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Say What?

Decipher common contract legalese.

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This story appears in the December 2004 issue of Entrepreneur. Subscribe »

Formal legal contracts are often filled with boilerplate-endless paragraphs with indecipherable legalese that protects one side or the other against different risks. Lawyers often say, "The big print giveth, and the fine print taketh away." Because boilerplate can have startling effects on your deal, it pays to have your negotiate it well. Here are common clauses to look out for:

  • The party-hopping assignment: Deals can be bought or sold-or, in legal jargon, "assigned." Thus, you could shake on it with a person you like and end up doing business with a person you don't like. To prevent the other side from selling your deal, have your lawyer incorporate appropriate verbiage into your contract. Conversely, if you want the right to sell the deal, your lawyer can spell that out, too.
  • The integration clause: The integration or merger clause protects you from a claim that there are other parts to your deal that weren't written down, or that you reached an oral agreement to change the written one. It's usually the last clause in a contract. Here's a simple version: "This agreement contains our entire understanding and cannot be changed orally." It's standard and rarely controversial.

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