Transactional
Commercial contracts and drafting
Contracts that say exactly what you mean and protect you when it counts. We draft from the first page, and we review and negotiate what the other side puts in front of you.
Overview
Commercial contracts are where a business's relationships with its customers, suppliers and partners are defined. We draft, review and negotiate the full range of commercial agreements, from master terms and service level agreements to supply, distribution, licensing, lease and sale agreements.
Good drafting reflects how the relationship will actually operate. We take time to understand the operational and commercial reality behind each agreement, so that the contract allocates risk sensibly, can be administered with confidence, and gives our client a clear and defensible position should circumstances change.
Beyond individual agreements, we help businesses manage their contracts as a portfolio, through standard terms, contract repositories and risk schedules that make obligations visible and easier to manage.
Services
What the work involves
Drafting, review and negotiation
We draft agreements from first principles and review and negotiate contracts presented by counterparties. Our reviews identify the provisions that carry real risk, explain them in plain language, and propose specific amendments, often in tracked changes ready to send.
Master terms and conditions
We prepare master terms and conditions of supply or service that can be used across a customer base, with schedules for pricing, service levels and specific requirements, so that each new customer does not require a new negotiation from the beginning. We also prepare guidance for sales and commercial teams on which provisions can be negotiated and which should not, so that the terms are applied consistently.
Service level agreements
We draft and negotiate service level agreements and SLA portfolios with corporate and multinational counterparties, covering scope, performance standards, service credits, warranties, liability and termination. We make sure that service levels can be measured and that the consequences of failure are proportionate. Where a business manages many SLAs, we help standardise the terms across the portfolio.
Supply, distribution and agency
We advise on supply, distribution, agency and private label arrangements, locally and across borders, including territory and exclusivity, pricing, product liability allocation and regulatory compliance. We pay close attention to termination rights and post-termination obligations, which often determine the true value of a distribution relationship.
Licensing and technology agreements
We draft and negotiate software, data and technology licences, end user licence agreements, data services and pilot agreements, with attention to scope of use, data governance and ownership of improvements. As more businesses rely on data and software they do not own, these agreements carry growing commercial risk. We make sure our clients understand what they may and may not do, and what happens to their data when the agreement ends.
Lease agreements
We draft and review commercial lease agreements so that landlords and tenants know their rights, costs, maintenance obligations and exit terms. We review renewal, escalation and early termination provisions with particular care, as these are often the source of later disputes.
Sale agreements
We prepare sale agreements for shares, businesses, enterprises and property, so that the sale is completed on terms that protect our client. Each agreement deals clearly with the price, the conditions, the risk and benefit, the warranties given and the steps needed to transfer ownership.
Franchise, partnership and collaboration agreements
We advise on franchise agreements, business partnership agreements, memoranda of understanding and strategic collaboration arrangements, including profit-sharing, exclusivity, intellectual property and exit provisions. Where a memorandum of understanding is intended to lead to a binding agreement, we make sure the parties are clear about which provisions bind them now and which do not.
Contract risk and force majeure
We advise on rights and obligations when performance becomes difficult, including force majeure, suspension, variation and termination, and prepare the notices and correspondence that protect our client's position. The way a party responds in the first days of a difficulty often shapes its position later. We help clients respond promptly and correctly.
Contract repositories and risk schedules
We design contract repositories and risk schedules that record key dates, obligations, renewal and termination rights and risk ratings, so that a business can manage its contractual exposure deliberately rather than reactively. The schedule can be maintained by the client's own team, and we can review it periodically to keep it current. It also gives boards a clear view of the business's most significant contractual commitments.
Strategic negotiation and deal execution
We lead or support negotiations on significant commercial arrangements, preparing negotiation positions, fall-back options and the documents needed to execute the deal once terms are agreed. We prepare thoroughly, keep negotiations focused on the points that matter, and move quickly to signature once agreement is reached.
Who we work with
Companies of all sizes that contract with customers, suppliers and partners; procurement and commercial teams; founders preparing their first standard terms; and businesses entering significant or unfamiliar commercial arrangements.
How we work
Clarity of advice
We explain the effect of each significant provision in terms that the people who will administer the contract can apply with confidence.
Workable turnaround
We agree priorities and timelines at the outset, and tell you early if a contract needs more attention than expected.
Portfolio view
Where it helps, we look across your contracts as a whole rather than one at a time.
Common questions
Can you review a contract we have already been sent?
Yes. Many of our instructions begin with a contract from the other side. We review it, explain the main risks, and propose the changes worth asking for.
Do you prepare standard terms for repeated use?
Yes. We prepare master terms and templates that your team can use, with guidance on which provisions can be negotiated.
Technically sound. Commercially minded.
Advice that begins with technical precision and extends to the commercial and strategic judgement that founders, owners and executives rely on.