Commercial Contract Drafting / Review
Service description
Commercial contract counsel drafts, reviews, or negotiates the agreements a business runs on — master service agreements, statements of work, vendor terms, and customer contracts. The lawyer works from the business's risk tolerance and past deal terms to flag one-sided clauses, tighten liability and termination language, and keep the agreement enforceable in the jurisdiction it's signed in.
Common industries
Any business that regularly signs vendor or customer agreements.
ROI
Sound contracts prevent disputes and protect leverage at a fraction of the cost of litigating a bad one; high-volume and repeatable.
Benefit
Draft or review your commercial agreements — MSAs, SOWs, vendor and customer contracts — to protect your position and reduce risk.
Why get it
A contract negotiated without counsel can leave liability, IP ownership, or termination rights unbalanced; catching that before signature is far cheaper than litigating a bad clause later.
When you benefit
Recurring — a new or renegotiated agreement comes up with each new vendor, customer, or contract renewal.
What it costs
Often a flat fee per contract, or an hourly rate for a first-time or heavily negotiated agreement.
When you pay
Typically billed on completion of the review or drafting, though counsel handling a high volume of similar contracts may instead quote a fixed monthly retainer covering a set number of agreements.
Other costs
None beyond the fee itself, unless negotiation runs long enough to move from a flat fee to hourly billing, or a dispute over an existing contract requires separate work.
Risks to know
Signing a contract with an unfavorable indemnification, liability cap, or termination clause can expose the business to costs or obligations it didn't intend to accept. An unclear scope of work is the most common source of later disputes over what was actually promised.
When risks arise
Problems in a contract's terms are cheapest to fix before signature; once the agreement is executed, an unfavorable clause typically isn't discovered until a dispute or renewal brings it back into view.
The process
Counsel reviews the draft against the business's standard positions, flags risk and ambiguity, and proposes redlines. It negotiates directly with the counterparty or supports the business through its own negotiation, then finalizes the agreement for signature and confirms both parties are working from the same executed version.
Your commitment
The business shares the proposed contract, or its own template and must-have terms if it's the one drafting, along with the deal's key facts — price, deliverables, timeline, and any prior agreements with the same counterparty. It should flag its walk-away points before negotiation starts.
Documents to gather
- The counterparty's proposed contract, or the business's own template if it's drafting first
- Details of the deal — price, deliverables, timeline, and any side agreements
- Any prior contracts with the same counterparty, for consistency
Helpful reading
- contract — Cornell Law School, Legal Information Institute (Wex)
- Vetting a Vendor: Questions to Ask Before Making an Investment — Journal of Accountancy
Further research
Not open yet
Commercial Contract Drafting / Review isn’t taking requests yet. Join the waitlist. It is listed in your requests tray.