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Sub-Contractor & Terms & Conditions Updates

December 2011

Key updates to a number of our documents from the focus of this month’s Business release. Our standard sub-contractor agreements and our standard terms and conditions for goods and services have received some important changes which are detailed below.

Sub-Contractors, Non-Competition & Non-Solicitation

When dealing with certain subcontractors, it may be desirable to restrict those subcontractors’ freedom to provide similar or identical services to one’s competitors. A new provision in our standard sub-contractor agreements allows for such restrictions. The provisions have been designed to enable you to define the scope of the restrictions both in terms of time and location. It is important to note that both factors should be reasonable and not excessively (or unnecessarily) restrictive.

When sub-contracting out work, you are essentially granting a business in the same sector as your own ready access to your clients and, in many cases, your employees. In the absence of suitable legal protection, you run the risk of losing clients and, in some cases, staff, to your subcontractors. A non-solicitation clause is designed to prevent this. Our standard sub-contractor agreements now benefit from such a provision. Under this new provision, subcontractors are prohibited from soliciting the main contractor’s clients and staff for a period which can be defined in the contract. In certain cases, it may be acceptable to make exceptions to this rule. The clause thus allows for waivers of the restriction on a per-client or per-employee basis.

Turning Terms and Conditions into Contracts

Amongst our most popular documents are our standard terms and conditions for the sale of goods and the provision of services. Previously, these documents served only as standard terms of business and could not be used as binding contracts without alteration.

New “Contract Schedules” are now to be introduced across many of our terms and conditions documents. We begin this month with the addition of such schedules to our standard services and sale of goods terms.

The updated terms and conditions can, of course, still stand alone as standard terms and conditions (which are often displayed in premises or online or provided during the pre-contractual stages of a transaction); however by attaching the terms and conditions to their new contract schedules, the two together will form a binding contract in the same way as our existing Agreements without the need to “convert” the terms and conditions themselves into a contract.

And Finally…

The Business portfolio team and all of Simply-Docs wish you a very Merry Christmas and the very best for a prosperous new year!

The contents of this Newsletter are for reference purposes only and do not constitute legal advice. Independent legal advice should be sought in relation to any specific legal matter.

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