Insights

Which clauses in a commercial contract matter most?

The clauses that matter most are the ones that allocate risk when performance fails: liability, indemnities, termination, renewal, governing law and dispute resolution. Price, scope and timelines get most of the attention during negotiation because they are what the deal is about. The risk clauses only come into play when something goes wrong, which is exactly when they decide the outcome. They also tend to be drafted by whichever side supplied the first draft, so a business that always signs the other party's paper is often accepting risk positions it never chose. Knowing what each clause does makes it easier to decide which ones are worth negotiating.

Does my company need to register to do business in another state?

Usually, if the company will be transacting business there in a regular, ongoing way. Most states require corporations and LLCs formed elsewhere to register as foreign entities before transacting business, and Illinois does so under the Business Corporation Act and the Limited Liability Company Act.