By Rushda Niyas and Deenah Mahroof
Contracts are crucial for businesses of all sizes.
They serve as a fundamental tool for establishing new relationships, expanding existing ones, and facilitating successful deals.
Contracts go beyond just formalizing agreements. They serve various purposes and can provide significant value to a startup when managed effectively.
In this article, we will explore 10 essential reasons why contracts are vital for startups and why founders need to ensure that they enter into contracts for the various transactions from day 1.
By understanding the significance of contracts and maximizing their potential, startups can ensure that they operate smoothly, minimize risks, and maximize opportunities for success.
What is a contract?
A contract is a legally binding agreement between two or more parties that outlines their rights, obligations, and responsibilities.
Contracts provide clarity and certainty in the often complex world of commerce. From buying goods to hiring services, contracts establish the rules and expectations that govern these interactions.
Understanding the fundamentals of what constitutes a contract is essential for businesses, as it ensures that everyone involved is aware of their rights and obligations.
What are the main elements of a contract?
You know what a contract is, but what exactly makes a contract legally binding and enforceable?
These are the mandatory elements required for a contract to be enforceable.
- Identification of the parties– The contract should precisely define all parties to the contract. If a party to the contract is a person, then his name, details of an identification document and personal address should be included. If it’s a company, the name, its registered office address and business registration should be mentioned.
- Offer and acceptance– for a contract to take place, an offer and an acceptance of that offer has to take place, this should be reflected in the language of the contract.
- Consideration – This refers to the exchange of something valuable between the parties to the contract. It can be money, goods, services, or even a promise to perform or refrain from performing certain actions.
- Legal Intention -For a contract to be legally binding, the parties must demonstrate an intention to be bound by the terms. It ensures that the agreement is not merely a casual or social arrangement. The parties should express their intention to enter into a legally enforceable contract.
- Capacity – To form a contract, the parties involved must have the legal capacity to do so. This means they must be of legal age and be mentally competent. This is why it is important to check identification to ensure parties are of legal age before signing a contract.
- Awareness and consent- Consent is a crucial element in a contract. It means that each party freely and willingly agrees to the terms. The parties’ signatures are required as proof that both parties clearly understand and agree to the contract.
- Legality– A contract must have a lawful purpose and cannot involve illegal activities. Contracts are also subject to the laws of the jurisdiction they operate in.
What are some common types of Contracts frequently used in businesses?
These are some of the most commonly used contracts by businesses.
Service Contracts: These contracts are used when a business provides services to clients.For instance, a marketing agency may enter into a service contract with a company to handle their advertising campaigns.
Sales Contracts: Sales contracts are utilized when goods or products are sold.
Vendor or Supplier Contracts: These contracts define the terms of engagement with your vendors or suppliers, including pricing, delivery schedules, quality standards, warranties, and other relevant provisions necessary for the procurement of goods or services.An example is a purchase agreement between a manufacturer and a retailer, outlining the terms of the sale, such as quantity, price, and delivery schedule.
Employment Contracts: These contracts define the terms and conditions of employment for individuals working within a company. They specify details like compensation, work hours, benefits, and other provisions that govern the employer-employee relationship.
In the workplace today, companies engage not just employees, but people on contract basis, on consultancy basis, or even work on a complete freelancing model. It is crucial to understand the legal rights assigned to each type of service and enter into the right contract to ensure your business is legally protected.
Terms of Service and Privacy Policy: These agreements govern the use of a business’s website, mobile applications, or online platforms, outlining the terms and conditions of use, privacy practices, data collection, and user rights. For example, it is crucial for e-commerce businesses to have clearly defined terms and conditions that apply to any transactions and these should also be in line with the applicable consumer laws of the country it operates in.
Co-Founders and Shareholders Agreements: a co-founder agreement, is a contract between the founders of a startup that defines their roles, responsibilities, and ownership stakes in the company. A shareholder agreement is a contract among the shareholders of a company outlining their rights, responsibilities, and obligations in respect to the company.
Non-Disclosure Agreements (NDAs): NDAs protect confidential information and trade secrets shared between parties. A startup should ensure all NDAs are in place before discussing its proprietary technology with potential investors or partners.
