Commercial Transactions
Every business relationship
starts with
a contract.
Contract drafting, negotiation, and structuring for the agreements that define your business relationships. The terms you agree to today determine your rights, obligations, and exposure for the life of the deal.
What We Draft & Negotiate
Agreement Types
Every commercial agreement has its own risk profile, market norms, and critical provisions. We draft and negotiate contracts that reflect the specific dynamics of each transaction, not one-size-fits-all templates.
Purchase & Sale Agreements
Contracts governing the sale and purchase of goods, assets, or business interests. We structure purchase agreements to clearly allocate risk, define representations and warranties, establish closing conditions, and address post-closing obligations including indemnification and escrow arrangements.
Master Service Agreements (MSAs)
Framework agreements that establish the baseline terms for an ongoing service relationship, with individual statements of work defining specific engagements. MSAs reduce negotiation time for repeat work and create consistency in liability allocation, IP ownership, and payment terms across multiple projects.
Vendor & Supplier Contracts
Agreements with third-party vendors and suppliers that define service levels, pricing, delivery requirements, quality standards, and termination rights. Properly structured vendor contracts protect against supply chain disruptions and ensure you retain leverage when performance falls short.
Commercial Leases
Lease agreements for office space, retail locations, warehouses, and industrial facilities. Key provisions include rent escalation, tenant improvement allowances, assignment and subletting rights, maintenance responsibilities, and early termination options. The terms negotiated at signing define your obligations for years.
Distribution & Reseller Agreements
Contracts that establish distribution channels, reseller relationships, and go-to-market partnerships. Critical terms include exclusivity, territory, minimum purchase commitments, pricing controls, marketing obligations, and the right to appoint sub-distributors.
Licensing Agreements
Agreements granting rights to use intellectual property, technology, software, or content. Licensing terms must define scope of use, exclusivity, sublicensing rights, royalty structures, audit rights, and what happens when the relationship ends. A license is only as good as the contract that defines it.
From Draft to Close
Contract Lifecycle
A contract is not a static document; it is a living instrument that governs the relationship from execution through termination. We support every stage of the contract lifecycle, from initial drafting through wind-down.
Drafting & Structuring
The first draft sets the negotiation anchor. We draft agreements that reflect your business objectives, allocate risk appropriately, and address the scenarios that matter, not just the ones that are easy to contemplate. Clear structure and precise language reduce the likelihood of disputes and make the contract a useful reference for the people who actually perform under it.
Negotiation & Redlining
Contract negotiation is about understanding what the other side needs and finding terms that work for both parties without giving away the provisions that protect you. We manage the redlining process, track open issues, prepare negotiation summaries, and advise on which points are worth fighting for and which are standard market terms.
Execution & Closing
Proper execution requires attention to signing authority, delivery of closing documents, satisfaction of conditions precedent, and coordination of simultaneous deliveries. For complex transactions, we prepare closing checklists and manage the closing process to ensure nothing falls through the cracks.
Amendment & Renewal
Business relationships evolve, and contracts need to evolve with them. We draft amendments, change orders, and renewal agreements that properly modify existing terms without creating ambiguity about which provisions control. Informal modifications (verbal agreements, email exchanges) are a common source of disputes.
Assignment & Novation
When a party to a contract wants to transfer its rights or obligations to a third party, the transfer must comply with the contract's assignment provisions and any applicable law. Assignment transfers rights; novation substitutes a new party and releases the original. The distinction matters for liability and ongoing obligations.
Termination & Wind-Down
Ending a commercial relationship requires attention to notice periods, cure rights, surviving obligations, return of confidential information, transition assistance, and final payment reconciliation. A clean wind-down protects against post-termination disputes and preserves the option to work together again in the future.
What Matters Most
Key Provisions
The provisions below appear in nearly every commercial contract, and they are the ones that determine the outcome when the relationship does not go as planned. Getting them right at the drafting stage is far less expensive than litigating them later.
Indemnification
Indemnification clauses allocate the financial risk of third-party claims and losses between the parties. The scope of indemnification (what triggers it, what is covered, what limitations apply, and what procedures govern claims) is one of the most heavily negotiated provisions in any commercial contract.
