Contracts are where most business risk lives. They set the rules for getting paid, delivering services, protecting your brand, handling staff, and resolving disputes when something goes wrong. In Jamaica, a contract that is vague, outdated, or copied from another jurisdiction can turn a manageable commercial issue into expensive litigation.
If you are searching for an attorney at law in Jamaica to help tighten your legal foundation, a contract review is often the fastest, most practical place to start. Below is a business-focused checklist of the core contracts that typically deserve a refresh, plus what to look for when you review them.
Why contract reviews matter for Jamaican businesses
Even strong relationships eventually face pressure points: late payment, quality complaints, staff turnover, data incidents, or sudden changes in supply chains. When that happens, your contract becomes the playbook.
A Jamaica-specific review is especially important because:
Enforcement depends on precise drafting. Remedies, termination rights, and dispute processes must be clear enough to stand up under scrutiny.
Regulatory expectations are evolving. Data handling, compliance programmes, and sector rules increasingly appear in commercial contracts.
Cross-border templates can misfire. US, UK, or generic “internet” contracts often reference laws, concepts, or procedures that do not map cleanly onto Jamaican operations.
A good review is not only about avoiding disputes. It is about improving cash flow, reducing operational friction, and making your obligations (and your counterparty’s obligations) measurable.
Contracts every business should review (and what to check)
The list below is intentionally practical. Not every business needs every agreement, but most Jamaican companies rely on at least several of these.
1) Customer contract (or terms of sale / terms of service)
This is the revenue contract, and it is often the most neglected.
What to check:
Scope and deliverables: clear description of what is included, what is excluded, and acceptance criteria
Payment terms: invoicing triggers, due dates, interest on late payments (if used), suspension rights for non-payment
Limitation of liability: realistic caps, exclusions, and carve-outs (for example fraud or wilful misconduct)
Change control: how scope changes are approved and priced
Dispute resolution: escalation steps, governing law, and forum
2) Supplier or vendor agreement
Suppliers can create downtime, regulatory risk, and reputational harm. Your vendor paperwork should not be “purchase order only” if the supplier is critical.
What to check:
Service levels and quality standards: measurable standards, delivery timelines, remedies
Warranty and indemnity structure: what happens if goods/services fail or cause loss
Right to audit or inspect (when relevant)
Termination and continuity: exit support, return of company property, transition assistance
3) Independent contractor agreement
Many businesses use consultants, creatives, technicians, and project-based workers. The contract needs to reflect reality, and protect the business.
What to check:
Scope and milestones (to avoid open-ended obligations)
Confidentiality and handling of sensitive information
Intellectual property ownership (see the IP section below, this is where disputes often arise)
Non-solicitation (where appropriate and reasonable)
4) Employment contract and workplace policies
Your employment documents are risk management tools, not just onboarding paperwork.
What to check:
Job title, duties, hours, and location expectations (including remote/hybrid arrangements if used)
Confidentiality and conflict of interest provisions
Disciplinary and termination mechanics that align with how the business actually operates
Invention/IP clauses if employees create content, software, marketing assets, product designs, or proprietary processes
5) Non-disclosure agreement (NDA)
NDAs are useful, but only when they are tailored. Overly broad NDAs can be hard to apply, and overly narrow NDAs may not protect what you think they protect.
What to check:
Definition of confidential information that matches your business
Permitted disclosures (professional advisers, insurers, affiliates)
Term and survival of confidentiality obligations
Return or destruction requirements for shared materials
6) Data processing or data sharing agreement (where personal data is involved)
If you collect, store, or share personal data (customers, staff, app users, loyalty programmes), your contracts should clearly allocate responsibility.
What to check:
Roles and responsibilities (who decides the purpose and means of processing, who is the service provider)
Security obligations: technical and organisational measures, incident response cooperation
Subcontracting rules: whether vendors can use sub-processors
Cross-border transfer language (if data is stored or accessed outside Jamaica)
For official information on legislation and updates, businesses can monitor the Ministry of Justice.
7) Lease agreement (commercial property)
A lease can quietly impose major costs through maintenance obligations, repair standards, operating expenses, and restrictions on use.
What to check:
Rent review and escalation provisions
Repair and maintenance responsibilities (including AC, roof, structural elements, pest control)
Alterations and signage rules
Assignment/subletting rights in case your business needs to relocate
8) Shareholders’ agreement (and related governance documents)
For companies with multiple owners, this is often the contract that prevents disputes from becoming business-ending crises.
What to check:
Decision-making rules: reserved matters, voting thresholds, board structure
Transfer restrictions: right of first refusal, permitted transfers
Deadlock mechanisms: mediation, buy-sell clauses
Dividend policy and funding obligations
If your company structure or filings need attention, the Companies Office of Jamaica is the authoritative registry for corporate information and filings.
9) Distribution, agency, or reseller agreement
If someone sells on your behalf, or you sell on behalf of another brand, the legal and reputational risk can be significant.
What to check:
Territory and exclusivity: defined boundaries, performance requirements
Brand usage and marketing approvals
Pricing, commissions, and reporting obligations
Termination consequences: return of stock, handling of customer relationships, post-termination restrictions
10) Intellectual property (IP) assignment or licence
If your business relies on a name, logo, software, designs, content, or proprietary processes, IP terms must be explicit. Many businesses assume they “own” work they paid for, but ownership depends on the contract.
