Contract Drafting Lawyer
Contract negotiation involves more than accepting or rejecting terms. Business deals require give and take. Each party wants favorable terms. Successful negotiation finds middle ground both parties accept. Negotiating contracts means understanding which points are critical, which are negotiable, which don't matter much. Some clients want to fight every clause. Others accept unfavorable terms without question. Strategic negotiation prioritizes important terms while conceding less important ones. Perfect contracts that negotiations never close serve clients no better than terrible contracts signed immediately.
Payment terms require precision about amount, timing, and consequences of non-payment. Vague payment provisions create disputes. Does '30 days payment terms' mean 30 days from invoice date, delivery date, or month end? What happens if payment is late—interest, penalties, right to suspend performance? Some contracts specify milestone-based payments. Others use time-based schedules. Still others link payment to performance metrics. Translating general payment discussions into specific enforceable terms that answer practical payment questions prevents disputes about payment mechanics.
Termination clauses determine how parties exit contracts. Some contracts allow termination only for cause—breach of specified terms. Others allow termination for convenience—either party can exit by giving notice. Termination provisions must address consequences—what happens to work in progress, partial payments, confidential information, ongoing obligations. Poorly drafted termination clauses create disputes about whether termination was valid and what obligations survive. Ensuring termination provisions address both trigger for termination and mechanics of unwinding relationship prevents post-termination disputes.
Liability limitation and indemnity provisions allocate risk between contracting parties. Without specific provisions, general law determines liability. Contracts often modify defaults—capping liability at contract value, excluding consequential damages, requiring indemnification for third-party claims. Sophisticated parties negotiate liability provisions carefully. Unsophisticated parties accept whatever terms are proposed without understanding implications. Explaining liability provisions in plain language matters—if something goes wrong, who pays for what, are there caps or exclusions. Liability provisions matter most when they are needed, which is usually too late to negotiate better terms.
Dispute resolution clauses determine what happens when contract disputes arise. Some contracts specify litigation in particular courts. Others require arbitration. Still others mandate mediation before litigation. Choice affects speed, cost, confidentiality, and enforceability. Arbitration is faster but expensive. Litigation is slower but has more procedure. Mediation is conciliatory but non-binding. Helping clients choose dispute resolution mechanisms matching their priorities and understanding likely disputes matters. Sophisticated parties consider dispute resolution carefully. Many parties ignore it until disputes actually arise, then discover they're bound by unfavorable dispute resolution terms.
Contract review involves analyzing agreements proposed by other parties. Clients receive contract drafts from vendors, customers, or partners and need legal review before signing. Review requires identifying problematic provisions, assessing overall risk, and advising whether to sign as-is, negotiate changes, or walk away. Some contracts have major issues requiring significant renegotiation. Others have minor problems worth noting but not worth fighting. Still others are reasonable as drafted. Distinguishing between fatal flaws, negotiable problems, and acceptable terms is more useful than treating every imperfection as equal concern. Contract review is risk assessment, not perfectionism.
