As the year draws to a close, the festive season offers an ideal moment to review your contracts. To help businesses start the new year on solid ground, we’ve prepared a holiday-themed checklist: The 12 Clauses of Christmas. Think of it as your legal advent calendar, ensuring every agreement is wrapped up neatly and securely.
1. Term & Duration
Like the countdown to Christmas Day, contracts need clear timelines. Confirm start and end dates, renewal provisions, and termination rights.
2. Scope of Work / Services
Make sure the “wish list” of deliverables is clearly defined. Ambiguity here can lead to disputes as unwelcome as coal in your stocking.
3. Payment Terms
Check invoicing schedules, due dates, interest on late payments, and currency. Transparency keeps financial surprises off the table.
4. Confidentiality
Treat confidential information like a secret recipe passed down through generations. Ensure confidentiality obligations apply to all parties and can be properly enforced.
5. Intellectual Property
Define ownership of all creations, designs, and innovations. Know who gets to unwrap, and who gets to keep, the valuable ideas produced.
6. Warranties & Representations
Confirm the promises made by each party. These are the assurances that keep your sleigh on track and running smoothly.
7. Liability & Indemnities
Review any limits on liability and indemnity provisions carefully. No one wants unexpected reindeer-sized risks.
8. Termination
Ensure you know how to exit gracefully if things don’t go as planned. Like leaving the Christmas party early, it should be orderly and fair.
9. Dispute Resolution
Decide whether disagreements will be resolved through negotiation, mediation, arbitration, or litigation. Think of it as choosing carols over conflict.
10. Force Majeure
From snowstorms and elf strikes to supply chain delays, this clause covers unforeseen events. Make sure it’s broad enough to protect your interests.
11. Governing Law & Jurisdiction
Confirm which country’s laws apply. Just as traditions differ across regions, so do legal frameworks.
12. Entire Agreement
Ensure the contract is the “whole Christmas tree” and not just a few ornaments. This clause prevents side deals from sneaking in.
Wrapping It All Up
Contracts, like holiday preparations, benefit from careful review. By checking these 12 clauses, you can avoid unwelcome surprises and ensure your business relationships are as joyful as the season itself.
As we close out the year, we would like to wish all our clients a very happy festive period and a successful start to the New Year. If you have any questions arising from your contracts, or if we can assist with reviews, updates, or new agreements in the year ahead, please do not hesitate to get in touch with our commercial team.