An Operating Agreement governs internal management and ownership rights of a limited liability company. This playbook highlights voting procedures, capital contributions, and dissolution mechanics.
Why This Matters: Unclear payment terms can delay cash flows, harm working capital, and trigger disputes over fees.
Negotiation strategy
If you're the Company:
Ensure payment terms are clear and linked to deliverables. Negotiate favorable currency terms to minimize conversion costs.
If you're the Members:
Propose a payment schedule that aligns with project phases. Include a price adjustment mechanism to account for cost fluctuations.
Essential elements
1
Payment Milestones
Align payments with project phases.
2
Currency of Payment
Specify currency and conversion costs.
3
Price Adjustment Mechanism
Conditions for price changes.
Action framework
ACCEPT
Propose edits if payment terms are vague or misaligned with project phases.
EDIT
Reject if terms impose undue financial risk or lack clarity.
ADD
Add clauses for currency and price adjustments if absent.
PRO TIP
Always ensure payment terms are linked to specific deliverables to avoid disputes.
Example clauses
FAVORABLE
Preferred Payment Milestones
"The parties agree to establish payment milestones that align with the completion of specific project phases. Each milestone payment shall be due within thirty (30) days following the satisfactory completion and acceptance of the corresponding project phase by the Client. The specific milestones and associated payments are detailed in Schedule A attached hereto."
NEUTRAL
Standard Payment Terms
"Payments shall be made in accordance with the agreed schedule, subject to standard terms and conditions."
UNFAVORABLE
Ambiguous Payment Schedule
"Payments will be made as per mutual agreement without a defined schedule."
Fallbacks
High-Risk Projects
In high-risk projects, ensure payment terms include contingencies for delays and cost overruns.
International Transactions
For international deals, address currency fluctuations and potential regulatory impacts on payments.
Long-Term Contracts
In long-term contracts, include periodic reviews of payment terms to adjust for economic changes.
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WEEK 1
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Our CX team works with you to understand your contracting challenges, prioritize key workflows, and identify the biggest impact areas. We build a tailored implementation plan that fits your needs.
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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