Limitation of Liability
Liability caps and exclusions of consequential damages define the maximum financial exposure under the contract. These provisions interact with indemnification, insurance requirements, and the overall risk profile of the transaction. Getting them wrong can mean unlimited exposure or an unenforceable limitation.
Representations & Warranties
Representations are statements of fact at the time of signing; warranties are promises about the future. Together, they allocate information risk: the party making the representation bears the cost if it turns out to be false. Precision in reps and warranties prevents disputes about what was and was not promised.
Termination Rights
Termination provisions define when and how each party can end the relationship: for cause, for convenience, upon a change of control, or due to force majeure. Cure periods, notice requirements, and the consequences of termination (fees, transition obligations, surviving provisions) must all be clearly defined.
Dispute Resolution Clauses
The dispute resolution clause determines where and how disagreements will be resolved: litigation, arbitration, mediation, or a tiered process. Venue, governing law, jury waiver, fee-shifting, and provisional relief rights are all part of the calculus. The clause you agree to at signing determines your options when things go wrong.
Confidentiality & Non-Compete
Confidentiality provisions protect sensitive business information shared during the commercial relationship. Non-compete and non-solicitation provisions restrict competitive activity during and after the term. Both must be carefully scoped: overly broad restrictions may be unenforceable; overly narrow restrictions may not provide meaningful protection.
Common Questions
FAQ
When do I need a lawyer to review a contract versus handling it myself?
Any contract that involves significant financial commitments, multi-year terms, indemnification obligations, intellectual property rights, or exclusivity provisions should be reviewed by an attorney. The cost of legal review is a fraction of the cost of a dispute arising from an ambiguous or one-sided contract. For routine, low-value agreements with standard terms, a well-drafted template may be sufficient, but the template itself should be prepared or reviewed by counsel.
What is the difference between an amendment and a novation?
An amendment modifies the terms of an existing contract while keeping the same parties and the original agreement in place. A novation replaces an existing contract with a new one, typically substituting a new party for one of the original parties, and releases the departing party from further obligations. Assignment is different from both: it transfers rights (and sometimes obligations) to a third party, but the original party may remain liable unless expressly released. The distinction matters because each has different requirements for enforceability and different consequences for ongoing liability.
How should I handle a contract dispute before it escalates?
Start by reviewing the contract itself: the dispute resolution clause will tell you what process you agreed to follow. Many contracts require a period of informal negotiation or mediation before either party can initiate arbitration or litigation. Document the issue in writing, preserve all relevant communications and performance records, and assess your position under the contract terms. Early legal involvement often prevents disputes from escalating, because most commercial disagreements are about ambiguous language or unmet expectations that can be resolved through clarification and negotiation.
What are the most important provisions to negotiate in a vendor contract?
The provisions that matter most depend on the nature of the relationship, but for most vendor contracts the critical terms are: service levels and performance standards (with measurable metrics and consequences for failure), limitation of liability (including whether the cap applies to indemnification obligations), termination rights (including termination for convenience with reasonable notice), IP ownership (especially if the vendor is creating custom work), data security and privacy obligations, and insurance requirements. Pricing and payment terms get the most attention but rarely cause the most expensive disputes.
Should I use the other side's contract template or provide my own?
Providing the first draft gives you a structural advantage: you set the framework, the defined terms, and the default positions that the other side must affirmatively negotiate to change. However, a poorly drafted first draft can be worse than starting from the other side's paper. The best approach depends on the transaction: if you have a well-drafted template that reflects your standard terms, use it. If not, it may be more efficient to start from the other side's template and negotiate the provisions that matter. Either way, never sign the first draft without a thorough review.
Work With Us
Let's make sure your contracts protect your business as well as they define it.
Initial consultations are straightforward — no pressure, no jargon. Just an honest conversation about your business and what you need.
Attorney Advertising. The information on this page is for general informational purposes only and does not constitute legal advice. No attorney-client relationship is formed until a written engagement agreement is signed. See full Disclaimer.