Today I am holding a workshop on contract writing for the Youth Employment Services. I would like to share a few tips/ frequently asked questions with the readers.

Q: I changed my mind; can I change parts of the contract after it’s signed?

A: Generally, contracts are not written in stone; parties can always change their mind by cancelling the old contract and make a new one. However, this new contract is subject to the common law rules, hence it requires consideration. A mutual agreement to change one of the clauses is not legally enforceable.

However, this problem may be addressed by inserting a modification clause when drafting the old contract, that the contract in question may be modified with the parties’ written consent. It is important to have this clause inserted when the old contract is written. If it is inserted after the fact, e.g., when you chage your mind, the insertion will be seen as part of the new contract, and requires further consideration.

Q: I am performing value-adding services on intellectual properties (e.g. editing, web design), what are the issues I should look out for?

A: For value-added services on existing intellectual properties, you should watch out for the following things:

• Are trademarks and copyright-protected material that you are working on under proper license or ownership?

If you are not sure, you should insist that the other party, your client, undertakes and warrants that the materials in question are in compliance of the intellectual property laws.

• Is there any restriction on the use confidential information?

Often the contents of a manuscript are strictly confidential, and a non-disclosure agreement is inserted into the contract. If such the NDA clause is in the contract, you have to be careful not to disclose any information to a thrid party. For example, whe J.K. Rowling was writing the last book of the Harry Potter series, she was under a NDA and was prohibited from leaking the ending even to her own children.