Contract Preparation and Review Techniques

In various parts of commercial life, as a company owner or manager, contracts, agreements, contracts, and agreements are frequently encountered. A contract is a legal transaction in which the parties agree to produce results for a certain purpose.

There is always a creditor and a debtor in a contract, and the parties assume obligations towards each other. The subject to which the contract imposes an obligation binds both parties for the duration of the contract and in accordance with the terms and conditions included in the contract. A signed contract is among the strongest evidence in legal disputes. In this article, we will touch on the points to be considered when preparing and signing a contract due to its importance.

What are the Questions to be Used for Contract Analysis?

Who are the parties to the contract?
What are the basic obligations that the parties mutually assume?
Which legal provisions will be applied to the contract?
Is the contract subject to any form by law?
What is the order of performance of the obligations?
Where is the place of performance of the obligations?
Is there a penalty clause in the contract? If so, in what case does it become due?
Is there an agreement regarding default interest? Is it valid?
Who owns the tax and other expenses?
Is there an authorization agreement? Is it valid?
Is there an exemption agreement? Is it valid?
Is there a confidentiality agreement?
Is there an evidence agreement? Is it valid?
Is there an assignment prohibition agreement?
How is the termination regime formulated?
Are there any violations of the debt determined as a just cause for termination? What are they?
Was the general transaction condition used when the contract was established?
If the contract is within the scope of TCC Article 1530/2 et seq., does the content of the contract comply with the rules in this article?
Is there a provision regarding non-competition in the contract? Is it valid?

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

Additional recommendations for those who will prepare and sign a contract are as follows;

A company owner or manager who does not sign contracts very often may miss some important points in contracts.
When signing a contract, investigate the signing authority of the other party. Compare the Trade Registry Gazette and the signature circular.
Include the signature circular and the Trade Registry Gazette in the annex of the contract.
Remember that companies must use a stamp along with their signatures.
Although it provides ease of proof to make contracts in front of a notary, it is not mandatory. (Some contracts, such as vehicle purchase and sale contracts, are only made by notaries; the parties cannot make them between themselves.)
Copies of contracts should be prepared as many times as the number of parties and one copy should remain with each party. There should be no difference between these copies.
Each page of the contract should be signed and sealed separately by the parties.
The Trade Names and names of the parties should 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 manner, leaving no room for interpretation or 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 headings 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 would be appropriate for their translations to be made by translators who are knowledgeable about the content of the contract and for these translations to be signed after reviewing them. A common mistake at this point is to consider a translation made by an ordinary foreign language speaker sufficient. However, just as a mechanical engineer translating a loan contract will be successful; an economist translating the content of a machine purchase contract will be just as successful. What we mean is that such foreign texts are translated by experts in the field.
The wet signed copy that remains after the contract is signed should be kept safely. One or more photocopies of the same copy should be made and photocopies should be used when necessary, and no scribbling or manipulation should be done on the original copy.
After the parties agree, it is possible to write down any matter that is not against the law in the contract. Therefore, you can include all your requests in the contract without paying attention to the other party’s qualifications that it is not possible or necessary to write it in the contract.
If there are transactions in foreign currency for monetary amounts, the exchange rate to be used in case the payment is not made in foreign currency should be determined.

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