You don't need a lawyer. But it is not exactly

    Many non-lawyers at the sight of the next contract pages 20-30 appears a certain look of helplessness. No wonder, for many years people have been learning to understand all this, and then also practice it. Therefore, contracts are often signed without reading, just looking at the terms of payment. Perhaps blow over.

    But this problem is man-made. I will give an analogy. If you need to quickly make a corporate site, then take Wordpress and download any of the topics. What do you need Bitrix, or even more so your own engine? Or, for example, the same topic needs to be corrected, you have a wishlist. But, not enough knowledge. This job will make the most freelancers from the lowest price range. Why do you need specials for $ 50 an hour?

    The moral of these analogies: a big contract is a specific tool for specific tasks. In 95% of cases, it is not needed at all by anyone. To understand how to work with a contract without a lawyer, you need to understand why it happens that almost always a contract is a big and unnecessary document.


    Why treaties are big

    The system of Russian law is structured in such a way that the vast majority of relations are regulated by norms. If you have a contract for one (!) Page, where only the item, price and terms are indicated, then everything is fine. Everything is working. Open the head of the civil code of the Russian Federation (GC) about the contract. There are 28 articles. The volume is much larger than your one-page agreement. But, most interestingly, they all apply to your contract automatically. And not only they. But a couple of hundred other articles from other sections of the Civil Code. And even from other laws. They do not need to be included in the text of the agreement specifically. This is not an online store basket where you collect articles to your taste. It works without your participation. And most importantly, the rules are written more or less fairly. The law really protects you at every moment of your relationship with the counterparty, and you do not even know.

    Now we will make an approximate list of reasons why the contract that came to you takes up a lot of space on paper. According to the degree of prevalence from the most popular reason to the less popular:

    1. The lawyer is not well versed in the law and therefore does not fully understand what is needed in the contract, but what is just a stupid rewriting of norms from the laws. Or he remotely understands, but he doesn’t understand how it works, and inserts articles just in case. And what is it?
    2. The lawyer, in principle, understands the law, but the small contract is undignified, the management will not miss, or they will think that the lawyer does not work. Therefore, articles from the Civil Code are being haphazardly rewritten again.
    3. The lawyer is well-versed in law, but he knows that a lot of ordinary people will work a lot with the contract (especially in large companies) and leaves in the contract some kind of instructions that are obvious to a lawyer, but are completely unobvious for everyone else. He throws out the rest of the slag (for example, the section on force majeure for a couple of pages). True, the lawyers of the other side will definitely turn it all back, because: “What if something?”.
    4. This is a state order. It has its own atmosphere. Contract forms are agreed by a bunch of departments / organizations. Everything should be as detailed as possible. And after any lost litigation, a couple of pages are added to the contract. I have repeatedly met state contracts for 150 sheets of the main text only. And you can not change anything there - just insert your details.
    5. This is a very complex structured multi-stage transaction that contains many reciprocal obligations, or a complex object with multi-stage acceptance, and some of the conditions are not settled by law because of their rarity or complexity, therefore, some provisions need to be chewed, including in case of future disputes, so that the judge understands what is going on here?
    6. The contract is made in a foreign jurisdiction, so there is a safety net, because the FIG knows how it really is there, so it’s best to write down the conditions to the maximum so that there will be less conflicts later. Especially important for countries with the Anglo-Saxon system of law. Legislation is not so well developed there (a precedent system and all that), so much more so it is resolved by agreement. Other morals.


    As you understand, in most cases, when you see a big contract, there are very few chances that you will come across the last two options. And you are very lucky if this is the third option. And most often (the same 95% of cases) people are raped with text wrappers due to established traditions and low qualifications. Even if you have any specific contract terms, you almost certainly don’t need a big deal. Because correctly spell out your specifics will usually suffice a few paragraphs. For the rest - in the Civil Code!

    Помню, я читал интервью с руководителем юридического департамента российского направления BASF. Кто не знает, это гигантская транснациональная корпорация, занимающаяся всякой химией. Так вот, он рассказывал, что они сделали свою стандартную форму договора на две страницы (1 лист бумаги). Как раз потому, что нет смысла переписывать нормы законодательства. Но контрагенты отказывались подписывать её. Почему? Как-то несолидно, чего-то боялись. Тогда они накидали ещё всякой воды из ГК на пару страниц, и дело пошло. Ну, вы поняли, что думают серьёзные юристы о всяких творениях размером с фолиант.

    Now, when you understand that a big contract is not needed, and if you got it, it’s not at all scary, you can talk more specifically about how to do contract work without a lawyer.

