel: (703) 280-9271
E-Mail: emjohnson@wtplaw.com

2. Before we begin - what is a Contract?
It’s not what
you call it that
counts

3. Elements of a Contract

4. Components of a Contract
Remember . . .
Who . . .
Name the parties to the contract
What . . . The subject matter of the
contract
When . . .

5. Components (continued)
Only include if it matters
Where . . .
• Leases
• Hotel and convention contacts
How . . . • Special skills or equipment
• The amount of money to be paid
• Each party’s motivation
Why . . .

6. Basic Terms
 Identification of Parties  Breach
 Product or Service  Termination
 Price  Notice
 Delivery dates  Warranties
TIP: Use checklists when you are reviewing contracts to make
sure that essential terms are not omitted.

7. Contract Amendments
Opportunity . . . to change some of the
terms of the contract
Requirements . . . agreement of both parties
Document . . . in writing signed by both
parties
 TIP: Develop and use a template
for contract amendments

8. Renewals and Extensions
EXTENSIONS . . . are really just contract amendments
Date for delivery is often only change
BEWARE . . . automatic renewal provisions
 Usually only benefit the party
being paid
 Often require lots of notice to
cancel
 Easy to forget they’re there
 TIP: When presented with a contract that contains an
automatic renewal provision, STOP and ask yourself if the
auto renewal helps or hurts your organization

9. Boilerplate

10. How to change boilerplate

11. Independent Contractors

12. Waivers and Indemnification
Waiver . . . a promise not to sue over
any claims that might arise
out of the contract
 Valid waiver requires
knowledge of the rights
being waived
• State law may limit
ability to waive claims
that have not yet
occurred

13. Waivers and Indemnification
Indemnification . . . one party agrees to
pay expenses of
other party in
defending claims
filed against them
because of the
contract
 TIP: Indemnification agreements
are only as good as the party’s
financial condition or insurance
coverage

14. Force Majeure
Events . . . are out of the control of
either party
Excuses . . . the party from
performing their part of
the contract
Traditionally “acts of
God” – severe weather
such as floods,
hurricanes or tornados
or earthquakes

15. Force Majeure
Modern version . . . wars, insurrections,
strikes, utility
failures, terrorist
attacks,
transportation
shutdown
 TIP – get Insurance coverage for force majeure events
 Event cancellation
 Business interruption

16. Use the right contract for the job
TIP: Don’t just download
a form contract from the
internet without knowing
what you’re doing.

17. Contact Information
Eileen Morgan Johnson
Partner
Whiteford, Taylor & Preston L.L.P.
Phone: 703-280-9271
Email: emjohnson@wtplaw.com
www.wtplaw.com