• Tanya S Osensky

Contract Monster Clauses

There are some contract terms that I always watch out for.

One is automatic renewal. Rarely do companies remember to cancel the contract before the deadline, and then they’re stuck with it for another term. Creating a reminder in your calendar is a good way to deal with this, if you can’t change the contract provision.

Another monster clause is “best efforts.” When a contract says that someone must use best efforts, it means that they have to move heaven and earth to get done whatever it says, even if it will cost a boatload of money. I usually change that to “reasonable effort” or “good faith effort.”

I’m a realist. Whenever I see something onerous in a contract, I ask whether it’s practical in real life. As a lawyer who worked inside the business for a long time, and now owns her own business, I don't get stuck on abstract and theoretical issues. No one wants to pay for hypotheticals.

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