A badly drafted contract is not a small error. It is the reason otherwise healthy businesses end up in litigation they cannot afford.
Where downloaded templates fail
They are written for a different legal system, they do not identify the parties correctly, and they omit the clauses that only matter when something goes wrong. The most common gaps we see:
Intellectual property. A contract with an agency, a developer or a designer that does not expressly assign the resulting work leaves the supplier owning it. Under Mexican copyright law an assignment must be in writing to be effective.
Termination. No mechanism to exit, no notice period, no consequences. Both parties are trapped or both walk away and argue about it.
Confidentiality and non-solicitation. Absent or unenforceably broad.
Dispute resolution. No governing law, no forum, no escalation, which means the fight starts with a fight about where to fight.
Payment. No default interest, no suspension right, no security.
The economics
Having a contract properly drafted or reviewed costs a fraction of one week of litigation. If a document governs money, intellectual property or a relationship you cannot afford to lose, have it read by someone before you sign it, not after.
The clauses that decide Mexican disputes
Three of them account for most of the damage we see.
- Ownership of what is created. Usually silent. Where the work was commissioned, the economic rights are the commissioner unless agreed otherwise (article 83 of the Mexican Federal Copyright Law); under a written employment contract with nothing agreed, they are presumed split equally between employer and employee, and with no written contract they are the employee (article 84). Silence picks a winner, and it may not be you.
- The term of any transfer. Where none is stated, a transfer of economic rights lasts five years (article 33). Computer programs are the exception, with no limit (article 103).
- Use of the brand. Distributors and partners who register your mark in their own name, in Mexico or in a market you have not reached, are a recurring and entirely avoidable loss.
And a formality that voids everything else: transfers and licences of copyright must be in writing, or they are null by operation of law (article 30).