    You want to make your contract form


    Go to the search engine, hammer in the phrase "contract builder". Find on a decent service (some even have representatives on Habré), an approximate form that suits you (for IT things, too, separately), answer the designer’s questions, fix some conditions for yourself (for example, the same contract subject and terms), and You have a 5-8 page contract written by a lawyer. There will be duplication of norms, but often they are written easier than in the law, and more are inserted for convenience. This form and slip the other side. It doesn't matter if you are a customer or a contractor. This contract was made by a lawyer, he has already been rechecked, tested and edited, according to the law , I guess . It is usually within 500 rubles.

    Does a hired lawyer contract you better? Remember about why big contracts? Are you sure that you will get a good lawyer? Statistics thing is unrelenting. Yes, and to assess the qualifications of a specialist, you need to be a specialist yourself. A good specialists, you know, looking for a dating. So do not make it, it is an ideal option for risks and expenses. Remember that the law behind your back protects you regardless of your knowledge and ignorance. Do business and do not worry about minor things.

    Не надо искать халявы и качать первый попавшийся бесплатный договор из сети. Ему чёрт знает сколько лет и хрен знает, кто его вообще писал. Законы, к примеру, тоже меняются. И в договорной работе тоже есть своя legacy часть, которую нужно либо заставлять работать в новых условиях, либо просто переписывать с нуля. А то он, может, и будет работать, но до первого серьёзного спора в суде. Кроме того, современное законодательство содержит много полезных обновлений, которые делают ведение дел более комфортным и безопасным. В старых договорах про это ничего нет.

    You have been sent a contract for many, many pages.


    The best option is to send back your form prepared according to the recipe above, with the words that you have sharpened fish for your specific activity, which is less than a few times and which is easier for everyone to agree on. Very often rolls, because the form is really small!

    If not, then start reading. But first, no contract. It is better to open the same chapter on the contract (if you have a row) in order to find out in general what is written in the laws, and that the contract is not so terrible - they have done trash there again. You will understand approximately how the legislator sees your situation.

    And then forward to the contractual verbiage. And most importantly, do not miss anything! You can not even imagine how many times in the contracts that I checked, vile filthyunscrupulous lawyers tried to shove some kind of hardcore into the section where attention is dulled. In the same force majeure or other conditions. And then you will find that in addition to the contract for the site, they also signed a guarantee at the same time. Or given a guarantee of 10 years. And just because they missed the boring items.

    If you do not like something, edit. Only in edit mode (respect others). And right honestly, write to the comment to the right of the text (in the Word in the "Review" tab the "Create Note" button), what exactly is your concern. This is a normal job. Good lawyers always write in front of each of their unobvious edits, why it was made. And then the other side does not understand why and why. And so, this is just a discussion. Perhaps the edit will be accepted. Perhaps you will be explained why it is their option that is important to them. If you do not understand something, ask questions in the comments and ask for clarification. If you are afraid that write is not quite correctly, then do not worry. The other side will correct in case of agreement in principle with the edit.

    The main things the main attention

    Regardless of which contract and who sent it, there are very few critical moments that need to be deducted and made so that there is no dispute. It:

    • wording of the subject of the contract;
    • payment order;
    • procedure for transferring works / services;
    • your responsibility after.


    Subject of the contract

    The best way is to make a separate technical task. Your hand will not rise to write just two lines, as it would be in the body of the contract, so you have to think about it. Terms of reference need the most detailed, because with the incorrectness of determining exactly what work should be performed or services provide a lot of controversy. Promote the site? What metrics should show that you have achieved the objectives of the contract? Make software? What exactly should it be able to do? Find jambs on the server? What are they expressed and how do they manifest themselves?
    Otherwise, if you are a customer, you will get an incomprehensible thing, and you will be guilty. Then run the money to pay extra, so that now they certainly did it right. And if you are a contractor, then you will have to wash your brains for several months with threats that you have not done anything and urgently redo it, otherwise we will sue you.

    You are a customer, but you do not understand anything about it? Ask the contractor to issue a technical assignment. This is normal and can be carried out as a separate service under the same contract. He will articulate professionally, you will like it, sign it and will work.

    Money money money

    It should be clear how much money, for what, when and in what order they are paid. Try to pay less dependent on the actions of the other side. With conditional obligations without a lawyer will be difficult. Therefore, write “advance payment - 40% within 5 days from the date of signing the contract”, and not “within 5 days from the date of approval by the customer of the technical task”. Maybe he will approve it for half a year. Or even change his mind. Although, if you are on the side of the customer, then just letting the fog is useful.

    Give up

    Clear and understandable precautionary terms. That is, missed - lost. Passed work - time went. 5 days for acceptance. Stitched? So the work is considered accepted. Posted failure? Re-take in the same manner. Works are necessarily transferred with the act against signature or sent by mail! You must have documentary evidence that the ball is on the customer’s side, and acceptance has gone. The same goes for failure.

