A Letter of Intent expresses preliminary terms for a potential transaction, outlining intent before formal contracts. This playbook clarifies binding vs. non-binding provisions and confidentiality obligations.
Why This Matters: Unclear payment terms can disrupt cash flow, strain relationships, and lead to collection disputes.
Negotiation strategy
If you're the Buyer:
Ensure that payment terms align with the company's cash flow needs. Negotiate for favorable payment milestones and clear invoicing requirements to avoid delays.
If you're the Seller:
Advocate for a payment schedule that supports project cash flow. Ensure late payment remedies are enforceable and protect against non-payment risks.
Essential elements
1
Payment Schedule
Defines timing and method of payments.
2
Invoicing Requirements
Specifies invoice format and details.
3
Late Payment Remedies
Outlines penalties for overdue payments.
Action framework
ACCEPT
Propose edits if payment terms do not align with business cash flow or if invoicing requirements are unclear.
EDIT
Reject if late payment remedies are unenforceable or violate local laws.
ADD
Add clauses if payment terms are missing or unclear to prevent disputes.
PRO TIP
Always verify that payment terms comply with local laws and align with business objectives.
Example clauses
FAVORABLE
Clear Payment Milestones
"The parties agree to the following payment milestones: (i) 30% of the total contract price shall be payable upon execution of this Agreement; (ii) 40% of the total contract price shall be payable upon completion of 50% of the project deliverables; and (iii) the remaining 30% shall be payable upon final acceptance of the project deliverables by the Client."
NEUTRAL
Standard Invoicing Format
"All invoices must be submitted in a format that includes the following details: (i) invoice number; (ii) date of issuance; (iii) detailed description of the services rendered or goods supplied; (iv) the total amount due; (v) payment terms; and (vi) any applicable taxes. Invoices must be sent to the Client's designated billing address or email as specified in this Agreement."
UNFAVORABLE
High Late Payment Interest
"In the event of late payment, the Client shall be liable to pay interest on the overdue amount at the rate of 1.5% per month, calculated from the due date until the date of actual payment. Additionally, the Supplier reserves the right to suspend further deliveries or services until all outstanding payments are received."
Fallbacks
High-Risk Projects
In high-risk projects, ensure payment terms include upfront payments or escrow arrangements to mitigate financial exposure.
International Transactions
For international transactions, consider currency fluctuations and include clauses for currency conversion and payment methods.
Long-Term Contracts
In long-term contracts, include periodic reviews of payment terms to adjust for inflation or changes in project scope.
FEATURED SOLUTIONS
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WEEK 1
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WEEK 2
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WEEK 3
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Your team builds initial playbooks, reviews existing clause libraries, and trains the DocJuris agent to align with your internal standards and negotiation positions.
WEEK 4
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