MOO (Mutuality of Obligation) - Contract Clause

[dagenheis]

Hi
I am considering a 2 month contract starting early next year. Having looked at the contract, it is my interpretation that the following sub clauses would be sufficient to stipulate lack of MOO durring course of the contract (not to provide services outside the agreed scope) and future MOO:

1. An Assignment shall commence in accordance with the Schedule I and shall either continue until completion of the agreed Contract Services to the reasonable satisfaction of the Client or the termination date as specified in the Schedule I, at which this Assignment shall expire automatically, or until it is terminated by the Company in accordance with sub-clause 6(d), or the contract be terminated early by the Company or the Contractor upon giving the required notice as set out in the Schedule I

2. Upon expiry of an Assignment, neither the Company nor the Contractor has any automatic right to continuation.


I am confident about future MOO but I want to ascertain lack of MOO on the first contract. Any thoughts please?


Thanks

[Incognito]

I linked to a couple of good articles on MOO here. In my opinion, it's not what you've bolded which demonstrates the lack of MOO, that is simply explaining the process of bringing the assignment to an end.

It is your clause 2 which would be used to evidence the lack of MOO. However, if it was me I'd ask them to replace it with an example like the one in the link:

"The client is not obliged to offer ongoing contracts or work to the company nor is the company obliged to accept such contracts or work if offered"

Personally, I think it's cleaner.

Only my personal opinion, always seek qualified legal advice, etc.

[dagenheis]

After reading the text (in bold) I thought it could only be practically used to indicate an early completion of services (35 days instead of 45) where the deliverables/SoW is propertly defined as part of the contract (not to work outside the scope within the contract)

Would it be too much (redundant) to leave the second sub-clause (future MOO) into the contract along with the following amended text? In case the client is reluctant to make too make changes.



1. The Company is not obliged to offer ongoing assignments or work to the Contractor nor is the Contractor obliged to accept such assignments or work if offered"

2. Upon expiry of an Assignment, neither the Company nor the Contractor has any automatic right to continuation.



Thanks for sharing informative articles - One of the article outlines the same text you recommended

[Incognito]

After reading the text (in bold) I thought it could only be practically used to indicate an early completion of services (35 days instead of 45) where the deliverables/SoW is propertly defined as part of the contract (not to work outside the scope within the contract)

I think you're getting a bit confused about MOO by talking about current and future. MOO means that there is no obligation on either party to offer or accept any work over and above what is agreed in the contract.

Example, you're hired to design an AD for 45 days, at the end of that 45 days you don't need to accept (and client doesn't have to offer) any more work. Alternatively, you finish the AD in 30 days instead of 45, you do not have to do (and client doesn't have to offer) any more work.

So you see, there's only really one concept of MOO that covers both scenarios (your future and current analogy). It's good that you have your deliverables stipulated in your contract, correctly constructed, it demonstrates a clear contractual relationship. As long as you have a clear deliverable in your contract then that's the important part with regards to MOO, just ensure that your working practice reflects that, I.e you're doing the AD bit, but there's also email evidence that shows you've done a bit of Exchange work as well.

As an aside, There's nothing to stop you from having two separate contracts for two desperate specific pieces of work, it covers your back. You can negotiate with the client, tell him contract 1 has you on £x a day 3 days a week and contract 2 has you £x a day at 2 days a week. Or even amending a contract to introduce a new deliverable. Just make sure it's documented.

Would it be too much (redundant) to leave the second sub-clause (future MOO) into the contract along with the following amended text? In case the client is reluctant to make too make changes.

1. The Company is not obliged to offer ongoing assignments or work to the Contractor nor is the Contractor obliged to accept such assignments or work if offered

2. Upon expiry of an Assignment, neither the Company nor the Contractor has any automatic right to continuation

They both convey the same message, in my opinion number 1 is better legalese. There's no harm having them both in if you want, they don't contradict each other.

[dagenheis]

Thank! This makes sense.

After talking to the client's contact, if the agreed work is coming to an end earlier than the contract end date, they would prefer either of us giving a 5 day notice, based on when the work is anticipated to finish as the notice is provisioned in the contract.

From their standpoint, it is sort of graceful ending of the contract based on mutual agreement and helps to avoid any conflict going forward.

Fair enough as long as I am not supposed to do nothing/irrelevant work in those 5 days.

They are going to check with their legal contact to include an additional clause (from my last post). But the discussion helped to test waters as well.