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Contract Drafting & Review in Florida: A Practical, Miami-Dade–Focused Guide for Business Owners

Why Contract Quality Determines Profit (Not Just “Legal Safety”)

• Cash flow: Strong payment terms, late fees/interest, and clear invoice packages mean you get paid faster—and you have leverage if you don’t.
• Scope control: Precise deliverables and change-order rules prevent “scope creep” from eating margins.
• Risk allocation: Balanced limitation of liability, indemnity, and insurance provisions keep a small problem from becoming a business crisis.
• Fewer disputes, faster resolutions: Notice requirements, cure periods, and Miami-Dade venue clauses stop disagreements from spiraling.
• Bankability: Lenders, insurers, and enterprise clients prefer tight paper; good contracts unlock opportunities.

The Florida Contract Checklist (Start Here)

• Parties and authority: Exact legal names, entity types, and signers with real authority (no nicknames or trade names).
• Scope and specifications: What’s included, what’s excluded, and the standards used to judge performance (drawings, specs, checklists, SLAs).
• Price and payment mechanics: Deposits, milestones, retainage (if any), net terms, late fees/interest, and attorney’s fees for the prevailing party.
• Change orders: No extra work without written approval; unit prices or markups; schedule extensions built into the change.
• Term, renewal, and termination: Initial term, auto-renew rules, convenience termination (with fees if appropriate), and default termination after notice/cure.
• Warranties and remedies: What you promise (and what you don’t), how claims are made, and your right to repair or replace.
• Limitation of liability: A reasonable cap (e.g., fees paid over 6–12 months) and exclusion of consequential damages; carve-out for willful misconduct.
• Indemnity and insurance: Florida-compliant indemnity; additional insured endorsements, primary/non-contributory status, and waiver of subrogation where appropriate.
• Confidentiality and IP: Who owns deliverables; license rights; NDA terms; return/deletion of data at the end.
• Compliance and permits: Licenses, permits, and who obtains/pays for them; compliance with applicable law and building/health rules where relevant.
• Dispute ladder: Internal escalation → mediation in Miami-Dade → arbitration/litigation; Florida law and Miami-Dade venue.
• E-signature and notices: Accept DocuSign/Adobe; email notices to named addresses; business days/time zones.
• Assignment and subcontracting: When each side may assign, and the conditions for using subcontractors or delegates.
• Force majeure: Hurricanes, floods, supply chain shocks—Florida realities—paired with mitigation and notice obligations.

Common Contract Types We Draft and Review (and What to Watch)

Master Service Agreement (MSA) + Statement of Work (SOW)

Sales Terms / Purchase Orders

Vendor/Subcontractor Agreements

NDAs & Confidentiality Agreements

Employment, Independent Contractor & Restrictive Covenants

Leases & Real Estate Documents

Partnership/Operating & Shareholder Agreements

How We Review a Contract (Fast, Business-First)

• Objectives call (15–30 minutes): What you’re trying to achieve, your leverage, and your red lines.
• Issue spotting: We read for dollars, deadlines, and danger—payment, scope, remedies, risk transfer.
• Redline & summary: Practical edits with a one-page briefing: what changed, why it matters, and fallback positions if the other side pushes back.
• Negotiation support: We jump on the call or handle the paper directly—your choice—aiming for momentum, not stalemate.
• Signature package: Final clean copy, signature blocks, insurance certificate requests, and a checklist of post-signing obligations.

Clauses That Move Dollars (Tighten These)

• Payment terms: Deposits tied to mobilization/materials; milestone billing; late fees and interest; right to suspend for nonpayment after notice.
• Acceptance & re-work: Objective pass/fail tests, re-work windows, and limits on credits or refunds.
• Price adjustments: CPI-linked increases on renewals; material cost surcharges with proof; clear process for scope growth.
• Setoff & chargebacks: Narrow the other side’s right to withhold; require documentation and deadlines.
• Data & privacy: Minimal data collection, reasonable security, prompt incident notice, and allocation of risk that matches your insurance.
• Assignment: Freedom to assign to affiliates or in a sale of the business; consent not unreasonably withheld.

Miami-Dade Reality Checks

• Hurricanes & inspections: Include force-majeure language and realistic inspection/permitting timelines in construction-adjacent deals and leases.
• Insurance markets: Wind/flood requirements can drive minimum limits and endorsements—coordinate with your broker before you sign.
• Bilingual operations: Many teams and customers are Spanish-speaking; bilingual contracts can help, but keep English controlling for enforcement.

Signs Your Contract Needs a Lawyer’s Touch—Now

• The other side sent a long form with heavy indemnities or unlimited liability.
• Payment terms are vague (or missing late fees/interest and attorney’s fees).
• Scope is described in marketing language, not measurable tasks.
• Your IP or confidential information is central to the deal.
• It’s a multi-year or auto-renewing agreement that could trap you.
• There’s a personal guaranty you’re not sure about.

Our 5-Day Contract Sprint (Typical)

• Day 1: Intake call; receive documents; confirm goals.
• Day 2: Redline and summary memo (business impacts first).
• Day 3: Strategy call; approve negotiation positions.
• Day 4: Negotiation with counterparty; update redlines.
• Day 5: Finalize; coordinate signatures, COIs, and a obligations checklist.

Five Costly Mistakes to Avoid

• Signing “as is.” Boilerplate usually favors the drafter. Ask for edits; you’ll get them more often than you think.
• No change-order process. Scope creep is real—price and time adjustments must be automatic, not a fight.
• Unlimited liability. Cap it. Always.
• Loose confidentiality/IP. If you create it, you should own it (with proper license back if needed).
• Missing venue/choice of law. Keep disputes in Miami-Dade under Florida law.

What You’ll Get Working With Us

• A clean, branded template suite: MSA/SOW, NDAs, vendor terms, employment/contractor agreements, credit application + guaranty, and more—tailored to your industry.
• Contract playbook: fallbacks for indemnity, liability caps, payment terms, and insurance that your team can use without waiting on a lawyer for every deal.
• Faster closes: practical redlines that move deals forward and protect your margin.
• Compliance alignment: BOI filings, insurance endorsements, and license checks so the contract matches reality.

Let’s Talk