Control over a company's potential liabilities is never greater than during the contract negotiation process. Exercising that control is an important strategy for minimizing financial losses and damage to your reputation as an environmental consultant.

After all, without the benefit of a solid contract, business disputes are sent to the courts to be handled, tying up company time, manpower and financial resources. No one really wants a bunch of lawyers and a judge deciding what you should have done and what you can do.

Is there such a thing as an ideal contract? Probably not. There are, however, definite opportunities to develop a solid contract to effectively protect your business interests. The following 12 "commandments" offer some guidance in contract negotiations.

1. Never begin services until you have a complete and executed agreement. Even the simplest assignments can result in disputes among clients. When you put done in writing what you will be doing, you minimize the potential for misunderstandings.
2. Define your scope of services: Most of an environmental consultant's lawsuits involve clients. The motive for the suits are often a client's shattered expectations. Right upfront, every attempt needs to be made to minimize ambiguity. Make things as clear as possible. Also, the contract should contain the services or activities that you will not do.
3. Make certain that your contract is internally consistent. Consistency is one of the keys to successful risk management. You want to make sure you and all staff stay within the established contract. Don't step out of it.
4. Do not become the insurer or guarantor of the success of the project. Keep away from making unnecessary promises. Don't guarantee anything! The liability attached to such promises made, then broken, can be large.
5. Foresee the Foreseeable. That means identify those areas of the contract that traditionally have been a source of liability for design professionals and address them in the negotiations and in the contract.
6. Make certain that your subconsultants live by the same rules you do. Consultant activities pose risks to you, too. Assuring that they live up to your standards and are properly insured will minimize your risks.
7. Allocate and control liability. Limitation of liability clauses are common and enforceable in many states. They are also an effective tool in attempting to limit exposure to your client.
8. Control the cost of dispute resolution. Should a contract dispute arise, it's wise and cost-effective to have an established alternative -- such as the use of mediation or arbitration -- to resolve the conflict quickly.
9. Don't give away the protection of your professional liability insurance. For one thing, don't promise the world. Don't make promises that are undeliverable. In your contract, beware of superlatives and phrases such as "highest standard practice." This kind of language only increases your exposure.
10. Make certain that you can recover for additional services. Performing additional service is nice for your clients. If the contract doesn't state how you are paid for these services, however, you have the potential to lose money.
11. Don't give away the little bit that the law has given you. Under the law, you have certain rights. Don't sign away those rights.
12. Don't lose during performance what you gained during negotiation. It's easier to avoid a lawsuit than it is to win one. Act consistently within the confines of your duties and obligations established by the contract. Don't assume or do more work than your contract sets forth. Most of all, act professionally.