Contract drafting and review

The clause nobody read is the one that decides it

Commercial contracts are signed when everyone is optimistic and read when something has gone wrong. By then the document is no longer a formality: it is the only version of the agreement that counts, and the parts that were copied from a template without being read are the parts under dispute.

We review contracts with one question in front: if this relationship ends badly, what does this document actually give you.

What we look at first

• Who owns what is created. In development, design, marketing and manufacturing agreements this is usually silent, and silence favours the creator, not the payer.
• Use of the brand. Distributors and partners who register your mark in their own name, or in a market you had not reached yet, are a recurring and avoidable problem.
• Term, renewal and exit. Automatic renewals with impossible notice periods, and termination clauses that only work in one direction.
• Exclusivity. Granted broadly, with no performance obligation attached to keep it.
• Liability and indemnities. Caps that are symbolic and indemnities that run one way.
• Governing law and forum. A favourable clause in a forum you cannot practically reach is not favourable.
• Confidentiality after termination. Obligations that quietly expire with the contract.

Agreements we work on most

Distribution and supply, development and services, agency and commission, collaborations and co-branding, confidentiality, letters of intent and term sheets, shareholder and investment agreements, licensing and franchising.

What we do

We draft from scratch, review and mark up what has been sent to you, and prepare the negotiation position: what to push on, what to concede, and which clause is worth not signing over.