Five Part Series on Essential Contract Terms for Consultants, Independent Contractors and Freelancers

Five Part Series on Essential Contract Terms for Consultants, Independent Contractors and Freelancers

Over the next week, I will be publishing a series of posts called “Essential Contract Terms for Consultants, Independent Contractors, and Freelancers.” While each post will cover a specific topic, the overall theme for this series is to encourage business owners to avoid, where ever and when ever possible, ambiguity in their contracts with customers.

As a sometimes litigator, I love ambiguity in contract terms because it gives me room to make an argument so long as it is supported by evidence, made in good faith, and can pass my internal “red-face” test. But as a general counsel to small businesses, contract ambiguity is a recipe for disputes. Even if disputes do not go to litigation or other formal modes of dispute resolution, any dispute costs time and money to resolve. Thus, when negotiating and drafting contracts, the enemy for all contract parties is ambiguity.

Ambiguous terms are those contract clauses and phrases tending to create confusion or lend themselves to multiple definitions or interpretations. When the parties to the contract have different ideas of what a term means, particularly as it applies to essential terms, the seeds of a dispute are sewn. Thus, the goal of contract negotiations and contract drafting should be clear terminology, excellent grammar, word choice not susceptible to multiple definitions, and stylistic consistency across the entire contract.

The posts in this series will examine five different contract terms and clauses that businesses who provide knowledge or expertise types of services should carefully negotiate, define, and include in a single contract or a Master Services Agreement. I encourage “knowledge” workers and creative workers consult with an attorney to develop a Master Services Agreement for their business. A Master Services Agreement provides the foundation for multiple or serial engagements for similar services with a single customer or client.  For example a web design firm might have one client needing multiple designs, redesigns and maintenance services.  Each specific engagement might have its own statement of work and pricing, but can reference the Master Services Agreement for the common terms and conditions that govern the overall relationship between the customer and the business.

The Law Offices of Matthew S. Johnston, LLC provides services to include the drafting of Master Service Agreements for consultants, independent contractors and free lancers of all types, with a focus on web design services, creative services, and marketing services.  If you need a Master Services Agreement drafted, please contact us to to discuss your needs.