Commercial Contracts

We prepare and negotiate business-to-business terms for services, recurring engagements and strategic customer relationships. This includes master services agreements, order forms, statements of work, consultancy agreements and contract amendments.

The detail matters: what is included in the price, which customer dependencies must be met, when a deliverable is accepted, whether changes require additional fees, and which documents take priority if terms conflict. We address deposits, milestone payments, expenses, invoice disputes, suspension rights, renewal mechanisms and termination consequences. For recurring revenue businesses, we help align the contractual promise with the way the service is sold and delivered.

Clarify what is committed under an agreement, what depends on future orders and which period the value covers. Contract value is not guaranteed revenue.

We support buyers evaluating supplier paper and suppliers responding to procurement requirements. The work can cover professional services, operational outsourcing and the commercial terms of software or platform procurement, with specialist technology provisions addressed alongside our Technology, Data & AI practice.

We examine dependencies, subcontracting, access to records, service continuity, renewal exposure and the practical route to a replacement supplier. For an important outsourced function, signing the agreement is only part of the task: reporting, escalation, remediation and exit arrangements must also be workable. Employment-transfer, tax or regulated-outsourcing issues are identified for separate specialist input where required.

We translate a proposal into a usable delivery framework: scope, milestones, responsibilities, assumptions and acceptance criteria. Statements of work should distinguish a fixed deliverable from an evolving requirement and specify what happens when information, access or decisions arrive late.

Where service levels are appropriate, we address measurement periods, exclusions, reporting, remedies and the relationship between service credits and other contractual rights. Change-control provisions should make the effect on price, resources and timing visible before additional work is undertaken.

We assess risk allocation against the contract's economics, the consequences of failure and the parties' ability to control those risks. Our review can cover aggregate and separate liability caps, exclusions of loss, indemnity triggers, claim procedures, warranty scope, remedies and insurance obligations.

The objective is a coherent allocation, not the longest list of exclusions. A broad indemnity, an uncapped obligation or a warranty dependent on another supplier may require a different commercial decision from an ordinary drafting point. We make that distinction clear to the people authorising the deal.

We document ownership and permitted use of pre-existing materials, commissioned deliverables, brand assets and business information. That includes confidentiality agreements, contractor assignments, licences, permitted disclosures and restrictions on publicity or use of a client's name.

We also consider what must remain available after termination: access to working materials, continuing licences, return or deletion of information and obligations that survive the relationship. Software, data and AI-specific rights are addressed through our Technology, Data & AI practice.

We advise on referral, introducer, agency, distribution and collaboration arrangements. Key issues include territory, exclusivity, authority to bind a party, permitted activities, commission triggers, payment evidence, clawback, ownership of customer relationships and the treatment of opportunities after termination.

The arrangement's substance matters more than its label. We identify where agency protections, competition rules or a financial-services regulatory perimeter may require additional analysis. Legal review of an introducer arrangement is not the same as regulatory permission to conduct the activity or approval of a financial promotion.

For repeat contracting, we can develop a connected suite of documents rather than isolated templates: standard terms, order forms, statements of work, confidentiality agreements and approved schedules. Negotiation playbooks record preferred positions, acceptable alternatives, approval thresholds and points requiring escalation.

Ongoing support can be scoped around recurring contract reviews, a defined project or an agreed allocation of advisory time. Responsibilities, response arrangements and excluded work are agreed in advance; support does not transfer management decisions or operational compliance responsibility to the adviser.

We begin with the commercial model, the proposed counterparty and the points on which the business can and cannot compromise. We then agree the documents and negotiation scope, prepare the necessary drafting and work through the open issues. At completion, we explain the obligations the business must carry forward—not just the clauses negotiated away.

Can you review the other party's contract instead of drafting a new one?

Yes. A focused review can identify priority risks and propose proportionate amendments. The scope may be a particular clause set or the complete contractual package.

Can you help with a contract that is already signed?

We can review variation, renewal, termination and exit options and support a negotiated adjustment. A developing dispute requiring litigation is a separate matter for disputes counsel.

Can one template cover every customer?

Sometimes a core agreement with suitable schedules works well. Different products, customer types or jurisdictions may require separate terms. We identify the distinctions before standardising the documents.

Can you support our sales or procurement team regularly?

An agreed support arrangement can combine live negotiation with template maintenance and practical guidance. We first establish volume, priority, decision ownership and the level of support required.

A contract should connect the promise made to the customer or supplier with the operational reality: what is delivered, when payment is due, how liability is allocated and how the relationship can end. We concentrate on provisions that matter to that commercial model.

Tell us what the agreement must achieve, whether you are buying or supplying, and where the negotiation stands.