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Contract Clause Clarification
Summary
When reviewing a contract, its crucial to clarify terms related to liability, payment structures, and termination. For liability, ensure the designer is only responsible for their own negligence. Payment terms should specify if percentages apply to fixed amounts or actual costs. Termination clauses should allow for termination only with justifiable cause. Copyright clauses should protect the designers work, allowing use only with consent. Marketing permissions should require client consent. For third-party engagements, the designers liability should be limited to their own actions. Always ensure clarity and fairness in contract terms.Full Conversation
i have some clause in a contract I need help with
Hi Jill! I can certainly help you with that. Could you please share the specific clause in the contract that you need assistance with?
Depending on the selected package, in the event that the Designer is requested to act as an agent (with
the express consent of the Client) for the Client, the Designer shall not be responsible for any
malfeasance, neglect, errors or omissions, nor for any failure of any third party contractors, suppliers
and/or installers including, without limitation, any third party contractors, suppliers and/or installers
which may fail to meet scheduled completion or other deadlines, or which may fail to provide proper or
complete work product or quality and/or increases to fees for work, except for those arising out of the
negligence or wrong-doing of the Designer. Client will obtain their construction and property insurance.
Hi Jill! This clause seems to limit the Designer's liability when acting as an agent for the Client, except in cases of the Designer's negligence or wrongdoing. Are you looking to understand the implications of this clause, or do you have specific concerns regarding it?
yes examples of this ; Designer's negligence or wrongdoing
Hi Jill! Examples of a designer's negligence or wrongdoing could include:
- Failing to follow agreed-upon specifications.
- Using substandard materials.
- Missing crucial deadlines without a valid reason.
- Not supervising third-party contractors as agreed.
Do you have a specific incident in mind where you suspect negligence or wrongdoing?
- Failing to follow agreed-upon specifications.
- Using substandard materials.
- Missing crucial deadlines without a valid reason.
- Not supervising third-party contractors as agreed.
Do you have a specific incident in mind where you suspect negligence or wrongdoing?
Other Matters:
*. The services for the purchasing furniture, fixture etc are not very clear in the agreement. The
Client asks to have a separate agreement such services. Alternatively, it shall be in more details
setting out what are included and not included in such services.
*. The payment structure is not clear:
a. The cost plus: is it *% x $*,* for any amount under $*,*, or is it *% of the
actual amount under $*,*?
b. The first payment *% under the schedule: is it *% including the cost plus portion or
not?
Hi Jill! It sounds like you need more clarity in your contract regarding services and payment structures. Here are some general points:
- For services related to purchasing furniture and fixtures, it's advisable to have a separate agreement or detailed section specifying inclusions and exclusions.
- Clarify "cost plus" by specifying whether it's *% of $*,* or *% of the actual amount.
- Specify if the *% initial payment includes the cost-plus portion.
Would you like further assistance on drafting these clarifications?
- For services related to purchasing furniture and fixtures, it's advisable to have a separate agreement or detailed section specifying inclusions and exclusions.
- Clarify "cost plus" by specifying whether it's *% of $*,* or *% of the actual amount.
- Specify if the *% initial payment includes the cost-plus portion.
Would you like further assistance on drafting these clarifications?
s.* Termination
It is not fair or reasonable for the Designer to be able to terminate the Agreement with 15 day’s notice.
Designer shall not be able to terminate the Agreement without cause.
In addition, the Client shall be able to terminate the Contract if the Chief Interior Designer is changed to
another person with the express consent of the Client, and it shall be deemed a fundamental breach of
the Agreement by the Designer.
Hi Jill! It sounds like you're concerned about the termination clause in your contract. Here are some points you might consider clarifying:
- Termination without cause: Specify that the Designer can only terminate the agreement for justifiable reasons.
- Client's right to terminate: Clearly state that the Client can terminate if the Chief Interior Designer is changed without consent.
Would you like assistance in drafting this clause more precisely?
- Termination without cause: Specify that the Designer can only terminate the agreement for justifiable reasons.
- Client's right to terminate: Clearly state that the Client can terminate if the Chief Interior Designer is changed without consent.
Would you like assistance in drafting this clause more precisely?
yes
Hi Jill! Here are some suggestions for drafting the termination clause more precisely:
- Termination Without Cause: "The Designer shall not be able to terminate the Agreement without justifiable cause, which must be documented and communicated to the Client."
- Client's Right to Terminate: "The Client shall have the right to terminate the Agreement if the Chief Interior Designer is replaced without the express consent of the Client. Such a replacement shall be deemed a fundamental breach of the Agreement by the Designer."
Would you like further help with any other sections?