Partnership or Joint Venture Agreements: Partnership or joint venture agreements are utilized when two or more individuals or entities come together to form a partnership or a special purpose vehicle for a new business. These contracts outline the rights, responsibilities, profit-sharing arrangements, and decision-making processes among the partners.
Licensing Agreements: Licensing agreements grant permission to another party to use intellectual property, such as patents, trademarks, or copyrights. For instance, a software company may enter into a licensing agreement to allow another business to use its software for a fee.
Lease Agreements: These contracts establish the terms and conditions for renting or leasing property. For example, a startup may sign a lease agreement with a landlord to rent office space for a specified period.
Investor Agreements: These contracts come into play when the startup seeks external investment. They define the terms, conditions, and rights associated with the investment, such as equity ownership, board representation, anti-dilution provisions, and exit strategies.
10 Essential Reasons why Contracts are Vital for Startup Success
Legal Protection
Contracts offer legal protection by clearly defining the enforceable rights, responsibilities, and obligations of all parties involved in a business transaction. This protection ensures that your interests are safeguarded, and you have recourse in case of any disputes.
Clarity and Certainty
Contracts bring clarity and certainty to your business relationships. By outlining expectations, terms, and conditions in writing, contracts minimize misunderstandings and provide a clear framework for how your business transactions should be conducted.
Contracts outline the scope of work and deliverables expected from each party. This clarity helps manage expectations, ensures alignment, and enables efficient project management, resulting in successful outcomes.
Risk Mitigation
Startups face inherent risks, and contracts help in managing and mitigating those risks. By addressing liability, warranties, indemnification, and dispute resolution, contracts provide a structured approach to risk management, protecting your business from potential pitfalls.
Financial Security
Contracts establish financial security by specifying payment terms, invoicing schedules, and late payment penalties. This ensures that you receive timely payments for your products or services.
Positive cash flow is essential for the day-to-day operations and survival of a startup. It allows the business to cover its operating expenses. Therefore, inadequate cash flow will be an inhibitor and jeopardize a startup’s ability to deliver products or services and meet its financial obligations.
Having contracts with clearly defined financial obligations is one fundamental way to ensure that your cash flow is not affected.
Intellectual Property Protection
Protecting your intellectual property is vital for startups, and contracts play a crucial role in this area. Confidentiality agreements, intellectual property assignment clauses, and non-disclosure agreements included in contracts can safeguard your valuable ideas, inventions, and proprietary information.
Business Relationships
Contracts are instrumental in building and maintaining positive business relationships. By clearly defining the expectations and obligations of all parties, contracts establish trust, reliability, and accountability, leading to stronger partnerships with clients, suppliers, investors, and other stakeholders.
Scalability and Growth
As a startup grows, contracts become even more important. They provide a scalable framework for your business practices, ensuring consistency, standardization, and efficiency. With well-drafted contracts in place, you can confidently pursue growth opportunities and expand your operations.
Legal Compliance and Confidentiality
Contracts help startups navigate legal requirements and regulatory obligations specific to their industry or jurisdiction. By including necessary provisions and clauses, you can ensure compliance and mitigate legal risks that may arise in your business transactions.
Contracts can also ensure that any confidential and sensitive information of the business is protected. By incorporating confidentiality clauses in contracts, businesses can safeguard their trade secrets, proprietary knowledge, customer data, and other confidential information from unauthorized access, use, or disclosure. This not only protects the competitive advantage of a business but also instills trust among parties, enabling them to share sensitive information with confidence, knowing that it will be treated as confidential and handled responsibly.
In the Sri Lankan context, where a private company deals with a public entity, a well-drafted confidentiality clause may ensure that your confidential information is exempted from being disclosed under the Right to Information Act.
Dispute Resolution
Business disputes are inevitable, but contracts provide mechanisms for resolving them efficiently. By including a structured and tiered dispute resolution procedure, such as good faith negotiation, mediation, or arbitration clauses, contracts help you address conflicts in a structured manner, minimizing disruptions to your business relationships.
Professionalism and Credibility
Contracts demonstrate professionalism and credibility to clients, investors, and partners. Well-drafted contracts signify that you value clear agreements and reliable business practices, enhancing your reputation and attracting valuable opportunities for your startup.
By recognizing the essential role contracts play in business success, companies can navigate transactions with confidence, seize opportunities for growth, and safeguard their interests in an ever-changing business landscape.