What to check:
Who owns what (background IP versus newly created IP)
Scope of licence (if not an assignment): territory, duration, exclusivity, permitted uses
Moral rights and waivers (where applicable)
Enforcement support: cooperation if infringement occurs
For Jamaican IP guidance and processes, a useful starting point is the Jamaica Intellectual Property Office (JIPO).
A quick review table: what to prioritise first
If you want a fast, risk-based approach, start with contracts that touch money, key operations, and sensitive information.
Contract type | Why it matters most | Common red flags | When to review |
Customer terms / service agreement | Protects revenue and limits disputes | Vague scope, weak payment terms, no liability cap | Before new launches, annually, after recurring disputes |
Supplier agreement | Prevents downtime and surprise costs | No service levels, one-sided indemnities, unclear termination | When switching vendors, after major incidents |
Employment + policies | Reduces people and confidentiality risk | No IP clauses, unclear termination process, outdated policies | When roles change, after regulation changes, annually |
Contractor agreement | Prevents IP and confidentiality disputes | Missing IP assignment, unclear deliverables | Before engaging contractors, for renewals |
Data processing / sharing | Controls privacy and cybersecurity exposure | No incident duties, no security commitments | When using new systems, vendors, or cross-border tools |
Shareholders’ agreement | Prevents founder and investor disputes | No deadlock solution, unclear transfer rules | When new shareholders join, funding rounds |
Lease | Controls long-term cost and operational flexibility | Broad repair obligations, harsh penalties | Before signing, at renewal, before fit-out |
Clauses Jamaican businesses commonly overlook (but should not)
The contract type matters, but certain clauses consistently decide outcomes when disputes arise.
Governing law, jurisdiction, and dispute resolution
Parties often leave this to boilerplate. That is a mistake.
A well-designed clause answers:
Which law governs the contract
Where disputes must be brought (courts, arbitration, mediation)
Whether there are escalation steps before formal proceedings
If you operate regionally, you may also need to address service of process, language, and enforcement strategy.
Termination rights that match business reality
Many agreements include termination language that is either too weak (you cannot exit a failing relationship) or too aggressive (you create liability by terminating).
You want clarity on:
Termination for cause (and cure periods)
Termination for convenience (if appropriate)
Payment and handover obligations on exit
Survival of key clauses (confidentiality, IP, unpaid fees)
Limitation of liability that is commercially defensible
Liability caps are not “one size fits all.” The right structure depends on deal value, insurance coverage, and the likely loss scenarios.
Common issues include:
Caps that are so low they invite disputes
Caps that exclude everything but still leave you exposed through broad indemnities
Missing exclusions for indirect or consequential loss (depending on the deal)
Intellectual property and brand usage
This is especially important for marketing agencies, software development, design, and any business building a brand.
Ensure the contract clearly states:
Who owns deliverables
Whether you can modify and reuse them
Whether the other party can showcase your work or use your logo
Compliance obligations (including anti-bribery and recordkeeping)
Even small businesses face compliance expectations from banks, enterprise customers, or international partners. Contracts often need representations and undertakings around lawful conduct, accurate records, and cooperation with investigations or audits.
How often should you review contracts?
A contract review is not only a “when there’s a problem” exercise. A practical cadence for many businesses is:
Annual review of core templates (customer terms, contractor agreement, employment template)
Event-driven review when you add a new product line, expand internationally, change pricing model, start processing more personal data, or take on new investors
Post-incident review after a major dispute, chargeback spike, cybersecurity incident, or repeated non-payment pattern
A simple internal process helps:
Maintain a contract inventory (what you signed, with whom, renewal dates, key obligations)
Identify which contracts are “high impact” (revenue, critical suppliers, sensitive data)
Standardise fallback clauses (your preferred positions and what you can concede)
Working with an attorney at law in Jamaica on contract review
A business-focused contract review should do more than “mark up” a document. It should align the legal terms with how your business actually works, and how you want disputes handled.
To get value quickly, come prepared with:
The contract (editable if possible) and any referenced schedules or policies
A short description of the deal (what you are buying or selling, timelines, the real commercial risks)
Deal-breakers and must-haves (for example, strict confidentiality, strict delivery timeframes)
Any prior issues with the counterparty (late payment, scope creep, quality problems)
You can also ask your attorney to flag:
The top 5 risks in plain language
Negotiation priorities (what to push for first)
Operational changes needed to comply with the contract (for example, documentation, reporting, security measures)
For businesses that want support across commercial contracts, disputes, and risk management, Henlin Gibson Henlin is a leading international law firm in Jamaica with experience across areas such as commercial litigation, arbitration and mediation, data privacy, and compliance and risk. Learn more at Henlin Gibson Henlin.
Final takeaway: treat contracts as part of your operating system
Most contract problems are not caused by bad faith. They come from unclear expectations, missing procedures, and templates that were never designed for your business.
If you want to reduce disputes and make negotiations easier, start by reviewing the contracts that drive revenue, protect confidential information, and control key suppliers. Then standardise your clauses and update them as your business evolves.
