Contracts are legally binding agreements that offer a layer of protection for each party. To ensure your business has an ironclad contract, use these 5 contract clauses.
Whether you use contractor agreements to protect yourself or other types of contracts, you need to ensure you’re business and work are legally protected. One of the best ways to do this is through contract clauses that provide terms for specific situations and scenarios, such as cancelation policies, disputes, and more.
In this article, you’ll learn about some of the most important contract clauses to include in your business contracts to protect your interests as an independent business owner. You’ll also learn about the process of signing a contract and how to use a clientflow platform to easily send documents to clients to sign.
Jump to:
- How independent business owners can use contracts
- What makes a good, legally enforceable contract
- Five clauses independent business owners should have in their contracts
- Confidentiality clause
- Force majeure clause
- Arbitration clause
- Breach of contract clause
- Indemnification clause
- Tools for contract drafting and signing
How independent business owners can use contracts
Businesses of all sizes regularly form relationships with other parties in the form of clients, partners, students, vendors, and any other party that may seek the services of the business. In each of these cases, there will be some form of agreement outlining the terms of the interaction.
A written contract that all parties will sign is a great way of setting the expectations of all parties in a relationship or transaction and legally protecting the parties as well.
The process for drafting and signing a contract can go as follows:
- Research: Figure out what you want to have in your contracts and make sure there are clauses covering everything you need to keep your business safe.
- Negotiation: Your clients may want certain elements included or changed in your contract. Consider their point of view and make changes you can agree with.
- Drafting: Write the contract or have your attorney write the contract. Use online templates for convenience and an easy way to get started.
- Review: Have your attorney look over the contract to make sure it is legally compliant and your company is covered. Review the contract with the client as well to make sure this is a good experience for them.
- Contract signing: Documents can be sent to the clients using an online contract service such as HoneyBook, a platform that is available on desktop or mobile devices. You will be notified when the client signs the contract and copies of all documents are saved and can be downloaded.
- Uphold the contract: Make sure to uphold your end of the bargain or you may be sued for breach of contract. Hold the client to their end as well.
What makes a good, legally enforceable contract?
A contract should have a few basic elements, at minimum. The contract should contain the names of all parties, the scope of the work—such as a service, dates—such as deadlines or delivery dates, the rights and obligations of all parties, and the total cost of the work—including payment terms. Every contract should have a termination clause as well, which specifies when a party can end the contract early.
For an agreement to be a legally binding and enforceable contract, there needs to be a few basic elements:
- An offer: A promise to do some action, such as provide a service for a client.
- Acceptance of the offer: The client accepts the proposal.
- Consideration: Value brought to the table. For example, the price of the service.
- Mutuality: All parties must have agreed to the terms of the contract.
- Capacity: The company providing the service is capable of providing the service.
These are the basic parts of any enforceable contract. A good contract is one that you can enforce in court and one where you will be protected in case you are sued. Each of these basic elements should appear in some form on the contract. Other important clauses that can be added to contracts are outlined in the sections below in greater detail, such as clauses that can protect your business’s confidential information and clauses that can help limit your company’s liability in certain situations.
Online templates can make great starter contracts, with most of the usual clauses already included and ready to have your business information added and ready to be sent to the client for signatures.
Five clauses independent business owners should have in their contracts
Before you enter into a contract, you always want to make sure your business and client are protected. This is your opportunity to align on the basics, such as budget, scope of work, and timeline. Additionally, contract clauses allow you to protect yourself from other events or occurrences.
1. Confidentiality clause
A confidentiality clause, or non-disclosure clause (NDA) is a type of clause that protects a party’s intellectual property, trade secrets, plans, private data, financial information, or other confidential information. This NDA clause can go both ways because the business may be coming into contact with a client’s confidential information as well.
Businesses should include a confidentiality clause to protect their valuable information. When clients agree to this clause, they agree that they will not share the business’ information in any way for a set period of time. They can also include it as a way of promising to keep the client’s information private and that the business will not disclose information that could be harmful.
Some confidentiality agreements also include a non-disparagement clause, which prohibits clients from speaking negatively about a business, both verbally and in writing.
