Corporate Law - Contract Drafting, Review, and Negotiation

Contract Law Services

Contracts are the foundation of business relationships. Whether you're entering into a partnership, hiring employees, or engaging vendors, well-drafted contracts protect your interests and prevent disputes.

Our Contract Services

Contract Drafting

We draft comprehensive contracts including:

• Business Agreements: Partnership, operating, shareholder agreements
• Commercial Contracts: Sales, purchase, distribution agreements
• Service Agreements: Consulting, professional services, SaaS
• Employment Contracts: Employment, non-compete, confidentiality
• Real Estate: Leases, purchase agreements, development contracts
• Intellectual Property: Licensing, assignment, joint development
• Vendor/Supplier: Master service agreements, purchase orders

Contract Review

Before you sign, we review:

• Terms and Conditions: Understand obligations and rights
• Risk Assessment: Identify potential liabilities
• Ambiguities: Clarify unclear provisions
• Market Standards: Compare to industry norms
• Red Flags: Spot problematic clauses
• Negotiation Points: Identify terms to negotiate

Contract Negotiation

We negotiate on your behalf:

• Strategic Positioning: Leverage analysis and strategy
• Term Optimization: Secure favorable provisions
• Risk Mitigation: Minimize exposure and liability
• Relationship Preservation: Maintain business goodwill
• Deal Structure: Creative problem-solving
• Documentation: Clear communication of changes

Essential Contract Elements

Offer and Acceptance

• Clear proposal of terms
• Unambiguous acceptance
• Meeting of the minds
• Mutual understanding

Consideration

• Exchange of value
• Sufficient consideration
• Bargained-for exchange
• Legal consideration

Capacity

• Legal authority to contract
• Age and mental competence
• Corporate authorization
• Power of attorney

Legality

• Lawful purpose
• Legal subject matter
• Compliance with regulations
• Public policy considerations

Key Contract Provisions

Payment Terms

• Amount and currency
• Payment schedule
• Late payment penalties
• Payment methods
• Deposits and retainers

Performance Obligations

• Scope of work
• Deliverables and milestones
• Quality standards
• Timelines and deadlines
• Acceptance criteria

Warranties and Representations

• Product/service warranties
• Authority to contract
• Accuracy of information
• Compliance with laws
• No conflicting obligations

Indemnification

• Who indemnifies whom
• Scope of indemnification
• Limitations and caps
• Defense obligations
• Insurance requirements

Limitation of Liability

• Cap on damages
• Excluded damages
• Exceptions to limits
• Insurance requirements
• Allocation of risk

Intellectual Property

• Ownership of work product
• License grants
• Use restrictions
• Confidentiality
• Moral rights

Termination

• Termination for cause
• Termination for convenience
• Notice requirements
• Effects of termination
• Survival of obligations

Dispute Resolution

• Negotiation requirements
• Mediation provisions
• Arbitration clauses
• Jurisdiction and venue
• Attorney fees

General Provisions

• Governing law
• Force majeure
• Assignment rights
• Amendment procedures
• Notices
• Entire agreement
• Severability
• Waiver

Types of Business Contracts

Employment Agreements

Executive Employment Contracts:

• Compensation structure
• Benefits and perks
• Duties and responsibilities
• Term and renewal
• Termination provisions
• Change of control
• Non-compete covenants

Independent Contractor Agreements:

• Scope of services
• Payment terms
• IP ownership
• Confidentiality
• Independent contractor status
• Termination rights

Non-Compete and Non-Solicitation:

• Geographic scope
• Duration
• Restricted activities
• Consideration
• Enforceability provisions

Commercial Contracts

Sales and Purchase Agreements:

• Product specifications
• Pricing and volume
• Delivery terms (Incoterms)
• Quality standards
• Returns and refunds
• Warranty provisions

Distribution Agreements:

• Territory and exclusivity
• Minimum purchase requirements
• Marketing obligations
• Pricing and margins
• Termination rights
• Inventory upon termination

Master Service Agreements (MSA):

• General terms and conditions
• Statement of Work (SOW) process
• Pricing framework
• Performance standards
• Relationship terms
• Multiple project structure

Partnership and Ownership

Partnership Agreements:

• Capital contributions
• Profit and loss allocation
• Management structure
• Decision-making processes
• Dispute resolution
• Buyout provisions
• Dissolution procedures

Operating Agreements (LLC):

• Member rights and obligations
• Capital account tracking
• Distribution policies
• Management structure
• Transfer restrictions
• Admission of new members

Shareholder Agreements:

• Share transfer restrictions
• Buy-sell provisions
• Drag-along/tag-along rights
• Board representation
• Voting agreements
• Dividend policies

Real Estate Contracts

Commercial Leases:

• Rent and escalation clauses
• Common area maintenance (CAM)
• Use restrictions
• Alterations and improvements
• Assignment and subletting
• Default and remedies

Purchase and Sale Agreements:

