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We care about the overall trajectory of your business, not just the legal issues we are called on to solve. We will work closely with you to understand your business and your goals, and customize our services to help you achieve those goals. By delivering creative and proactive solutions and making complicated legal issues easy to understand, we ensure that you have the information and tools you need to be as effective as you can be.
Please contact our firm to discuss your business legal needs. We look forward to helping you build a strong, profitable enterprise.
Recent Blog Posts
In the world of business contracts, small enterprises often find themselves negotiating with larger corporations that have more resources, leverage, and legal sophistication. It can feel intimidating, but small business owners can still protect their interests and build fair agreements through informed negotiation. This article explores practical strategies for leveling the playing field when you are not the biggest voice at the table. UNDERSTANDING YOUR LEVERAGE Every business has leverage, even small ones. It might come from specialized expertise, fast turnaround times, or local market insight. Before negotiations, identify what makes your business valuable. A 2024 survey by the National Federation of Independent Business found that small companies that highlighted unique service quality or niche skills achieved better contract outcomes in over 60% of cases. Recognizing and communicating your value allows you to negotiate from a position of confidence, even when the other party seems dominant. KNOWING WHICH TERMS MATTER MOST Not every contract term deserves equal focus. The most impactful provisions often involve payment timing, termination rights, indemnification, and dispute resolution. Larger companies sometimes include one-sided clauses in these sections that shift risk to smaller partners. The U.S. Chamber of Commerce recommends that small businesses prioritize “red flag” areas like indemnity and liability caps, as they determine who bears losses in the event of a problem. Negotiating even small changes, such as shortening payment terms from 90 days to 30, can make a major difference in cash flow and operational stability. USING PLAIN LANGUAGE AND ASKING QUESTIONS Legal jargon can hide risks. If a term is not clear, ask for clarification or propose simplified language. Many large organizations will agree to plain-English edits if they do not alter the clause’s substance. The American Bar Association’s Contract Standards Committee notes that unclear language is one of the top three causes of contract disputes for small businesses. Understanding every line you sign is not a sign of inexperience, it is a sign of good judgment. SEEKING PROFESSIONAL HELP STRATEGICALLY Hiring a lawyer does not mean derailing the deal. A brief contract review by an attorney familiar with small business law can identify high-risk provisions and propose fixes before signing. According to the Small Business Administration’s 2024 Legal Readiness Report, businesses that used legal review before finalizing major contracts were 40% less likely to experience disputes later. Even limited legal input can provide crucial protection at a manageable cost. CONCLUSION Negotiating with larger partners does not have to be an uneven fight. By recognizing your leverage, focusing on key terms, simplifying complex language, and seeking timely legal guidance, small businesses can build fairer, more sustainable agreements. Preparation and clarity turn negotiation into collaboration rather than confrontation. The SJS Law Firm, PLLC is committed to empowering small business owners with the legal tools to negotiate confidently and protect their growth. To learn more or schedule a consultation, contact us at (202) 505-5309. Source Notes: National Federation of Independent Business, Small Business Negotiation Practices Survey (2024); U.S. Chamber of Commerce, Contracting Risks for Small Enterprises (2023); American Bar Association, Contract Standards Committee Report (2024); U.S. Small Business Administration, Legal Readiness Report (2024).
When entering contracts, small business owners often focus on the deal’s terms, payment, scope of work, and deadlines, while overlooking how the relationship can end. Yet, a clearly written termination clause is one of the most valuable tools a business can have. It provides a roadmap for how and when a contract can be ended, minimizing confusion and costly disputes. This article highlights the key features and benefits of strong termination provisions for small business owners. THE VALUE OF A WELL-DRAFTED TERMINATION CLAUSE A well-crafted termination clause sets expectations from the start. It outlines the conditions under which either party can exit the contract, such as nonpayment, breach, or prolonged nonperformance, thereby reducing uncertainty if problems arise. According to a 2024 report by the American Bar Association’s Business Law Section, contract disputes involving ambiguous termination language were nearly 30% more likely to result in litigation. Clear exit procedures, including defined notice periods and cure windows, allow parties to correct issues before escalation. For example, giving a vendor ten days to fix late deliveries before termination encourages resolution rather than immediate contract breakdown. AVOIDING ONE-SIDED TERMINATION RIGHTS Small businesses should be wary of “termination for convenience” clauses that grant only one party the right to end the contract at any time. While these provisions may seem flexible, they can expose small vendors or contractors to sudden loss of income. To balance risk, small businesses can negotiate reciprocal termination rights or require a notice period that gives them time to adjust operations. Most small businesses benefit from requiring at least 30 days notice to protect against abrupt termination and associated costs. MANAGING TERMINATION COSTS AND PENALTIES Another key consideration is whether the contract imposes termination fees, penalties, or obligations to refund deposits. For service providers, this can be a major financial risk. The Federal Trade Commission has noted that many disputes stem from unclear refund or fee provisions when services are canceled mid-term. To prevent disputes, contracts should specify how costs will be allocated, such as allowing retention of payment for work completed to date. A well-defined clause reduces post-termination arguments over what each side owes. DRAFTING FOR DIFFERENT RELATIONSHIPS Termination provisions should reflect the nature of the relationship. In long-term service contracts, flexibility may be important, while in project-based agreements, finality and deliverable-based triggers may be better suited. Some