How to create a «reliable» contract?





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17.01.2011 00:02
All business relationships are governed by legislation and the conditions that entrepreneurs have provided in their agreements, which are issued in the form of treaties: mutual agreement to act together, the responsibilities of the parties, their responsibility, price, dates, settlement procedure and the like.
The main purpose of the Treaty - to reliably protect your interests legally, and it is possible if the following conditions:


- The contract is in your best interest
- The obligation to your partner under the agreement is strictly defined and secured its liability
- The contract does not violate the current legislation of Ukraine;
- There is no "legal min.


We recommend you remember a few basic rights of prisoners of any treaty.


1. Should be clear about what you want from the agreement and how to do it.
Create in your mind an ideal scheme proposed operation: that is followed, that should make you and that should make your counterparty, highlight key milestones and deadlines for future operations, its most important moments and reflect it in the contract. Consider the options when something goes wrong at each stage and add to the contract appropriate for your solutions. Then you will control the situation.

2. Avoid ambiguity and reticence, blurred or fuzzy phrases. The contract may make sense to each point.
Remember that in the event of a dispute with any vague wording could (and, according to Murphy's Law - and will) not be interpreted in your favor. Furthermore, your partner may specifically include in the contract poorly understood by you (but well understood by him) the position in which your interests will be harmed from the most unexpected for your side. Clarify the wording, enter into the contract terms and the notion of phraseology.

3. Do not sign important contracts until it has examined your lawyer.
This is one of the principal rules, the significance of which understands "Western businessmen, but underrated countrymen. A lawyer is much more likely to see "legal landmines". To provide the legal consequences of one or other condition than that of the entrepreneur. Sonnet competent lawyer can help avoid big losses.

4. The project involves the contract always cook for yourself.
If trust is a partner, it will be a contract best suits their interests, "under itself" and you will have a hard customize it to suit your purpose. It's tactically wrong. Do not lose your initiative!

STRUCTURE OF THE CONTRACT.


Stringent requirements of a treaty is not important - consistently describe all the information about negotiated agreements. Traditionally, there was a breakdown of the contract for a number of topics:

INTRODUCTORY SECTION
Size:

1. Name of the contract (contract of purchase and sale, transfer, lease, joint activities, etc.)
Name of the contract immediately to talk about any legal relationship in question.
2. Date of signing the contract (day, month and year of signing).
This is required since the date of signing the contract related to a correct determination of the moment of his detention and the date of completion, and hence of the legal consequences that are associated with it.
If the parties sign a contract at a different time, it is concluded with the signing of his latest side.
3. Place of signing the contract (city or town).
Legal meaning: the place where the agreement in the court determined: a) the capacity and capability of the parties, and b) the obligations that arise in connection with the agreement by default, unless the contract stipulates otherwise. This is especially important at the conclusion of trade contracts.
4. Full official name of the parties under which they are registered in the state register.
5. Names of the parties under the contract in terms of their relations (for example, "supplier", "lessee", "author" and so forth).
6. Full title, surname, name and patronymic of the person signing the contract, as well as the title of the document from which you derive its authority to sign the contract.

You must properly check and verify that the person who puts his signature on the treaty have such a right. It is difficult to make, but it is - a must! Remember - the signature of the contract by a person not authorized for that office, whether or not the person that stated in the contract - one of the most common methods of fraud.

Under current law, only one person company - head - has the right to act on behalf of the company without authorization. If you face a man who acts according to the proxy, then after you have certified his personality, check out the very power of attorney. The authorization must contain:

- Signature of the head (just the head!) Organization, certified by its seal;
- The date when the warrant was issued (if not stated, power of attorney is invalid! ");
- Period for which the warrant is issued;
- Scope of authority, of which clearly visible: one who is before you really have the right to enter into just such contracts and agreements, and not just represent the interests of the organization.

It must be remembered that the agreement concluded on behalf of an unreal person or persons acting outside their authority, do not pull for any legal consequences for the organization on whose behalf it is made.

SUBJECT

In this part of the contract are described:
- Summary of targets (objectives), for the sake of which the agreement is concluded.
- The main provisions of the contract and its essential terms.
- Time and place of their obligations by the parties.
- The way the obligations of each party (the order of actions, their sequence and timing).
- The total amount of the contract and the order of the board.
- Procedure for acceptance of transfer of goods, property rights, work, etc., documents certifying the completion of certain stages of the agreement.

Existing legislation often requires a specific list of instruments essential conditions: - without reaching agreement on any of these conditions, the contract may be declared null and void (void). The specific content of these conditions depends on the type of contract and the specific situation.

RIGHTS AND OBLIGATIONS OF THE PARTIES


Described in detail:
- Duties and rights of each party to the contract.

RESPONSIBILITIES OF THE PARTIES, secured obligations.

In any agreement it makes sense to include such conditions that will help you in case of adverse developments ...

1. Responsibility of the parties.
This item may contain certain kinds of sanctions as a penalty (fine, penalty), payable to the party that failed to meet its obligations with respect to each of the agreed terms of commitments.

2. Coverage of the parties.
Introduce additional measures wealth effect on the guilty party a way of ensuring commitment: the penalty, bail, surety (guarantee).


ADDITIONAL TERMS


Grounds for early termination of the contract unilaterally and procedures of the parties with unilateral cancellation of the contract.
Think about what you lose in the event of unilateral termination of the contract in each stage and make a contract suiting your terms.

Procedure for resolving disputes between the parties.
Disputes between the parties undone in accordance with Ukrainian legislation in the courts, regardless of whether the required condition in the contract or not. But you can install a different position, for example, consideration of disputes in arbitration, in accordance with the regulations of any applicable court of arbitration.

Force Majeure:
Actions of the Parties in the circumstances irresistible force.

Conditions of transfer of ownership of copyright:
Term, territory, circulation, a list of rights, the price ...

Conditions on the harmonization of the relationship between the parties.
In this section, each side shall include:
a) persons authorized to provide information and resolve issues for the implementation of the agreement,
b) methods of communication.

Conditions of confidentiality under the contract.
At this point, the contract provides, what conditions of the contract are considered confidential and shall not be made public by the parties.

The term of the contract.
Will tell you when I can lay claim to the counterparty for the abandonment of the contract.

Information about the tax system, which is elected each of the Parties. (General, a single tax of 6%, 10% patent).

ON OTHER TERMS AND CONDITIONS


In some specific cases, you may find useful the following statements and conditions:

- "In cases not covered by this agreement shall be governed by applicable law."
- "All corrections in the text of the treaty are legally binding only if they are authenticated by the signatures of the parties in each individual case."
- "After the signing of this agreement all prior negotiations, correspondence, previous agreements and letters of intent are no longer valid."
- "The Parties undertake to immediately inform each other about changes in the details."
- "This agreement is made in two original copies, one for each of the parties."

DETAILS OF THE PARTIES.

a) postal details;
b) the location (business address);
c) the bank account of the parties (account number, banking institution, bank code, the MFI)
d) details of the tax (VAT payer code, individual tax number, OKPO)
e) the shipping details

Signatures of representatives of the parties.
Print parties.

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