• Purchase price and earnest money
• Financing contingency
• Due diligence period
• Title and survey requirements
• Closing conditions
• Post-closing obligations

Technology Contracts

Software Licensing:

• License grant and scope
• Usage restrictions
• Maintenance and support
• Updates and upgrades
• Source code escrow
• Termination rights

SaaS Agreements:

• Service level agreements (SLA)
• Uptime guarantees
• Data ownership and privacy
• Security obligations
• Integration requirements
• Exit provisions

Development Agreements:

• Development scope and specifications
• Milestones and deliverables
• Acceptance testing
• IP ownership
• Source code rights
• Maintenance and support

Contract Negotiation Strategies

Preparation

• Understand your objectives
• Know your walk-away point
• Research the other party
• Identify leverage points
• Prepare alternatives

Negotiation Tactics

• Anchoring: Start with favorable position
• Trade-offs: Exchange concessions strategically
• Silence: Use pauses effectively
• Good Cop/Bad Cop: Team negotiation approach
• Deadline Pressure: Time constraints

Common Negotiation Points

Risk Allocation:

• Indemnification scope
• Liability caps
• Insurance requirements
• Warranty limitations

Financial Terms:

• Payment amounts
• Payment timing
• Price adjustments
• Volume discounts
• Penalty provisions

Control Provisions:

• Approval rights
• Change management
• Audit rights
• Performance monitoring

Exit Strategy:

• Termination rights
• Notice periods
• Transition assistance
• Data return
• Non-solicitation period

Contract Management

Best Practices

• Centralized Repository: Store all contracts securely
• Key Date Tracking: Monitor renewal and expiration dates
• Performance Monitoring: Track compliance and deliverables
• Amendment Process: Document all changes
• Regular Review: Assess continuing relevance

Contract Lifecycle Management

1. Initiation: Identify need for contract
2. Drafting: Prepare initial agreement
3. Negotiation: Finalize terms
4. Approval: Obtain necessary sign-offs
5. Execution: Sign and store
6. Performance: Monitor compliance
7. Amendment: Modify as needed
8. Renewal/Termination: Decide on continuation
9. Archive: Retain per legal requirements

Avoiding Common Contract Mistakes

Drafting Errors

• Ambiguous language
• Inconsistent terms
• Missing provisions
• Overly broad or narrow scope
• Unrealistic obligations

Execution Mistakes

• Improper signature authority
• Missing required approvals
• Incomplete execution
• Lack of witnesses/notarization
• Missing exhibits or schedules

Performance Issues

• Inadequate documentation
• Missed deadlines
• Scope creep without amendments
• Poor change management
• Failure to enforce terms

When Contracts Go Wrong

Breach of Contract

Types of breaches:

• Material Breach: Significant violation
• Minor Breach: Technical violation
• Anticipatory Breach: Indication of future breach
• Fundamental Breach: Destroys contract purpose

Remedies

• Damages: Monetary compensation
• Specific Performance: Force performance
• Rescission: Cancel contract
• Reformation: Rewrite contract
• Injunction: Prevent or compel action

Dispute Resolution

• Pre-litigation demand letters
• Negotiated settlement
• Mediation
• Arbitration
• Litigation

Industry-Specific Contracts

Healthcare

• Provider agreements
• Management service agreements
• Medical staff bylaws
• HIPAA business associate agreements

Technology

• Software licenses
• Cloud service agreements
• API agreements
• Data processing agreements

Construction

• Design-build contracts
• Subcontractor agreements
• Architect agreements
• Construction management contracts

Manufacturing

• Supply agreements
• Tooling agreements
• Quality agreements
• Co-manufacturing agreements

International Contracts

Special Considerations

• Governing Law: Which country's laws apply
• Currency: Payment currency and exchange risk
• Language: Official contract language
• Cultural Differences: Negotiation and business norms
• Dispute Resolution: International arbitration
• Force Majeure: Political and regulatory risks

CISG and Incoterms

• UN Convention on Contracts for International Sale of Goods
• International Commercial Terms (Incoterms 2020)
• Shipping and delivery responsibility
• Risk of loss transfer

Get Professional Contract Assistance

Don't leave your business relationships to chance. Professional contract services protect your interests and prevent costly disputes.

When to Engage an Attorney

• High-value contracts
• Complex transactions
• Unfamiliar contract types
• Significant risk exposure
• Long-term commitments
• Multiple parties involved

Our Process

1. Initial Consultation: Understand your needs and goals
2. Review/Drafting: Prepare or analyze contract
3. Client Review: Explain terms and risks
4. Negotiation: Engage with counterparty
5. Finalization: Execute and deliver
6. Follow-up: Support during performance

Contact Us Today

Schedule a consultation to discuss:

• Contract drafting needs
• Agreement review
• Negotiation strategy
• Contract disputes
• Contract management systems

Protect Your Business. Get Expert Contract Services. Contact Us Today.