Protect Yourself When Someone Says Take It or Leave It
Thomas W. Hartmann
The Hartmann Law Firm LLC
TheHartmannLawFirm.com; [email protected]; 908 769 6888
Take It or Leave It. Sometimes you are presented with a contract, and the other party says: “Take it or leave it. No changes.” This can happen with employment agreements, non-disclosure agreements, non-compete agreements, management service agreements, franchise agreements and various third party contracting and service agreements, among others.
Protect Yourself. What do you do? Read the contract and do not automatically assume you are just stuck. Sometimes, “take it or leave it” contracts have provisions in them that make absolutely no sense. They may have typographical errors or include sentences that are missing words -- because people have not reviewed them. You can use this to try to get other changes inserted, as you have shown yourself to be reasonable. The other side may even think better of you because you are so careful.
Know What You Are Signing. But even if the other side still refuses to make changes, you should review the document very carefully. You want to know what you are signing.
For example, are you signing a non-compete agreement that will lock you out of the business for years if you decide to leave the new company? Think about that before you sign it and do not assume all will be well. Consider what this could mean a few years from now. Employers are enforcing these non-compete agreements in New Jersey and litigation regarding non-compete agreements is on the rise since the economy has improved.
Things to Watch. Some contracts require you to get specific levels of insurance. Some say that any disputes will be handled in a distant state and that you consent. Some say you will pay the other side's legal fees in the event of a dispute. At least be aware of what you are agreeing to do.
Invest in a Lawyer. You may think that since this is a “take or leave it” document, you do not want to invest time or money in a careful review. That is not a good business decision. You should carefully consider investing the time and money to spend a couple of hours with an attorney to review every word and discuss the meaning. Then, you may be able to better understand what you are signing, how hard you want to push for changes, and whether you want to sign the contract and work with this party at all. Once you sign, it is too late to have regrets.
The Hartmann Law Firm LLC can assist in these matters to insure your business and your assets are protected. Beyond this, we can help guide businesses through issues ahead of litigation or aggressively advocate in litigation and business disputes should the need arise.