    Write down that an unmotivated refusal without reference to a discrepancy to a specific technical project item with a description of why it does not correspond exactly is not considered as a refusal. And then you can have fun for quite a long time, otpinyvaya work simply because they ate the budget, and have not brought new money yet.

    You will answer for everything

    Maybe I’m a little taken aback, but even if there are no penalties and guarantees in the contract, it is still there, just in a different form. You remember that the law protects? For delay in payment will still be responsible, just less. And they will force the redoing of the work, just unlike the contractual guarantee, the customer will have to prove the presence of your jambs (in the case of a guarantee, on the contrary, the contractor must prove that he is not at fault). Since it is all the same provided for, for convenience, you can specify the specifics.

    For example, introduce a penalty for late payment or performance of work. No need to enter wild numbers, almost certainly a lawyer on the other hand will reduce it to 0.05% of the contract price / amount of delay for each day. This approximately corresponds to the size of the double discount rate of the Central Bank of the Russian Federation. True, I was collecting and in very horse size. But this is exactly the case when the counterparty did not have a lawyer. However, this is a matter of legal proceedings, not contractual work.

    Under the guarantees, it is necessary to determine, first of all, not the time limit, but the procedure for filing claims and the time frame for eliminating the deficiencies. Late with the deadlines - in the span, the warranty is not valid. Did not provide a description of the problem with concrete evidence? So the order is not met. Past This is important as well as in the case of acceptance of work. Because a warranty claim means that work is essentially resumed. And here it is necessary to prevent the possibility of arbitrary interpretations.

    Question and answer rubric


    And what's so bad about a big deal? More is written - less will break

    There are two problems. Number of times. Careful reading of large documents is a skill that needs to be developed. I approached colleagues from related departments many times, asking whether they saw such a draconian clause in the contract for which they are responsible? Very often I see round eyes in response. But they also read the contract. But in reality, it is difficult not to miss the thread of the story after the twentieth page, and even remember that it used to be on the tenth page, without becoming entangled in internal linking from point to point. So stuff there any obscene, and you will not notice.

    Number two. Even stupid duplication of norms can play a cruel joke. Because at first glance it seems that they just rewrote the article. But another word, not a comma there, rearranged the phrase and everything, the emphasis shifted, the condition of the contract was filled with another meaning. Only a lawyer will notice. Do you need it? Just remove the maximum text from the contract and you will be happy.

    And what is really on one page you can contract?

    Yes really. It is only necessary that the essential conditions are indicated. If you do not specify them, then the contract will be considered as not concluded. In most cases, it is sufficient to specify the subject of the contract. But only a normal subject, and not “make a website, we don’t know which one”. All the rest, if there is no specifics in the law, will be regulated according to two principles: “reasonableness” and “market”. In some cases, the law expands the list of essential conditions. For example, a contract requires mandatory timing of work. In general, the “subject, time, price” formula covers the requirements for most contracts.

    I still insist that as much as possible was in order not to be deceived

    First, you will not beat a lawyer's sharper in his field. A good lawyer will always find a place for creativity. Even working with another lawyer. For example, it happens to me that I simply delete half a page of the contract, because there are articles from the Civil Code and I am too lazy to read them. A lawyer on the other side asks them to leave, because this is very important! And I am like this: “Ok, then give us this here.” And everyone is happy. The lawyer left articles from the Civil Code, and I lowered the penalty or the procedure for transferring the work in our favor corrected.

    Secondly, if you have a perfect contract licked, but you want to throw, then you throw. Maybe not out of malice. It’s just not a lot of finances and you need time to pull. This is also a part of legal work. Sometimes they just let the team down so as not to pay as long as possible. Well, what will the treaty help you with? Yes, the court, but the money you get in the end in a year. And now you need, your budget for them was calculated. And a few months after the beginning of the trial, I am issuing you a proposal to conclude an amicable settlement. Like, we begin to pay immediately, even without approval in the world court, but you give us installments and refuse the penalty. And, bang, we have a legal installment for a year without any responsibility. But the contract was perfect! You do not think it is not because Russia.


    Business activities are risks. Your task is to do what makes you profit, minimizing the likelihood of potential problems. You will never get rid of them, otherwise it will not be entrepreneurship. A lawyer can simply hedge, and the article is only a reason to think that there are main things and there are secondary ones. I do not know of cases when someone became rich, because he has a very good contract. Yes, and it’s difficult to splurge right, it usually happens from work jambs. Remember that the law protects you, try to follow my advice and you can free your head from worries that do not affect your income.

    PS I will be grateful for the response, and if you are interested in the continuation of the topic of cutting the truth-womb improve legal literacy, please help to understand what you will be interested to learn by participating in the survey.

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