For many, switching to self-employment on a B2B model is synonymous with freedom and higher earnings. However, the foundation of a safe collaboration is not a handshake, but a good B2B contract. In this article, we will discuss the key clauses you must know. This includes copyrights, non-compete clauses, and penalties. This knowledge will help you protect your business and avoid costly misunderstandings.
Foundations of B2B Contract: Parties, Subject, and Remuneration
Before we dive into complex clauses, make sure your contract precisely defines the absolute basics.
- Precise identification of the parties: Full company names, addresses, and NIP (Tax ID) numbers. Verify that your client’s data matches their entry in the CEIDG or KRS business register.
- Detailed subject of the agreement: What exactly are you supposed to do? Instead of “creating a website,” specify “designing, coding, and implementing a website according to the specification in Appendix No. 1 to this agreement.” The more precise the description, the less room for disputes.
- Remuneration and payment terms: Clearly state the amount (net + VAT), currency, and invoice payment term (e.g., 14, 30 days). It’s also wise to add a clause about interest for late payments.
Key Clauses Every Contract Should Contain
1. Transfer of Copyrights – Crucial for Creators
If your work is creative in nature (you are a programmer, graphic designer, or copywriter), this provision is the most important.
- What is it? A clause in which you transfer the economic copyrights of your completed work (e.g., code, logo, text) to the client.
- What must it contain? It must be in writing and precisely list the so-called “fields of exploitation”. These define the ways the client can use your work, for example, “placing on the market” or “publicly sharing on the internet”.
- Important: State that the copyright transfer occurs upon full payment of the remuneration, not upon delivery of the work. Always include this provision to protect yourself against non-payment.
2. Confidentiality Clause (NDA)
This is a standard feature in most B2B contracts, especially in the IT and marketing industries.
- What is it? An obligation to keep the information you receive from the client (e.g., financial data, strategies, customer databases) confidential.
- What to look out for? Check how broadly “confidential information” is defined and how long the secrecy obligation lasts (often for several years after the collaboration ends).
3. Non-Compete Clause
This is one of the most “dangerous” clauses in a contract.
- What is it? An obligation that, during the term of the contract (and sometimes after it ends), you will not provide similar services to companies that are in competition with your client.
- What to look out for?
- Definition of competition: It must be very precise. A clause like “you cannot work for another marketing agency” is too broad and thus invalid.
- Payment after contract termination: If the non-compete clause applies after the collaboration ends, it must be paid. The client must pay you monthly compensation for this period. Under Polish law, an unpaid post-termination non-compete clause is invalid!
4. Contractual Penalties
Contractual penalties are a financial safeguard for both parties. They apply in case of non-performance or improper performance of the contract.
- What can they be for? Most often for delays in project delivery (for you) or delays in payment (for the client).
- What to look out for?
- Penalty amount: It must be reasonable and specified precisely (e.g., “0.1% of the remuneration value for each day of delay”).
- Reciprocity: A good B2B contract should include penalties for both sides. If the client wants to secure themselves with penalties for your delays, you should also have a clause about penalties for their payment delays.
5. Notice Period and Termination Conditions
B2B cooperation is based on freedom, but it’s worth defining the rules for ending it.
- What is it? A provision specifying how far in advance each party can terminate the contract.
- What is a standard period? In B2B contracts, a 14-day or 30-day notice period is most common.
- Important: The contract should also provide for the possibility of immediate termination in the event of a material breach of its provisions by the other party.
Summary: Key Clauses in a B2B Contract
A good B2B contract is one that is fair to both parties and precisely regulates all key aspects of the collaboration. Remember that in B2B relationships, you are not protected by the Labour Code—your only safeguard are the provisions in the contract you sign. Never be afraid to negotiate clauses that are unfavorable to you, and always consult important contracts with a lawyer. It is an investment that pays for itself many times over.
