Contracts & Transactions
Commercial contract drafting, negotiation, and review — from MSAs to bespoke commercial arrangements built for enforceability.
A commercial contract is a forecast of how the parties expect their relationship to fail. Every clause is a prediction: this is what we expect to be in dispute, and this is how we want it decided when it is. The firm reads contracts that way. The firm drafts contracts that way. The clauses that matter most — representations, indemnity, limitation of liability, termination, and dispute resolution — are the clauses that pay for themselves once, late in the relationship, when the parties no longer agree on anything else.
What the firm does in this practice
Master agreements and commercial frameworks
Master service agreements, framework agreements, master supply contracts, master purchase agreements, and the ordering-document architecture that determines how individual transactions sit under the master.
Services, technology, and licensing
SaaS and software licensing, IP licensing, technology transfer, services agreements, professional services agreements, and the data and confidentiality architecture that goes with them.
Distribution, franchise, and reseller arrangements
Distribution agreements, exclusive and non-exclusive arrangements, franchise agreements, dealer agreements, and the territory, exclusivity, and termination architecture that determines whether a network survives a downturn.
Founders’ arrangements, NDA, and commercial drafting
Founders’ agreements, vesting and lock-in architecture, IP assignment, NDAs (mutual and one-way), term sheets, and bespoke commercial drafting where the standard form does not fit.
Termination, breach, and dispute architecture
Termination notices, force majeure analysis, contractual indemnity claims, liquidated damages enforcement, and the structure of escalation and dispute clauses that determines forum and outcome.
Commercial drafting standards and standard-form review
Standard-form drafting for clients with high contract velocity, contract playbook construction, position papers, and the negotiation discipline that matches contract velocity to risk.
International commercial agreements
Cross-border commercial agreements, governing-law and jurisdiction clauses, choice of seat for arbitration, and the enforceability architecture that determines whether the contract is worth what it claims.
The view from the firm
Most commercial disputes are not about what happened; they are about what the contract said about what happened. The firm’s drafting work is built on that recognition. A clause that survives a dispute is a clause that has been drafted with the dispute in mind. The right indemnity clause is not the one that maximises recovery in theory; it is the one that survives the cap, the limitation, the carve-outs, and the time-limited claim notification when the matter actually arises.
The most common drafting failure is silence. Parties leave the difficult questions out, intending to negotiate them later. Later does not come; the dispute does. A contract that is silent on what happens when one party becomes insolvent, or on what happens when a regulator denies an approval, or on what happens when the price moves twenty percent, is a contract that has handed the answer to the court that is least suited to give it. The firm’s drafting discipline is to identify those silences before signing.
Standard forms have a place, but they have to be calibrated to the actual deal. A vendor’s standard MSA serves the vendor. A customer’s standard MSA serves the customer. Neither serves a deal that does not look like the standard. The firm spends real drafting time on the contracts that do not fit a template — and pushes back, where appropriate, on the templates that do not match the commercial reality.
Deeper references
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