Columbia Contract Lawyers

Why Well-Drafted Contracts Are Important

A contract is only as useful as the words on the page. Maryland courts generally follow what is called the "objective theory" of contracts. This means a judge will look at what the written language says, not what one party privately meant. If a term is unclear or missing, a business may not be able to rely on an expected understanding.

Some contracts must also be in writing to be enforced. Under the Maryland Uniform Commercial Code, a contract for the sale of goods worth $500 or more generally must be in a signed writing. Maryland also recognizes electronic signatures and records, which affects how many companies sign agreements today.

Terms to Include in Contracts

Our lawyers can provide guidance on which terms will belong in a contract based on a business's industry and goals. Common provisions include:

• Scope of Work or Goods: A clear description of exactly what each party will provide, so there is no confusion about expectations.
• Payment Terms: Amounts, due dates, late fees, and what will happen if payments are not made on time.
• Term and Termination: How long the agreement lasts and the conditions under which either party may end it.
• Confidentiality: Protection for trade secrets, customer lists, pricing, and other sensitive business information.
• Limitation of Liability and Indemnification: Limits on how much each side can be responsible for and who will cover certain losses or claims.
• Dispute Resolution: Whether disagreements will be resolved in court or through mediation or arbitration.
• Choice of Law and Venue: Which state's laws apply and where a lawsuit must be filed, which can be especially important when working with out-of-state companies.

Negotiating Agreements That Protect Clients' Rights

Many contracts start as a draft prepared by the other side. These drafts are often written to favor the company that created them. Our legal team can negotiate on our client's behalf to reach terms that are fair and workable.

During negotiations, we will focus on what matters most to a business. For example, a Columbia software company signing a services agreement with a large client may want to cap its liability at the fees paid under the contract and keep ownership of its existing code. A local contractor may need clear language about change orders so it will be paid for extra work the customer requests. We look for these pressure points and push for terms that protect our client's interests while keeping the business relationship on good footing.

How a Contract Review Can Prevent Problems

Before signing an agreement, a careful review by legal counsel can save time and money. During a contract review, our attorneys will:

1. Read the full agreement, including attachments and any terms incorporated by reference.
2. Identify vague language, missing provisions, and terms that shift unusual risk onto a business.
3. Check that the contract complies with Maryland law. For instance, Maryland bans non-compete clauses for workers who earn 150 percent of the state minimum wage or less, so an employment agreement with this type of clause may need to be revised.
4. Explain in plain language what each section means.
5. Recommend specific changes and help present them to the other party.

We can also review existing contracts when a problem arises. We provide guidance on how to address concerns that may affect partnership agreements, LLC operating agreements, shareholder agreements, vendor contracts, licensing agreements, commercial leases, and restrictive covenants like non-disclosure or non-solicitation agreements.

Frequently Asked Questions About Business Contracts