Commercial Transactions

Most of a company’s day-to-day legal risk sits in the agreements it signs to do business — with customers, suppliers, and the vendors it depends on. A handful of terms decide who’s responsible when something goes wrong, what each side can do with the other’s data and technology, and what happens if the arrangement has to end. We draft those agreements and review the ones put in front of you — with the depth of a large corporate firm and the directness of a boutique — paying attention to the clauses that carry the consequences.

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Why the contract is where the risk is

A commercial relationship feels like it’s built on the working relationship. Legally, it’s built on the document. When something goes wrong — a missed delivery, a data incident, a disagreement over what was promised — the contract is what decides who carries the cost, and by then the terms are fixed. The work is making sure the agreement reflects the deal you think you’re doing, before it’s signed rather than after it’s tested.

The agreements this covers

We work across the contracts that run a business:

• Customer and vendor agreements — the terms you sell and buy on.
• Supply and procurement arrangements — the relationships the business depends on.
• Software, technology, and licensing deals — SaaS terms, master services agreements with their statements of work and order forms, and the licences underneath them.
• Non-disclosure agreements — the NDAs that precede most of the above.

The form varies; the questions underneath are consistent.

The clauses that decide exposure

A commercial agreement lives or dies on a handful of terms, and these are the ones we read closely:

• Limitation of liability — and whether the cap is a number the business can absorb.
• Indemnities — what they cover, and which direction they run.
• IP ownership — who owns what’s created or used under the contract.
• Data and confidentiality — each side’s obligations, including what must happen if information is lost or exposed.

We make sure those terms reflect the deal you intend, not a one-sided default.

Reviewing the other side’s paper

Much of this work is reacting to a counterparty’s standard form — a vendor’s master agreement, a customer’s procurement terms, a platform’s licence. Those documents are written for the other party. Before you sign, we read them for the points that matter to you, mark up what should change, and tell you plainly which terms are worth negotiating and which aren’t — so you’re not spending leverage on the wrong clause.

Where the judgment comes in

Commercial work is advisory by nature — it turns on your business, your counterparty, and what’s being traded — so we scope it to the deal in front of you rather than a template. A straightforward NDA is quick; a master services agreement with real liability and IP at stake is judgment-heavy work, and we handle it that way, directly, by the lawyer responsible for your matter.

Who we work with

We act for companies selling on their own paper and signing onto someone else’s, growth companies standardizing the contracts they use most, and businesses reviewing a vendor or customer agreement before it goes back signed. Whatever’s on the desk, you work with the lawyer handling your matter — drafting your templates or marking up theirs.

How we work

• Large-firm experience, boutique focus. The depth of commercial drafting and negotiation clients would expect from a much larger firm, delivered at a scale where they’re known rather than numbered.
• Senior attention, directly. You deal with the lawyer responsible for your matter, not a rotating team.
• Scoped, and clear on cost. We tell you what the work involves and what it will cost before it starts, scoped to the agreement in front of you.
• Practical about leverage. We focus on the terms that carry real consequence and tell you which ones aren’t worth the negotiation.

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Common questions

• A vendor sent their standard contract — should I just sign? Have it reviewed first. Standard forms are written for the side that wrote them; we mark up what should change and tell you which terms are worth pushing on.
• Which clauses actually matter? Usually the limitation of liability (and whether the cap is one you can absorb), the indemnities and which way they run, who owns the IP created or used under the contract, and the data and confidentiality obligations.
• Do you handle SaaS and technology agreements? Yes — SaaS terms, master services agreements with their statements of work and order forms, licences, and the NDAs that precede them.
• Is there a fixed fee? Commercial work is advisory by nature — it turns on your business and your counterparty — so we scope it to what you’re signing rather than fit it to a kit.
• Can you work on both our paper and theirs? We draft the templates you send out and review the agreements put in front of you.

What comes next

Commercial contracts sit next to the IP and technology ownership they often turn on, and the body of agreements a buyer examines in a sale. They’re part of the firm’s broader advisory and transactional work. We can take a single agreement, or act as your ongoing corporate counsel across all of it.

If a contract is on your desk, talk to us before it goes back signed.

Tell us what you’re signing or sending out, and you’ll hear back from the lawyer who would handle it.

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