- Termination Without Cause: "The Designer shall not be able to terminate the Agreement without justifiable cause, which must be documented and communicated to the Client."
- Client's Right to Terminate: "The Client shall have the right to terminate the Agreement if the Chief Interior Designer is replaced without the express consent of the Client. Such a replacement shall be deemed a fundamental breach of the Agreement by the Designer."
Would you like further help with any other sections?
Other Matters: *. The services for the purchasing furniture, fixture etc are not very clear in the agreement. The Client asks to have a separate agreement such services. Alternatively, it shall be in more details setting out what are included and not included in such services. *. The payment structure is not clear: a. The cost plus: is it *% x $*,* for any amount under $*,*, or is it *% of the actual amount under $*,*? b. The first payment *% under the schedule: is it *% including the cost plus portion or not?
Hi Jill! Here are some suggestions for addressing the unclear terms:
*. Services for Purchasing Furniture and Fixtures:
- Create a separate agreement or add a detailed section specifying what's included and excluded.
*. Payment Structure:
- Cost Plus: State clearly if it’s *% of $*,* or *% of the actual amount.
- First Payment: Clarify if the *% includes the cost-plus portion.
Would you like help drafting these specific clauses?
*. Services for Purchasing Furniture and Fixtures:
- Create a separate agreement or add a detailed section specifying what's included and excluded.
*. Payment Structure:
- Cost Plus: State clearly if it’s *% of $*,* or *% of the actual amount.
- First Payment: Clarify if the *% includes the cost-plus portion.
Would you like help drafting these specific clauses?
yes
Sure, Jill! Here are some suggested clauses for better clarity:
*. Services for Purchasing Furniture and Fixtures:
- "A separate agreement will outline the services related to purchasing furniture and fixtures, specifying what is included and excluded."
*. Payment Structure:
- Cost Plus: "The cost plus fee shall be *% of $*,* or *% of the actual amount, whichever is clarified."
- First Payment: "The first payment of *% shall include/exclude the cost-plus portion, as specified in the agreement."
Would you need assistance with any other sections?
*. Services for Purchasing Furniture and Fixtures:
- "A separate agreement will outline the services related to purchasing furniture and fixtures, specifying what is included and excluded."
*. Payment Structure:
- Cost Plus: "The cost plus fee shall be *% of $*,* or *% of the actual amount, whichever is clarified."
- First Payment: "The first payment of *% shall include/exclude the cost-plus portion, as specified in the agreement."
Would you need assistance with any other sections?
Depending on the selected package, in the event that the Designer is requested to act as an agent (with the express consent of the Client) for the Client, the Designer shall not be responsible for any malfeasance, neglect, errors or omissions, nor for any failure of any third party contractors, suppliers and/or installers including, without limitation, any third party contractors, suppliers and/or installers which may fail to meet scheduled completion or other deadlines, or which may fail to provide proper or complete work product or quality and/or increases to fees for work, except for those arising out of the negligence or wrong-doing of the Designer. Client will obtain their construction and property insurance.
Hi Jill! To help clarify the clause about the Designer acting as an agent, you might consider the following:
- Liability Exclusion: "The Designer shall not be liable for any malfeasance, neglect, errors, or omissions by third-party contractors, suppliers, or installers, except for those arising from the Designer's negligence or wrongdoing."
- Insurance: "The Client is responsible for obtaining construction and property insurance."
Would you like to review any other sections in your contract?
- Liability Exclusion: "The Designer shall not be liable for any malfeasance, neglect, errors, or omissions by third-party contractors, suppliers, or installers, except for those arising from the Designer's negligence or wrongdoing."
- Insurance: "The Client is responsible for obtaining construction and property insurance."
Would you like to review any other sections in your contract?
yes
Hi Jill! It seems like you're working through some detailed contract terms. Let's focus on the specific clause you mentioned. Here's a refined suggestion:
- Liability Exclusion: "The Designer shall not be liable for any malfeasance, neglect, errors, or omissions by third-party contractors, suppliers, or installers, except for those arising from the Designer's negligence or wrongdoing."
- Insurance: "The Client is responsible for obtaining construction and property insurance."
Is there another section or specific wording you'd like help with?
- Liability Exclusion: "The Designer shall not be liable for any malfeasance, neglect, errors, or omissions by third-party contractors, suppliers, or installers, except for those arising from the Designer's negligence or wrongdoing."
- Insurance: "The Client is responsible for obtaining construction and property insurance."
Is there another section or specific wording you'd like help with?
