March 11, 2019

How to use legal templates and manage your risk

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How to use a legal template and manage your risk

Updated: 27 January 2021

Can you use a legal template and manage risk?

Yes, and I'll explain how.

Templates - whether once prepared for you by a lawyer or your recent template download from a reputable source, can be helpful when you are in a bind. 

So here's what you need to know to manage risk and get the most out of your templates. 

In a hurry? Jump ahead. 

Online template purchases

Some online templates are available as free downloads and others are paid. 

Either way, make sure that the template is prepared by a lawyer. 

And, if you can’t find this out, I don’t recommend using the template. 

Schedules (a table at the front or back of your contract)

Templates that are built with schedules, i.e. a table at either the front or back of your contract are the best.

Why ?

Because they usually mean you don't have to mess around with the body of your contract and make your contract re-usable. 

All you need to do is fill in the blanks. The items that might change from one use to another. For example, if you are quoting one client $1,500 and another client $3,300,  you can update this in the schedule. 

Below is an example of a schedule for a client agreement. This one was at the front of the client's contract to make life easier.

Schedule Example - Client Agreement

What if I don't have a schedule in my contract

Not every contract will have a schedule.

This is because some contracts simply aren't built this way or are intentionally drafted for one time use.

For example, if you have a very unique vendor finance arrangement and you don't anticipate offering the same terms again, the lawyer may draft the key terms and % rates in the body of the contract and not add a schedule.

It's ok if the lawyer drafts this way, however, it means these contracts create legal risk for you to update on your own. 

If you have a contract that has all the key terms $ and % in the body of the contract and not in a schedule, I recommend getting a lawyer's help if you want to re-use the contract. 

It's very easy to think that its only the  $ and % you need to update and miss the fact that other clauses may also need to be adjusted. This can be a costly mistake. 

To avoid any surprises, a lawyer may either revise the contract for your next use or rebuild it if you want to repurpose it  or the lawyer may start from scratch if this is deemed more cost effective.

A good lawyer will explain the reasoning to you for why they plan to revise or scrap your schedule-less contract and start fresh. 

Deed or agreement?

Your template might be a deed or an agreement. 

You’ll need to know when to use a template deed or template agreement.

And you can read about that here.  

But in a nut shell, you’ll use an agreement if money is changing hands and you need the flexibility of e-signatures.

And, you’ll use a deed if money is not changing hands e.g. prospective business partner. 

Other times, you may use a deed because you want a longer time frame to enforce it (between 12 to 15 years in Australia). 

You'll need to use the right one (agreement or deed) so it's enforceable.

So, be sure to get advice if you're in doubt about which one to use. 

Signature blocks

You’ll need to know which signature block to use because they're different for sole traders, companies and trustees. Don't worry, I've got the example blocks for you in the links below. 

For now, this is what you need to know: 

Agreements and deeds are signed differently.

And, without taking you through all the detail  from our article here, you can e-sign an agreement, but you can’t e-sign a deed.

Also, these words need to be written above a deed signature block: ‘signed sealed and delivered’ and while you don’t need these words in NSW, its best practice to use them in case you use your deed interstate.

If all this sounds confusing, don't worry, these popular reads below are going to get you on track for how to sign agreements and deeds correctly in Australia:  

Deeds - how to sign a deed correctly; and 

Agreements - how to sign an agreement correctly

Previous templates

You can use previous templates if you need to, just know which sections you need to update and you're good to go.

Future contract preparation

A good lawyer can help you setup some of your agreements as reusable templates.

And, I say some because some agreements cover very unique circumstances which are unlikely to repeat so a schedule is not necessary. 

Also, where a schedule is a appropriate, a good lawyer add one and structure your contract so you never need to adjust the body of your contract. 

Don't touch the body of your contracts!

Above, we talked about schedules being an area of your contracts you can adjust, because they're usually set up that way. 

But, you should avoid adjusting the body of your contracts.

Why?

In short, you're more likely to mess things up.

And I'm not just talking about the clause you're adjusting, but other clauses that reference the clause that you've messed up! 

So, assuming you have correctly only adjusted the schedule, the signature block is the only other area you should be adjusting. 

Signature blocks

A selection of signature blocks at the end of your contract can help you greatly when your contract recipient can either be a sole trader, company director or trustee. 

And, if you have a template that does not have these, I have good news for you - you can get them below: 

Deedshow to sign a deed correctly; and 

Agreements how to sign an agreement correctly

Contract review service

Your lawyer may be able to review your contracts before you re-use them and this might be more cost effective than a re-draft.

Here's how we treat review & revision requests at Michael Law Group:

If we're looking at a contract or document that was prepared by a lawyer, then we'll likely offer a review service.

If looking at something that was a freebie download - we'll likely not offer a review service but a re-draft service.

Why?

Because IF the quality is so poor that so many clauses need to be restructured, it's likely to be more cost effective and efficient to scrap and restart.

Also, legislative changes may be another reason to scrap and re-draft, we'll cover that issue next.

Legislative changes

Contracts and legal documents may need to change if there’s been a change in the law.

A classic example is the GDPR impact on your privacy policy.

If your'e collecting details from EU residents your privacy policy needs an update - a tangent but an important reminder! 

Leave your comments and questions below.   

I wish you every success in your ventures! 





About the author 

Vivian Michael

As founder and lawyer at Michael Law Group, CPA and owner of a business consultancy, Vivian is well-positioned to advise Australia's top entrepreneurs. Entrepreneurs benefit from Vivian's commercially focussed legal advice, business experience, and commitment to deliver the best quality business legal services to entrepreneurs.

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