Contracts form the foundation of business relationships, but poorly drafted or inadequately reviewed agreements can create significant problems that only become apparent when disputes arise. By the time you discover unfavorable terms or hidden liabilities, you may face costly litigation, damaged business relationships, or financial losses that could have been avoided.

Having a business law attorney from Spengler & Agans review contracts before you sign them helps identify risks that might not be obvious to non-lawyers, protecting your interests and preventing future complications.

Ambiguous or Undefined Terms

Vague contract language creates opportunities for disputes when parties interpret terms differently. Attorneys identify ambiguous provisions that could lead to disagreements about performance obligations, payment terms, or delivery requirements. We can help identify and clarify critical terms, including what constitutes acceptable performance, when obligations are triggered, and how measurements or standards will be applied. Without clear definitions, you may find yourself obligated to perform beyond what you understood or receive less than you expected from the other party.

Unfavorable Payment and Financial Terms

Contract payment provisions extend beyond simple terms. Hidden costs, penalty provisions, and unfavorable payment timing can significantly impact your cash flow and profitability. Business lawyers identify problematic financial terms, including automatic price escalation clauses, extensive reimbursement obligations, or payment schedules that create cash flow challenges. We review late payment penalties, interest provisions, and fee-shifting clauses that could make disputes more expensive. For vendor contracts, we examine minimum purchase requirements and take-or-pay provisions that obligate payment regardless of actual needs.

Excessive Liability and Indemnification Exposure

Indemnification clauses shift risk and liability between contracting parties, potentially creating obligations to defend and pay for claims you didn’t directly cause. Broad or vague indemnification provisions can make you responsible for the other party’s negligence or require you to protect them in expensive litigation. Business attorneys negotiate limitations on indemnification scope, ensure mutual obligations where appropriate, and implement caps that prevent unlimited exposure. We also review restriction of liability clauses that may inadequately protect you or excessively limit your remedies when the other party breaches.

Problematic Termination and Renewal Provisions

Contract duration and termination rights significantly impact your flexibility and risk exposure. Automatic renewal clauses can trap you in unfavorable agreements that continue indefinitely unless you provide timely notice, often during narrow windows that are easy to miss. Our business law lawyers identify termination provisions that favor one party, require cause for termination without defining what constitutes cause, or impose excessive notice periods. We help ensure you maintain reasonable exit rights and understand the circumstances under which the agreement can be terminated.

Intellectual Property and Confidentiality Concerns

Many contracts include provisions affecting your intellectual property rights or requiring confidentiality obligations. Overly broad IP assignment clauses may transfer ownership of work product or other technology you intend to retain. Confidentiality provisions might restrict your ability to discuss business operations, work with other clients, or use general knowledge gained through the relationship. Our business attorneys help ensure IP ownership aligns with your intentions and that confidentiality obligations are reasonable and appropriately limited.

Dispute Resolution and Jurisdiction Issues

Contract dispute resolution provisions determine where and how conflicts are resolved. Forum selection clauses may require litigation in distant or inconvenient locations. Mandatory arbitration provisions limit your access to courts and may include unfavorable and expensive arbitration rules.

At Spengler & Agans, we review and negotiate contracts for Pennsylvania and North Carolina businesses. Contact us online or call 610-778-2034 before signing your agreement.