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Despite providing hundreds of hours of training programs and thousands of posts with contract advice over the past six years, I've never shared model versions of contract language. Here's why.

CONTRACT LESSON

Indemnification is where the money actually moves when a claim lands. The claims you cover and the exclusions you carve out decide who pays and who walks away. In this ContractsCon session, Sterling Miller and Jonathan Perkel club their way through indemnification claims and exclusions: how the provisions really work, where the exposure hides, and how to draft and negotiate the language before a dispute puts it to the test. Comes with a 24-minute video and the full slide deck, free for subscribers to download through July 27.

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MEME OF THE WEEK

We want the pen because we can make sure the drafting is done right. But we know that means we’ll be putting in the hours. Could someone come up with a magic wands that revises contracts to reflect negotiations so we can stay in control without the extra hours?

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CONTRACT TIPS

This contract tip is about drafting payment terms in commercial contracts.

Most commercial contracts fail to require both an invoice and a triggering event before the payment obligation kicks in.

Standard payment provisions say something like "Buyer will pay Seller X within 30 days of the Effective Date" or "within 30 days of delivery." These contracts may add that "Seller will send Buyer invoices," but they don't make invoice receipt a condition of payment.

Effective payment terms should include two conditions: receipt of the seller's invoice, and occurrence of the triggering event, such as delivery or the effective date.

Here is the approach I recommend: "Buyer will pay Seller the price within 30 days after the later of Buyer's receipt of the invoice or Seller's delivery of the widget." Or: "Seller will invoice Buyer no earlier than delivery. Buyer will pay the invoice within 30 days."

Make sure the buyer's obligation to pay does not kick in unless it has an invoice AND the event has occurred.

This dual requirement reflects how the business actually works and protects both sides.

Do you see contracts that are missing these requirements?

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