Contracts that reflect the transaction
An agreement should give effect to the deal the parties intend and provide a workable response when it comes under pressure. We advise on commercial contracts from the first proposed terms through negotiation, performance and exit.
Understanding the deal
Before drafting, we establish how the arrangement will operate: decision-making authority, payment entitlement, conditions on performance and the response to delay or non-performance. We explain which provisions determine the commercial outcome and warrant negotiation.
Review and negotiation
We examine an agreement as a whole, including its schedules and related contracts. We identify exposure, test whether protections can be used in practice and distinguish essential changes from points that can reasonably be traded.
We explain the commercial purpose of our amendments and, where instructed, negotiate with the counterparty and advise on concessions against the wider deal.
Drafting and restructuring
We prepare commercial agreements from instructions and restructure drafts that leave the intended deal uncertain. The work can include payment and fee entitlement, authority and approvals, performance obligations, liability, termination and dispute resolution.
We also review how obligations pass through a chain of contracts, identifying gaps that leave a business responsible to one party without a corresponding remedy against another.
Using the contract
Advice continues beyond signature. We help clients navigate variations, notices, payment mechanisms and exit rights and put records and approval processes in place so contractual protections can be exercised when needed.
Agreements within our work
- Building contracts and subcontracts
- Professional appointments
- Commercial joint venture and shareholder arrangements
- Introducer and agency agreements
- Franchise and operating agreements
- Supply, distribution and services agreements
- Terms of trade
- Commercial funding arrangements
- Settlement agreements
Dispute provisions
We advise on the route a dispute should take, including negotiation, mediation, expert determination, adjudication and arbitration. The mechanism must suit the likely dispute and remain workable when cooperation has broken down.
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