Re: Fwd: Two Contracts?

[Beth Agnew <beth -dot- agnew -at- senecac -dot- on -dot- ca>]

I've been in this situation with large clients, and signed two 
contracts. The important thing is that the two contracts should NOT 
conflict. If you have a problem with any clause in their contract, 
strike it through, initial the strike through, and if necessary, write 
in your own wording. Every contract, even boilerplate, can be amended by 
the parties before signing. Of course, you have to consider the 
consequences. They might say, sorry, that clause has to stand, in which 
case it's your option to say, then sorry, I won't be working for you.

I often have clauses in my contract that the client typically doesn't 
include, such as kill fees, and waivers of liability. The problem with 
merging two contracts, is that the client might agree to your specific 
terms, but not want to incorporate such terms into "their contract". 
They also generally do not want to just use "your" contract, even if 
their clauses are added. Silly, but, hey, lawyers. Hence you end up with 
two contracts.

Contracts are really meant to codify the meeting of minds of two parties 
to an agreement. Any points of conflict should be discussed, negotiated, 
and sorted out before you start to do business together. Don't count on 
the contract saving a situation gone bad. At that point, it's just a 
weapon. If you cannot come to a friendly and equitable agreement with 
your client, do you really want to be working with them? The potential 
lost revenue is nothing compared to the losses that could occur if it 
all goes terribly wrong.
--Beth

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