More often than not, there are several documents which collectively govern business relationships. Before signing a Master Agreement (or any other contract for that matter), it is important to review it carefully (among other things) for language which incorporates and binds you to the terms of other documents which are incorporated by reference. As an example, “Purchaser agrees it will comply with the most current version of the Terms of Use and Privacy Policy made available on Seller’s Site.” By signing off on language such as this, you are agreeing to “the most current version of the Terms of Use and Privacy Policy made available on Seller’s Site,” even though you may not even know what those terms contain. After years of drafting and distributing master agreements for clients, we have refined best practice guidelines to best protect your business interests.
Strategy
- Ensure the version you agreed to at the time of signing does not change during the course of your agreement without your express written consent.
- Indicate the order of precedence between the agreements being signed. For example, “The documents will control as follows (unless otherwise expressly agreed to in the applicable Purchase Order): (i) Purchase Order; (ii) Subscription Agreement; any other agreement which has been agreed upon in writing.”
- Read agreements word for word and understand the terms contained therein BEFORE signing.
- If the agreement references another document (Privacy Policy, NDA, Purchase Order, Terms of Use, etc.), read and understand that document as well.
- Negotiate language you are not comfortable with.
- Do not agree to “the most current version” of any document. Instead, attach the exact version you are agreeing to as an Exhibit to the master agreement.
VPS provides full-service contract lifecycle management services. Our senior team of contract specialists can review your contracts to mitigate risks while improving efficiency and making it easier to manage all of your contracts.
Disclaimer: This article provides general information and materials related to contract management. This article does not provide legal advice. VPS is not a law firm, nor does it provide legal advice. You should contact an attorney to obtain advice with respect to any particular legal issues or questions.