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Document Review: Have Your Contract Reviewed For Specific Terms

A client of mine in in the City and County of San Francisco California called in to my office because he had just landed a new independent contractor gig in a nationally recognized technology company in the Bay area. As part of the new position he was tasked with the job of creating manuals for several internal operations and procedures. As with all other employment arrangements, following the grueling multi-step interview process he was issued an independent contractor agreement. Familiar with independent contractor agreements and arrangement requirements, he asked me to decipher the document full of legalese into plain English.

Upon his initial review of the document, he wasn’t bothered by the terms described within the 10-page agreement. The terms were short and reflected the general understanding the two parties made over the phone. However, this client wanted clarity concerning certain provisions that appeared to limit his rights upon entering the agreement. Following my same-day review of the document, we had a lengthy conference call to discuss the details of the contract.

First, wage and payment arrangements needed clarity. For example, a certain compensation amount was identified, but what are the reporting requirements? When was pay delivered and via what method? Was a time limit required? When are payments deemed late and what happens then? And so on. These are all questions that should be answered within the contract or described within some separate written policy.

Then we moved on just about 2/3 of the way into the agreement. This is where terms start getting interesting in a contract review. Terms included  the following:

  • a strict non-competition policy
  • a loyalty provision
  • a non-solicitation requirement
  • a media communications restriction
  • a moonlighting restriction
  • representation and warranties
  • limitations of liability
  • governing law
  • mediation and alternative dispute resolution
  • severability clause
  • a unique confidentiality clause
  • and the terms continued on.

While some of these are rather normal, some of the terms were too restrictive and 1 of them was arguably unlawful.

In all, my client was happy to have his independent contractor agreement reviewed BEFORE signing it allowing him the opportunity to negotiate certain terms. After a few days of some back-and-forth between the two parties and a bit more legal counseling through the process, he was able to settle the terms he was comfortable with and completed the agreement with information so as to remove ambiguities in other areas.

With a completed agreement at the end, the client was off and running with his job. Having his contract reviewed saved him future headaches by seeking clarity with plenty of areas in his contract. Do the same for yourself if there are provisions of the agreement that you do not understand. Do the same even if you do understand the terms and greatly value the transaction. Attorneys are trained to review documents with a critical eye and recommend negotiations when needed.