How to draft a contract without using a lawyer? Stick around and I'll tell you.
Hi everyone Simon here from The Contract Company -Contracts that's what we do,
all day every day and sometimes overnight, lucky us'
right, so you want to draft a contract and you don't want to use someone like me
don't worry I'm not offended that's life.
I'm going to tell you how to do that. Right so, this is what you need to do.
The first thing you need to do is you need to search online and
find a good reputable website that sells the template that you're after. Now
make sure that you do a search for your jurisdiction. So assuming you're based in
Australia you want to be searching google in
Australia for the relevant template for the type
of contract that you want. So let's say you want to provide
services to someone, you want to find a services agreement or
let's say you want to you know you're a contractor
you want an independent contractor agreement. So the key is you've got to
find a good template and what I say a good
template, a template that's from a reputable source
hopefully drafted by Australian lawyers if you're in Australia or
the lawyers of the jurisdiction wherever you're from
and then the second thing is you need to find a
template that is the right template for you. Because often using service
agreements as an example there's two versions of a service agreement or there
should be depending on you know the website that sells them
there'll be a service agreement that's pro,
the supplier of the services and there'll be another services agreement
that's pro the recipient or provider of the
services did I say that right supplier for
services and the recipient of the services.
Basically two sides of the same transaction
you if you're providing the services or receiving the services you can have
contracts that are different in terms of their
drafting bias, so this one will favor obviously, this bloke and this one will
favor this guy so where do you find these templates?
So there if you're in Australia you can go to a
website called RP Emery they do some good ones, I think there's another
website called Precedence Online. I've seen another one called Net Lawman
I think they're Indian templates I've only had a course to review one of theirs
once and it was okay. I think basically if you just look
around on the internet, you will find them,
as long as you can search or you have enough information
to work out exactly what template you're looking for. So if you don't know what
template you're looking for put the time in to try and do some
research into google to find out what that template is,
because once you then actually select the template
you'll be so much further down, sorry once you select the right template
you'll be so much further down the track than if you start off and use the wrong
one. So that's the first thing, find the right
template and get it from a reputable source and hopefully the website where
you buy them from or buy it from will basically say
you know it's been drafted by an Australian lawyer or a lawyer of the
relevant jurisdiction. Right so, once you've got it and you
bought it what do you do well you need to
follow the instructions carefully. Hopefully, they give you when you're
filling it out when you fill it out so you need to make sure the party's
details are correct and the biggest issue here is you need
to make sure that the contract is with a legal entity.
Now a legal entity in Australia is either a person or a company,
there are some other random ones, I'm not going to worry about them because
a person or a company covers 99.9% of everything, so make sure
that either you or the other person on the other side you're defining them
correctly as either an individual or as a company. Now, if they have a
family trust or some sort of trust, the only legal entity there is the
trustee of the trust. So, the trustee of the trust are you the
a person who administers the trust will either be,
an individual or a company so does that is that clear?
The parties details they must be an individual or a company.
Then the next thing is you need their ABN so the Australian Business Number,
if the individual is registered for GST they should have an ABN
and you can go to abnlookup.gov.au I think it is or just type in ABN lookup
into google and you'll find it, put in that person's ABN.
If that person is not registered for age for GST and they don't have an ABN,
don't put it in, if they're a company the company will have an ACN,
or an ABN when I say all, most companies are registered for GST, so they have an
ABN I think it's best to put in the
company number because that is the the primary identifier of the company,
you can go to ASIC - asic.gov.au and do a company search,
and that way you'll be able to find
the company's ACN or Australian Company Number,
so you'll have the company name Pty Ltd or Ltd, if it's a public company and
you'll find out the correct descriptor of the company from the ASIC
search so if it's I don't know Jim's Carpet Washing Company Pty Ltd,
the Pty Ltd part you need to make sure
you get those bits right and they'll be found on the ASIC website.
So that will tell you the correct ending whether it's proprietary
limited or just a public company being limited.
Then you put in the ACN you're good to go. I'm not so fast as to whether you
have the address in there, the reason I not so fast is because
addresses are usually important for notice, as in if you want
to give notice from one party to the other party under the contract, then
usually, you need that formal address listed in the contract, but most
contracts or at least the ones we draft allow for notice to occur
via email. So I actually don't care personally, if you have the correct
address details or not the next thing you need to do and this
is where things will get complicated, and
I'm going to have to generalize because there are that many different types of
contracts. But you need to make sure that with whatever's being provided
under the contract or received depending on which side of the fence you sit,
there is a clear description of what that is.
There are 2 things there, or 3 things there one set out exactly what's
occurring like if you're providing services set out exactly what the
services are, if there is some doubt as to whether a
clause or a sentence can be interpreted a couple of ways
then put in another sentence that says -you know for the avoidance of doubt
that means x y and z, so you just go into more detail specifying
the potential issue, so you might say Jim will provide green apples,
to avoid doubt green apples means Granny Smith's.
You know that's a silly example but you do really need to be careful,
as in clearly define the services because that's often where disputes
arise, because people don't know what exactly they've signed up to provide
or to receive right so you've got the services what
else have we got there, then you've got the pricing so make sure
the price is clear, there should be some standard
terms and contracts, sorry terms and clauses in the contract that deals with
the actual payment mechanisms in terms of you need an invoice once an invoice
is received and the other party will pay on x days.
You can change those sorts of time frames but make sure you specify what
the amount is, and when it's payable and hopefully
there's no doubt or dispute as to what those amounts are, and when they're
payable.
Services price as I said it's tough to try and do this because there's that
many different types of contracts, that what I'm saying. Now,
will probably not be relevant for 50 of you who are looking to put in place like
a website development agreement or a mobile app agreement.
Then the last thing you want is the signature block make sure that once
you've got those entities that you've defined at the
start of the document. The individual and the company names,
they need to be replicated down in the at the end of the agreement,
and make sure you do those correctly if you're doing a deed.
A deed of something be released of settlement you need to be very careful
with the execution clause go and do some research on google about those because
if you get the execution clause wrong on a deed
that can invariably make the whole deed void.
So that's one area with deeds you need to be very careful.
So make sure you just do some research on that,
but look if you've got a good template if it's
drafted correctly in terms of the right bias, so what I mean by that is
I'll slow down a bit, you can't find the temp that you need on,
hopefully on the internet you find a website that sells it rpme.com.au
or online precedence I think Net Lawman there's a lot of
them out there, so go and do a search find the precedent
make sure it's got the right drafting bias whether you're the
provider of the services or the recipient of the services or whatever it
is, you know the builder or the client then
make sure you fill it out correctly with the correct details, legal entity
details, the correct services, the pricing when the price is payable make sure it's
signed properly. If you do all of that you're going to go
a long way to having a contract that is at least
pretty good, whether it's perfect probably not but it's going to be pretty
good and it's going to cover probably 90% of
people out there so that's one way you can put in place
a contract without having to deal with someone
like me. Even though I don't know why you wouldn't want to talk to me,
but anyway I hope that helps as I say I've tried to give as much information
as i can it's just very difficult when there's such a broad
range of contracts out there. Any questions
simon@contractcompany.com.au
1-800-355-455
thanks very much