businesses include “termination for cause” (e.g., nonperformance or breach) and “termination for convenience” (mutual or limited) options to balance certainty with adaptability. Including a mediation or notice step before final termination can also preserve business relationships by encouraging good-faith communication first. CONCLUSION Termination clauses protect both parties by outlining a predictable and fair exit process. For small businesses, they help avoid unexpected losses and strengthen contractual stability. The best clauses are transparent, balanced, and tailored to the specific transaction. Taking the time to review termination terms, before signing, can save a business significant expense and frustration later. The SJS Law Firm, PLLC can help your small business draft, review, and negotiate termination provisions that protect their interests. For a consultation, contact us at (202) 505-5309. TERMINATION CLAUSE CHECKLIST FOR SMALL BUSINESS OWNERS When reviewing or drafting a termination clause, make sure it includes: Grounds for Termination: Clearly define when either party may terminate (e.g., breach, nonpayment, prolonged nonperformance). Notice Requirement: Specify how much notice must be given before termination (typically 10–30 days). Cure Period: Allow time for the other party to fix issues before termination takes effect. Termination for Convenience: If included, make it mutual or require reasonable notice to prevent unfair surprises. Payment Obligations: Clarify whether fees, deposits, or partial payments will be refunded or retained. Post-Termination Responsibilities: Outline what happens to outstanding work, materials, or confidential information. Dispute Resolution Step: Consider including a mediation or notice requirement before final termination. Source Notes: American Bar Association, 2024 Business Law Section Report on Contract Litigation ; Contract Termination Guidelines (2023) ; Federal Trade Commission, Common Contract Dispute Patterns in Service Industries (2024) .
Government contracts can represent tremendous opportunities for small businesses, steady revenue, prestige, and potential growth. But bidding on government work isn’t like doing business in the private sector. The rules are stricter, expectations are higher, and missteps can cost you the bid or even lead to legal trouble. Before you put pen to paper (or cursor to form), here are key legal considerations every small business needs to address. Register With the Proper Authorities & Get Your Identifiers in Place You can’t bid unless you’re properly registered. For federal contracts, that often means registering on SAM.gov (System for Award Management). There you’ll obtain your Unique Entity Identifier (UEI) , a 12-character alphanumeric code that uniquely identifies your entity. Without this, your bid may be disqualified up front. Determine your NAICS codes (North American Industry Classification System). These tell agencies what you do and how big your business can be (in terms of revenue or employees) for it to count as small. These registrations and codes are foundational. Understand Small Business Certifications & Set Aside Programs Because of programs run by the SBA (Small Business Administration), many government contracts are set aside exclusively for small businesses. There are also special programs like 8(a) (for socioeconomically disadvantaged businesses), HUBZone (businesses in historically under utilized zones), Women-Owned Small Business (WOSB), and service disabled veteran business status. If you qualify, getting certified under one or more programs can give you a competitive edge. Know What Types of Contracts You’ll Encounter Government contracts aren’t completely universal. Some of the common types include: Fixed Price Contracts : You agree to a price ahead of time, and regardless of actual costs, you deliver for that price. Cost Reimbursement Contracts : You can be reimbursed for allowable costs and then typically add a fee or profit. These carry much more risk but also more potential benefit. Indefinite Delivery / Indefinite Quantity (IDIQ), Time & Materials (T&M) , and others, each have unique risk/benefit profiles. Understanding which your business is best suited for (or is asked to bid on) matters for pricing, compliance, and accounting. Comply with Federal Acquisition Rules & Relevant Regulations The FAR (Federal Acquisition Regulation) system is what governs the federal contract bidding process. It contains rules on everything from how you must represent your business size, how you must treat subcontracting, to labor laws, small business programs, and more. Violating FAR regulations, even unintentionally, can lead to disqualification or worse. Also, stay current with procurement regulations and labor laws for the jurisdictions where the contract will be performed. If you do work in Washington D.C., Maryland, or Virginia (for example), you’ll need to cross check state and local procurement rules. Build a Strong Bid or Proposal Your technical proposal, pricing, deliverables, and compliance with RFP (Request for Proposal) instructions each matter heavily. A winning bid usually includes: A clean, well organized statement of qualifications References or past performance documentation showing you can deliver Realistic pricing that accounts for compliance costs, labor, insurance, and required overheads Proof that you meet all required certifications, registrations, and bonding or insurance mandates Skipping any required document or misunderstanding the RFP instructions is one of the fastest ways to have your bid rejected. In addition, small businesses should be ready to demonstrate financial responsibility, which often includes providing proof of how they handle payroll and vendor payments. Simple tools like business checks can help keep transactions professional, traceable, and aligned with the government’s preference for clear financial records. Stay Prepared After You Win Winning the contract is only half the battle. After the contract is won, there are legal obligations: performance standards, audit rights, submitting invoices properly, following security or data protection mandates, and ensuring any subcontractors follow required rules too. Contract non performance or regulatory non compliance can risk losing the contract or facing penalties. Government contracting can be a game changer for small businesses, but only if you come in prepared. Register properly, understand which programs and certifications apply to you, know the types of contracts, make sure your proposal is thorough and compliant, and be ready to meet all ongoing obligations if you win. When you approach the process with the right legal groundwork, the 101 stage becomes your solid foundation for success. Written by the staff writing team at HappyWriters.co
