Essential terms
Under article 364 of the Civil Code, a contract counts as concluded when the parties agree all essential terms. The subject is always an essential term: what is supplied, what service is given, in what volume, and of what quality. The general wording "provision of services" will not protect you in a dispute.
Clauses that need special attention
- Payment: the term, the method, the advance, and the penalty for delay.
- Term: the term of performance and the procedure to extend it.
- Liability: the amount of the penalty (neustoyka) and how it is calculated. The agreement on the penalty must be made in written form.
- Dispute resolution: which court, and which law.
- Force majeure: which circumstances count, and how to notify. In business activity, a breach of duties by counterparties, the absence of goods on the market, and the absence of money with the debtor do not count as force majeure (article 333).
Before you sign
Check the authority of the person who signs: for a director, the charter; for another person, a power of attorney. Under article 132 of the Civil Code, a transaction made without authority creates rights and duties for the represented person only if that person later approves it. This is why it is hard to recover money under a contract signed without authority.