KEN KIRSCHENBAUM, ESQ ALARM - SECURITY INDUSTRY LEGAL EMAIL NEWSLETTER / THE ALARM EXCHANGE You can read all of our articles on our website. Having trouble getting our emails? Change your spam controls and whitelist ken@kirschenbaumesq.com ********************** Careful what contract terms you agree to January 1, 2024 ************************* Careful what contract terms you agree to ************************* It’s a new year, a good time to think about stepping up your business practices, specifically getting the legal advice you need. Well that’s not what this article is really about but think about it anyway. Many of you are signing contracts presented by others, typically customer contracts, often styled Vendor Agreements; sometimes just a form that a customer requires all its vendors and contractors to sign; no negotiations. I know you want the work and won’t pass on the job, so you sign the contract, and that’s what this article is about. Unlike your consumer customers [the least sophisticated consumers] who are protected by statutes prohibiting many provisions in a contract from being enforced, you will most likely be held to the contract you sign. The provision would need to be truly unconscionable for a court to excuse you from the contract. Here are two provisions that are not unconscionable and found in many contracts that you sign. Signing contracts with these provisions can only be justified in your mind by thinking the provision will never be invoked by the customer or deluding yourself into thinking a court won’t permit enforcement. Termination of Convenience: What’s the point of a 3, 5 or 10 year term agreement, or a lucrative sale and installation contract, when the customer reserves the right to cancel for convenience? In many cases a long term contract with RMR is the only way you’re going to make a profit on the transaction. Termination for convenience means just that, termination for any reason at all with no penalty. Usually the provisions requires you to get paid what is earned up to date of termination. A recent law suit in New York by Thorn-Graph v New York Racing Association accused the defendant of bad faith dealing, beach of implied covenant of good faith dealing when it terminated. The court rejected the cause of action relying on the termination of convenience provision. Another provision too often overlooked is a jurisdictional and venue provision. I did a contract review recently that had Delaware designated for law suits. Parties were located no-where near Delaware, making a law suit almost impossibly expensive to prosecute. Why Delaware? Because that’s what some corporate transactional lawyer wrote into the contract and no one is allowed to question it. You are deemed a sophisticated business person and last I noticed, entering into an alarm/security/fire alarm contract is rarely if ever the product of collusion, undue influence or duress. You’re going to be stuck with what you agree to, and rightly so. The Concierge Program encourages you to get legal advice before signing a contract. Take advantage of it and if not a member, join, today. Besides having a calendar year to take advantage of the Concierge Program you can get a discount off the contracts you’ll be ordering during the 2024 Contract Sale that started today and runs through January 10, 2024. ********************** STANDARD FORM AGREEMENTS: To order up to date Standard Form Alarm / Security / Fire and related Agreements click here: www.alarmcontracts.com *************************** CONCIERGE LAWYER SERVICE PROGRAM FOR THE ALARM INDUSTRY - You can check out the program and sign up here: https://www.kirschenbaumesq.com/page/concierge or contact our Program Coordinator Stacy Spector, Esq at 516 747 6700 x 304. *********************** WEBINARS:https://www.kirschenbaumesq.com/page/alarm-webinars *********************** ALARM ARTICLES: You can always read our Articles on our website at www.kirschenbaumesq.com/page/alarm-articles updated daily ************************* THE ALARM EXCHANGE - the alarm industries leading classified and business exchange - updated daily. https://www.kirschenbaumesq.com/page/alarm-exchange ************************* Wondering how much your alarm company is worth? Click here: https://www.kirschenbaumesq.com/page/what-is-my-alarm-company-worth ****************************** Getting on our email list / Articles archived: Many of you are forwarding these emails to friends or asking that others be added to the list. Sign up for our daily newsletter here: Sign Up. ************************** Ken Kirschenbaum,Esq Kirschenbaum & Kirschenbaum PC Attorneys at Law 200 Garden City Plaza Garden City, NY 11530 516 747 6700 x 301 ken@kirschenbaumesq.com www.KirschenbaumEsq.com
