Business Contracts: Common Clauses That Could Cost You (and How to Fix Them)

Eugene Strupinsky • February 27, 2026

Clear and comprehensive business contracts are essential for successful operations, yet many companies in New York find themselves facing avoidable risks due to ambiguous or unfavorable clauses. Without vigilant legal review, these pitfalls can affect businesses across Brooklyn and beyond, potentially exposing owners to unnecessary liability, expensive litigation, or disrupted operations. Understanding the most problematic provisions, especially indemnity, termination, non-compete, and confidentiality, is critical to safeguarding your organization's interests.

Indemnity Clauses: Transferring the Real Risk

Indemnity clauses are designed to allocate risk, commonly requiring one party to compensate the other for certain losses or damages. However, businesses often overlook language that is excessively broad or one-sided. For example, a vendor agreement might state that your business must indemnify the other party for "all claims arising out of the agreement," regardless of fault. This can create unexpected liability, especially if the incident arises from circumstances beyond your control.

Legal review can flag these issues. Working with a business contract attorney in New York ensures the indemnity language is fair, specifically tailored, and aligned with your interests. Businesses can often negotiate for indemnities limited to negligence or misconduct, not all-encompassing risk.

Termination Provisions: Avoiding Commercial Disruption

Termination clauses should clearly define the circumstances and procedures for ending a contract. Without clear language, your company could face sudden loss of a key supplier or client, jeopardizing cash flow and supply chains. For instance, a contract granting a vendor the right to terminate "for any reason" with minimal notice puts your planning at risk.

A thorough contract review by legal counsel helps identify ambiguous or unfavorable termination conditions. Legal professionals typically recommend including reasonable notice periods, defining acceptable grounds for termination, and outlining specific remedies for breach. Such clarity ensures more predictable business relationships and operational stability.

Non-Compete Restrictions: Balancing Protection and Compliance

Non-compete clauses aim to prevent former employees or contractors from working with competitors or starting a similar business. In New York, these provisions face scrutiny by courts and regulators, especially when they are overly broad in scope, geography, or duration. For example, a non-compete restricting employees from working "anywhere in the United States" for multiple years may not be enforceable.

To comply with New York law and avoid litigation, your agreements should set reasonable limits tailored to your legitimate business interests. Legal professionals reviewing these contracts can provide guidance on enforceability and ensure compliance with the latest regulations, reducing the risks of costly disputes.

Confidentiality Clauses: Securing Sensitive Information

Confidentiality provisions safeguard proprietary business information, client data, and intellectual property. However, businesses sometimes use generic templates that lack specificity, leaving loopholes that undermine protection. For instance, a vague definition of what constitutes "confidential information" could leave valuable assets unprotected or lead to disagreement about disclosure.

A precise confidentiality agreement, reviewed and customized by a legal professional, defines the scope of protection, duration, and permitted exceptions. This strengthens your protection against misuse of sensitive information, which is especially important for companies handling client data related to business law services or when negotiating commercial dispute resolution.

Why Legal Review is Crucial for New York Businesses

Routine contract audits and legal support by a trusted attorney can make the difference between a safeguard and a source of costly litigation. In New York's fast-moving and competitive business environment, legal professionals not only help identify problematic clauses but also support negotiation and amendment of agreements to fit your unique needs. Seasonal contract renewals or changes in regulations, such as updates to employment or privacy laws, are critical moments to revisit agreements with a qualified legal team. This prevention-first approach can save substantial resources in the long run.

Contact Khalifeh & Strupinsky, P.C. for a Contract Consultation

If your business is located in Brooklyn or anywhere in New York, it is vital to protect your company with thorough contract review. Khalifeh & Strupinsky, P.C. provides experienced counsel on business contract drafting and review, ensuring your agreements work in your favor and reduce legal risk. To schedule a consultation, call 917-717-5007 or complete our online form. Our team is ready to help your business thrive with stronger and more reliable contracts.

