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socrateaser
socrateaser, Lawyer
Category: Employment Law
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Contract edit and review

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Attachment: 2013-08-28_201243_my_independent_contractor_agreement.doc

I own a solar company in New Jersey. I am subbing out installs to an electric company. I drew a contract up through rocket lawyer but I would like to have it reviewed. It probably needs some minor edits, I think some of the information I added may not meet legal standards and some of it is repeditive. The document is only four pages and should only take about 10 minutes to review

Hello,

Can you please point out the specific areas of your concern?

Thanks in advance.
Customer: replied 3 years ago.
There isn't a specific area. It's moreso the entire agreement.

Okay, well, I'll tell you what -- the contract seems pretty solid to me (and I'm ultra critical, when it comes to this stuff, so, maybe you ought to go to law school).

Thoughts:

1. You may want to add a mediation/arbitration clause, to avoid any expensive courtroom litigation. Example:

  • In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules.


2. You may want to say something about how you will resolve the issue of your electrical contractors license being suspended or revoked. Example:

  • If at any time, Calvi's electrical contracting license is suspended or revoked, during the course of this contract, Sun Up shall have the right to either replace Calvi with a substitute contractor and terminate the existing contract immediately, or to suspend the contract, while using a substitute contractor, until Calvi can legally perform its obligations to Sun Up. During any period of suspension or if the Sun Up exercises its option to terminate, Calvi shall have no right to further compensation for any work not completed as of the date of suspension or termination, and any materials in Calvi's possession shall be transferred forthwith to Sun Up as may be necessary to complete any construction contracts entered into prior to the date of contract suspension or termination.


3. Thirty day notice of termination of the agreement seems pretty short. You could quit and leave the other party with a dozen different unfinished jobs, and no other contract may be willing to work for your price. Example:

  • In the event of a voluntary 30-day notice of termination of the agreement, each party shall in good faith endeavor to complete any work not yet finished, and to satisfy any remaining financial obligations, such that neither party shall suffer any reasonably foreseeable injury due to the termination of the agreement.

 

4. The indemnification clause would cover the other party, assuming that you have sufficient resources to actually pay the indemnification costs. If I were on the other side, I would be looking for a blanket performance bond, or some other insurance that would cover my client against your default. Otherwise, once again, you could be leaving the party in the lurch. I don't know what the other party is looking for, but I see this as a potential point of dispute.

Let me know what else I can do for you. Hope this helps.

Customer: replied 3 years ago.

Attachment: 2013-08-28_220312_independent_contractor_agreement.pdf

I added a few of the things you were talking about and I added a "commissioning checklist" as exhibit 1. Could you review the changes and tell me if the way I included and introduced exhibit 1 makes legal sense? I will leave feedback and pay you when I get your response. Thank you for all of your help!

Customer: replied 3 years ago.

I might have sent the wrong one

Attachment: 2013-08-28_220748_my_independent_contractor_agreement.doc

The attachment language is fine.

The additional insurance language is too broad. It doesn't specify what insurance is being provided. You could be offering to pay for Sun Up's workers comp or just about anything else. Also, without talking to your agent, you don't know whether or not you can make Sun Up a loss-payee, and to what extent. So, you need to discuss this with the insurer.

Other than that -- looks pretty good to me.

Hope this helps.
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