After the project is completed, without in any way limiting the generality of the foregoing, copyright for
the design, specifications and drawings prepared by the Designer pursuant to this Agreement solely
belongs to the Designer. Before the design and project is completed, Designs, drawing presentations
and renderings as instruments of the Services (collectively the Drawings”) will remain the property of
the Designer. The Drawings are not to be used by the Client for any purpose (except for the Project),
including on any other projects or extensions to the Services except with advance prior written consent
of the Designer, which consent may be arbitrarily withheld by the Designer.
Hi Jill! Here’s a refined suggestion for the clause regarding copyright and usage of designs:
- Copyright Ownership: "After the project is completed, the copyright for the design, specifications, and drawings prepared by the Designer pursuant to this Agreement solely belongs to the Designer."
- During the Project: "Before the project is completed, all designs, drawing presentations, and renderings (collectively the 'Drawings') remain the property of the Designer."
- Usage Restriction: "The Drawings are not to be used by the Client for any purpose other than the Project without the advance written consent of the Designer, which may be arbitrarily withheld."
Would you like to address any more sections?
- Copyright Ownership: "After the project is completed, the copyright for the design, specifications, and drawings prepared by the Designer pursuant to this Agreement solely belongs to the Designer."
- During the Project: "Before the project is completed, all designs, drawing presentations, and renderings (collectively the 'Drawings') remain the property of the Designer."
- Usage Restriction: "The Drawings are not to be used by the Client for any purpose other than the Project without the advance written consent of the Designer, which may be arbitrarily withheld."
Would you like to address any more sections?
yes with permission for the designer grated yet in a elite marketing and published manner
Hi Jill! For permitting the Designer to use the project for marketing, you could add a clause like this:
- Marketing and Publication Permission: "The Designer may use photos, videos, or other materials of the Project for marketing, advertisement, or promotional purposes, provided the Client grants express written consent. This consent shall not be unreasonably withheld."
Would you like to refine any other section?
- Marketing and Publication Permission: "The Designer may use photos, videos, or other materials of the Project for marketing, advertisement, or promotional purposes, provided the Client grants express written consent. This consent shall not be unreasonably withheld."
Would you like to refine any other section?
it needs to give permission
Hi Jill! Here’s a refined suggestion that grants permission for marketing:
- Marketing and Publication Permission: "The Designer is permitted to use photos, videos, or other materials of the Project for marketing, advertisement, or promotional purposes, upon obtaining express written consent from the Client."
Would you like to address any more sections?
- Marketing and Publication Permission: "The Designer is permitted to use photos, videos, or other materials of the Project for marketing, advertisement, or promotional purposes, upon obtaining express written consent from the Client."
Would you like to address any more sections?
without conset
Hi Jill! It sounds like you want to ensure that the Designer can't use the project's materials for marketing without your consent. Here's a revised suggestion:
- Marketing and Publication Permission: "The Designer is not permitted to use photos, videos, or other materials of the Project for marketing, advertisement, or promotional purposes without the express written consent of the Client."
Would you like help refining any other sections of your contract?
- Marketing and Publication Permission: "The Designer is not permitted to use photos, videos, or other materials of the Project for marketing, advertisement, or promotional purposes without the express written consent of the Client."
Would you like help refining any other sections of your contract?
S.*.*
Suggested wording:
Notwithstanding any other term, condition or warranty contained in this Agreement, the Client
acknowledges and agrees that in the event that either the Designer or the Client engage the services of
any other contractor, supplier or consultant on behalf of and for the benefit of the Client, that the
Designer shall not in any way be liable to the Client or any such third party, either in contract or in tort,
for the acts, omissions or errors of such contractor, supplier or consultant, except for those arising out
of the negligence or wrong-doing of the Designer, whether retained by the Designer or the Client prior
to the engagement of any third parties.
Hi Jill! Here's a refined suggestion for S.*.*:
- Limitation of Liability for Third Parties: "Notwithstanding any other term, condition, or warranty in this Agreement, the Client acknowledges that if either the Designer or the Client engages any contractor, supplier, or consultant for the Client's benefit, the Designer shall not be liable to the Client or any third party for the acts, omissions, or errors of such contractor, supplier, or consultant, except for those arising from the Designer's negligence or wrongdoing, regardless of who retained them."
Would you like to refine any other sections?
- Limitation of Liability for Third Parties: "Notwithstanding any other term, condition, or warranty in this Agreement, the Client acknowledges that if either the Designer or the Client engages any contractor, supplier, or consultant for the Client's benefit, the Designer shall not be liable to the Client or any third party for the acts, omissions, or errors of such contractor, supplier, or consultant, except for those arising from the Designer's negligence or wrongdoing, regardless of who retained them."
Would you like to refine any other sections?
yes
Hi Jill! Let’s continue refining your contract. Which section would you like to focus on next?
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