< Older Post

Newer Post >

Charged With a Weapons Offense in New York? What You Need to Know About Your Defense

By Eugene Strupinsky • August 19, 2026

Learn what to do if charged with a weapons offense in New York. Call Khalifeh & Strupinsky, P.C. in Brooklyn and NYC for legal defense guidance and representation.

What Executors Need to Know About Estate Administration in New York

By Eugene Strupinsky • August 12, 2026

Serving as the executor of a loved one's estate is an important responsibility, but it can also bring unexpected legal challenges, time-sensitive obligations, and personal liability. If you have been appointed as an executor in New York, it is essential to understand the estate administration process, the critical deadlines involved, and when it is prudent to seek legal support to fulfill your duties effectively. The Initial Steps: Filing With Surrogate's Court The estate administration process in New York begins with the executor filing the will and a petition for probate in the Surrogate's Court within the county where the decedent lived. This initiates the formal legal proceeding to validate the will and empowers the executor to act on behalf of the estate. In Brooklyn and the greater New York City area, court schedules can vary seasonally, and local rules may impact timing. The court will issue Letters Testamentary, which legally recognize the executor's authority to administer the estate. Delays in filing with Surrogate's Court not only slow down the administration but may also put an executor at risk for claims of mismanagement, especially in situations where beneficiaries or creditors have questions about the estate's status. Proper filing also ensures compliance with state requirements and avoids unnecessary legal complications. Identifying and Collecting Estate Assets One of the core responsibilities of the executor is to identify, gather, and safeguard all assets belonging to the decedent. This inventory can include bank accounts, real estate, vehicles, investment accounts, insurance policies, business interests, and personal effects. In New York, certain assets such as jointly owned property or accounts with designated beneficiaries may pass outside of probate, but all assets should be accounted for during administration to comply with the state's rigorous standards. Executors in the city often face practical challenges such as navigating co-ops or condos, securing vacant property, and managing assets that require specialized valuation. Prompt action in collecting assets protects the estate from loss or misappropriation and is a vital part of fulfilling fiduciary obligations. Settling Debts, Taxes, and Final Expenses Before any distribution to heirs can occur, executors must address outstanding debts, taxes, and costs. These may include: Decedent's medical bills Credit card balances Utility bills Funeral expenses New York State and federal estate or inheritance taxes The executor is responsible for notifying creditors, vetting claims, and ensuring that legitimate obligations are paid from estate assets. Failing to properly settle these debts, or distributing assets too soon, exposes the executor to possible personal liability. In the New York climate, certain tax deadlines can coincide with seasonal court closures or delays so staying organized is critical. Distributing Assets to Heirs and Beneficiaries Only after all debts, taxes, and court-approved claims have been satisfied may the executor distribute remaining assets as directed by the will. This often involves preparing an accounting, obtaining discharge releases from beneficiaries, and sometimes petitioning the Surrogate's Court for final approval. Brooklyn families often benefit from clear communication at this stage, reducing the risk of misunderstanding or disputes between heirs. Why Work With an Estate Administration Attorney? Given New York's complex probate landscape, working with a qualified estate attorney can safeguard both the executor and the estate. Legal counsel can provide guidance on court procedures, help ensure tax compliance, resolve contested issues, and minimize the risk of personal liability. Firms like Khalifeh & Strupinsky, P.C. offer estate administration , probate law , and estate planning services that are tailored to the unique demands of the Brooklyn and greater New York area. Contact Our Brooklyn and New York Estate Attorneys Today If you have been appointed as an executor and have questions about your obligations, timelines, or potential risks, consider consulting Khalifeh & Strupinsky, P.C. Our team serves Brooklyn and New York, NY helping executors navigate Surrogate's Court, asset collection, debt settlement, and proper estate distribution with clarity and confidence. Call 917-717-5007 or fill out our secure online form to schedule a consultation and protect your interests as you administer your loved one's estate.