Un contrato mal redactado puede costarte más que el valor del servicio mismo. Estos son los errores más frecuentes que vemos en contratos de servicios entre empresas y cómo evitarlos.
Mistake 1: Failing to Define the Scope of Service Precisely
The most frequent and costly mistake. When the contract describes the service in generic terms ('strategic consulting', 'technology services'), the client and provider will inevitably have different expectations. The scope must define what is included, what is excluded, how many revisions are contemplated, what deliverables are produced, and in what format.
Mistake 2: Weak or Missing Confidentiality Clause
If the provider will have access to sensitive client information (databases, strategy, formulas, customer data), the contract must include a confidentiality clause specifying: what information is confidential, how long the obligation applies (even after the contract ends), what exceptions exist, and what the penalty for breach is.
Mistake 3: Failing to Address Intellectual Property
Who owns the deliverables created by the provider? If the contract is silent, Mexican law may assign intellectual property to the creator (the provider), not the client who paid for it. This is especially relevant in design, software, consulting, and content contracts.
Mistake 4: Vague Dispute Resolution Clause
When a dispute arises, contracts without a clear resolution clause lead to lengthy and costly litigation. We recommend including: mediation as a first step, a maximum period for resolution without litigation, applicable jurisdiction (which courts are competent), and whether private arbitration applies for larger disputes.
How to Review a Contract Before Signing
Before signing any service contract, verify that it includes: clearly identified parties with their RFC (tax ID), a precise subject matter, price and payment terms, term and duration, grounds for early termination, liability provisions, and a confidentiality clause. If any of these elements is missing, negotiate its inclusion before signing.