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Restrictive covenants and non-competition clauses prevent people from doing things they are entitled to do.

Depending on how they’re written into a contract, they apply:

• during the contract, and
• for a limited time only after the contractual relationship ends.

And non-compete clauses are usually difficult to enforce.

Two different people could have exactly the same contract – word for word. The restrictive covenants could be enforceable against one person, but not the other. The restrictions may be justifiable against one of them, but not against the other.

If you can identify the type of clause and what it is looking to prevent, you’ve got a better idea of:

• the type of competition which is prevented, and
• how enforceable the non-competition clauses might be.

With so many different sorts of contracts out there, you can expect to be doing contract reviews on a whole host of different agreements.

Partnership agreements, contracts with independent contractors, suppliers, software contracts and intellectual property: all sort of business contracts and legal documents.

All contracts will have some effect on your business. Some big, some small.

If you haven’t read it or don’t understand it, you’re exposing your business to unknown risks.

What do you look for in a contract?

They’re types or classes of clauses which are commonly found in contracts.

They may look the same if you’re unfamiliar with them.

Slight differences in wording can make all the difference in their legal effect.

They’re usually inserted at the end of a contract.

But they can appear anywhere in a contract.

Anywhere.

The term “separate legal entity” is a fundamental concept in law that underlies business law and legal liability.

Not getting it right means that you could:

1. sign contracts which make you personally liable on the contract, when you don’t intend to
2. sign a contract with a non-existent legal entity, and make the contract unenforceable
3. sign a contract with the wrong company within a group of companies
4. sign a contract as the company, when you intend to sign as a shareholder.

And it’s all avoidable.

Here’s how.

Everyone’s nervous the first time few times they represent themselves in court.

Preparation goes an awful long way to a better court appearance.

It takes a lot of work to have a good day in court.

Here a few tips to tell you what to expect, and what to do prepare yourself for your day in court.

Sometimes, what’s not in a contract is more important than what is.

You read a contract. Reading only the express terms, you might not get the full story.

There may be implied terms.

Terms implied into contracts can change what you’re reading. They can re-balance one-sided business agreements. They can address behaviour that frustrates performance of the contract.

In fact, implied terms can put you – or your contracting partner – in serious breach of contract.