Contract Preparation and Review Techniques

As a company owner or manager in various parts of commercial life, frequently encountered contracts are signed with names such as contracts, contracts, agreements. Agreement; It is a legal transaction in which the parties decide to produce results for a certain purpose.

There is always a creditor and a debtor in a contract, and the parties incur obligations to each other. The subject of the contract; It binds both parties for the duration of the contract and in accordance with the terms of the contract. A signed contract is among the strongest evidence in legal disputes. In this article, we will touch on the points that should be considered when preparing and signing a contract due to its importance.

What Are the Questions to Use for Contract Analysis?

• What Are the Questions to Use for Contract Analysis?
• Who are the parties to the contract?
• What are the main obligations that the parties undertake mutually?
• Which legal provisions will apply to the contract?
• Is the contract subject to any legal form?
• What is the order of performance of debts?
• Where is the place of performance of the debts?
• Is there a penal clause (penalty clause) in the contract? If yes, in what case will it be due?
• Is there an agreement on default interest? Is that valid?
• Who pays taxes and other costs?
• Is there an authorization agreement? Is that valid?
• Is there a non-liability agreement? Is that valid?
• Is there a confidentiality agreement?
• Is there a proof agreement? Is that valid?
• Is there an assignment ban agreement?
• How is the termination regime formulated?
• Are there any breaches of the debt determined as a just cause for termination? What?
• Was the general transaction condition used when establishing the contract?
• Contract TCC art. 1530/2 et al. If so, does the content of the contract comply with the rules in this article?
• Is there a provision regarding the non-competition in the contract? Is that valid?

First of all, if a contract is prepared by answering the questions listed above step by step, or a ready contract is evaluated accordingly and its deficiencies are corrected, the reliability of the contract will increase.

In addition to those who will prepare and sign contracts, the recommendations are;

Usually, a company owner or manager who does not sign a contract very often may miss some important points in the contracts.

• Investigate the signing authority of the other party when signing the contract. Compare the trade registry gazette and the signature circular.
• Include the signature circular and the Trade Registry Gazette in the annex to the contract.
• Do not forget that companies must also use a stamp with the signature.
• Making contracts in front of a notary public provides ease of proof, but it is not an obligatory matter. (Some contracts, such as a vehicle purchase and sale contract, are made only by notaries, they cannot be concluded between the parties.)
• In contracts, copies should be prepared by the number of parties and one copy should be left by each party. There should be no differences between these copies.
• Each page of the contracts must be individually signed and sealed by the parties.
• The Commercial Titles and names of the parties must be written in accordance with the original in the registry gazette or the Identity Card.
• The obligations of the parties should be written in a clear and understandable way, and there should be no room for interpretation and doubt.
• The figures written in the contract should also be written in writing.
• In order to be more understandable, the contract should consist of various titles such as those listed above.
• Although not a requirement, it would be appropriate to have a guarantor or collateral in every contract.
• If contracts prepared in a foreign language are to be signed, it will be appropriate for them to be translated by translators who are knowledgeable about the content of the contract and to sign these translations after they are examined. A common mistake at this point is that a translation made by an ordinary foreign language speaker is considered sufficient.
• However, how successful the mechanical engineer who translates a loan agreement will be; likewise an economist who translates the contents of a machinery purchase contract will be just as successful. What we mean is that such foreign texts are translated by experts in the subject.
• The wet signed copy remaining after the signing of the contract should be kept securely.
• One or more photocopies of the same copy should be made and photocopies should be used when necessary. Scribbling or processing should not be done on the original copy.
• After the parties have agreed, it is possible to write any matter that is not contrary to the law in the contract. For this reason, you can put all your requests into the contract regardless of the other party’s qualifications that it is not possible or necessary to write it in the contract.
• If there are foreign currency transactions in monetary amounts, the exchange rate to be taken as a basis should be determined if the payment is not made in foreign currency.

Please have a legal advisor review it for legal audit before signing a contract. Remember that this is always a beneficial behavior in the long run.