2. Force majeure clause
The term force majeure comes from a French term for “greater force.” It essentially means that a force greater than the parties involved may cause events that are outside of the parties’ control, which may interrupt a transaction or relationship. The force majeure clause specifies after which kinds of events could happen, and that neither party could hold the other liable for disruptions in the relationship or damages incurred from the event.
Examples of elements that may be specifically mentioned in a force majeure clause could include:
- Natural disasters such as earthquakes, fires, or hurricanes
- War, invasion, or other hostilities
- Pandemics and epidemics
- Civil unrest
- National emergencies
- Unforeseen acts of God
These are just a few examples of many that could be included in this clause. As with the rest of the contract, it’s best to be specific to leave no doubt.
Copy/Paste Template:
Force majeure clause sample
No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control, including, but not limited to, the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) a natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, explosions, infestations), epidemic, or pandemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; and (i) shortage of adequate power or transportation facilities. The Impacted Party shall give Notice within [number] days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of [number] days following Notice given by it, the other party may thereafter terminate this Agreement upon Notice.
3. Arbitration clause
An arbitration clause is a type of dispute resolution clause whereby the signatories of the contract agree to settle disputes in arbitration with a third-party arbiter rather than through the courts with judges and juries.
Arbitration is less formal than a trial, less public than a court case, and may be less expensive than attorney fees and court fees that you can expect if a dispute goes to trial.
Copy/Paste Template:
Arbitration clause sample
Any dispute, controversy, or claim arising out of or relating to this contract, including its interpretation, performance, breach, or termination, shall be settled by arbitration. The arbitration shall be conducted in accordance with the rules of [name of arbitration institution or organization] as in effect at the time of the arbitration. The arbitration shall take place in [city, state, country], and the language of the arbitration proceedings shall be [specify language]. The decision and award rendered by the arbitrator(s) shall be final and binding upon both parties, and judgment upon the award may be entered in any court having jurisdiction thereof.
4. Breach of contract clause
A breach of contract clause is a clause that explains what will happen if either party doesn’t uphold the terms of the contract. Remedies for a breach of contract may include various forms of damages, such as general damages, special damages, and punitive damages; attorney fees; and being ordered to perform a party’s agreed-upon terms of the agreement.
A business owner may want to include this clause that sets expectations if the client breaches the contract in any way. For example, the client may not pay for the services. Since there would be a payment clause in the contract setting payment methods and due dates, the client would be breaking the agreement they signed if they do not pay.
This clause allows the business owner to remedy that kind of situation in some way, such as by charging a late fee or terminating the contract.
5. Indemnification clause
Indemnity clauses are agreements in that one party won’t be held liable for the damages of the other party. The damages the other party may suffer could be court-ordered, jury awards, or attorney fees if they get sued and lose their case. This clause can protect a business if its client gets sued or harms a third party.
The above clauses are just a few examples of clauses that all independent business owners should consider including in their contracts. These clauses can protect business owners in the event they are sued or from unforeseen circumstances out of their control.
To provide your client with the optimum experience, review your contracts with them and be sure to ask for feedback and questions. You want your business protected, but at the same time, you don’t want to scare clients away with scary legal jargon and complex contract clauses.
Copy/Paste Template:
Indemnification clause sample
Client agrees to indemnify and hold harmless [Business] and its employees, agents and independent contractors for any injury, property damage, liability, claim or other cause of action arising out of or related to Services provided herein.
Tools for contract drafting and signing
Business owners can use a suite of online tools, available on HoneyBook, for drafting contracts and having their clients easily sign and save documents.
- On a platform such as HoneyBook, all parties receive a downloadable copy of signed documents.
- Contracts can be saved as templates that can be used whenever a similar contract is required in the future.
- The party’s name and other information can be automatically imported into documents.
- Any device, including iOS and Android devices, can view and sign documents.
- Initials and signatures added to platform documents are legally binding.
- Business owners can be notified when a client signs a contract.
This article is a basic introduction to contract clauses for independent business owners. Contract law can be a complicated subject. Before drafting contracts, entering into contractual agreements, and signing documents, be sure to consult with an attorney, especially one experienced in contract law.
With the help of online contracts and client management platforms such as HoneyBook, business owners can easily draft and sign contracts. Visit HoneyBook to find out more about how to begin using customizable online contracts, send clients invoices with ease, and manage client flow on a single platform.
Use HoneyBook’s ironclad contract templates to protect your business and clients.
