Contracts govern the commercial relationships that are the lifeblood of a business.
You may have heard some version of the saying, “no one is going to read a commercial contract until there is a dispute.” This is upside-down: there are disputes because no one reads commercial contracts. And who can blame them? The contracts one routinely encounters, including many of those that come from highly regarded and well resourced legal organizations, are bloated with excessive language from generations of thoughtless copying and pasting and saddled with archaic or esoteric terminology that obscures meaning rather than clarifying it. The result, in the words of contract drafting expert Ken Adams, is “a disconnect between what’s in the contract and what people think is in the contract.”
This is an unfortunate state of affairs. Clients need to know what their contracts say, for business reasons as well as legal ones. At goodcounsel, we draft contracts that our clients will read and understand and that protect their essential interests.
What is a commercial contract?
A commercial contract governs the relationships that enable your company to thrive (e.g., with a customer or vendor). It is as much a business document as a legal one; it is important not just to protect your business if a dispute occurs, but as importantly, to avoid disputes – that is, to ensure that the parties are in alignment on the business terms of the relationship.
A good commercial agreement clearly defines each party’s rights and obligations and contains the necessary legal provisions necessary to redner it enforceable in convenient jurisdictions in a manner to which the parties agree.
A commercial contract is a living and breathing document that requires maintenance. Even if you have a solid contract in place now, businesses evolve and laws change. The contract may need to be revised to reflect these changes. A knowledgeable lawyer can guide you through any periodic updates by asking the right questions.
How does goodcounsel help with commercial contracts?
goodcounsel regularly assists clients with drafting, reviewing, and negotiating a variety of commercial contract types, including:
- services agreements, such as master services agreements (MSAs) and statements of work (SOWs)
- software-as-a-service (SaaS) and software development agreements
- terms of use and privacy policies
- loan agreements
- leases and subleases; and
- non-disclosure agreements (NDAs)
While lawyers typically view their job as dealing with only the contract in front of them, goodcounsel searches for opportunities to have a more significant positive impact on a client’s business, such as by developing systems and processes to more effectively generate and manage its commercial contracts as a portfolio. This entails:
- Developing clean, clear contract templates that embody the client’s preferred language and positions and updating these templates.
- Maintaining a contract “playbook” to track the client’s alternative and fallback positions on all issues in its templates.
- Tracking key contract dates and filing signed contracts.
- Assisting with client business team management and process automation.
As part of our innovative approach to practicing law, we go one step further: for clients with significant contract volume, we offer document automation services to program their templates and playbook rules into a web-based contract generation engine, which the client’s personnel at various levels of the organization can access to generate ready-to-use documents on demand.
How much will this cost?
Contract drafting, reviewing, and negotiating are typically handled on an hourly basis.
If you are interested in the managed contract services described above, we will work with you to develop a fixed-fee project to develop your contract templates and playbook, and a monthly subscription plan to keep the templates updated and provide your team with access to the document generation platform.
How long will this take?
We will be glad to provide you with an estimate after discussing your contracting needs.
Can I just do this myself?
Contract drafting is not an activity for the faint-hearted; expressing business terms in clear, concise language is harder than it may seem. Commercial contracts contain provisions to address legal issues such as intellectual property and data ownership, indemnification, insurance, and limitations of liability. A goodcounsel lawyer will guide you through all of the necessary provisions and ensure that the final agreement reflects the company’s objectives and risk tolerance. The time and effort spent on high-quality drafting now will reduce the chances of misunderstandings and costly disputes later on.