Section Ten - The Finish Line

Section 10 of your contract journey is designed to ensure that your agreement is comprehensive, enforceable, and tailored to meet legal standards. This section addresses critical legal concepts such as jurisdiction, dispute resolution, and the inclusion of additional documents. It also highlights the importance of precise legal language, the correct method for giving notice, and the proper way to sign the contract. Let's break down each part:

Question: What state or jurisdiction will govern this Agreement?

A very important negotiating point of the Agreement, this provision will dictate what state or country's laws will govern the Agreement. Not only could this slightly alter how the Agreement is interpreted, depending on what state it is litigated in, if you did end up in court, this would dictate where the action could be brought. 


This should be the state in which you are located/ your business is registered in. This should align with what you put in section one.

Question: Select one: Mediation, Arbitration, Court

Mediation is typically the most cost-effective, and quickest form of dispute resolution. It can even be handled virtually (ie, you can choose a virtual mediator, if you'd like). The downside: a mediator's final decision is not legally binding, so the Parties would need to enter into a settlement agreement to create a final binding agreement. 


Arbitration is the "middle option"; it is usually more expensive than mediation, and the Arbitrators act almost as judges. However, the final decision of the arbitrator is binding. Parties can choose to have 1 arbitrator, or a panel of 3. Finally, court is the third option. Depending on the laws of your state, this could mean small claims court, or a full court case. This of course could quickly become an expensive option. However, if you want a conclusive option in light of a contentious contractual relationship, court may be a prudent choice.


If you select “Mediation” or “Arbitration” above, you will see the following questions:

Question. How many days are permitted before the matter defaults to court?

This is entirely a business by business choice, 30 calendar days is a most common selection.


If you are a contractor who's providing six months of work for somebody, I would select mediation. That's kind of the benchmark, not literally, but that's the logic behind choosing one over the other.

Question. Are you using AI to complete any portion of the work?

With the rise of AI in the workplace, when in doubt, select "yes" to this question.

Question: Will any other documents be included in the Agreement?

This does not mean any other documents the Parties may reference throughout the contractual relationship, but an documents that may be continuously updated throughout the scope of the Agreement. For example, a "Scope of Work" document or timeline that may be updated prior to an Event, or an invoice, if purchasing on behalf of the Client. 


If you select “Yes” above, you will see the following question:

Question: Which documents will be included?

List the other documents, such as "the ongoing invoice".

Notice Provisions

Question: Do you want to provide notice via mail, email, or both?

The agreement requires certain notice to be provided in writing, and this provision is where we define what "in writing" means. You can select both, and always delete one later


This paragraph reads as "either/or", so when in doubt, select "both". If you want to simplify the paragraph, select "email". When sending critically important communications, such as a notice of breach, the Parties need to ensure they have clarified how that notice must be transmitted. For example, a text message won't be acceptable.

Question: How many days after receipt is the notice effective?

If notice is effective immediately upon receipt, write "immediately upon receipt". If notice is effective upon a set number of days after receipt, such as thirty days, write "30 days".


This is something that it can be effective either on the day that it is received or within, for example, five days of receipt, whatever is most prudent for your business.

Signature RequirementS

Question: Designation of the person signing is:

It is critically important that you sign your agreement on behalf of your business. While your client will likely be signing this Agreement as an individual, you will need to ensure that a whoever signs on behalf of your business has the authority to do so, and designates their role within the company. It will look like this:


_________________________________________________

[Contractor's Name] [Contractor's Title, Business Name]

Signature _________________________

Date: ____________________________


_________________________________________________

[Client’s Name] [Client’s Title, Business Name (if applicable)]    

Signature _________________________

Date: ____________________________

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