Contracts
Know what you are agreeing to before you sign.
Focused review of the agreement in front of you, and drafting built around the deal you have actually agreed rather than a template adapted to fit.
Contract review
What a review looks at
Not every clause matters equally. The advice is organised by what is actually likely to affect you, not by the order the clauses happen to appear in.
Contract review in detail- Commercial obligations and what you are actually promising to do
- Payment terms, and what happens when an invoice is late
- Liability, caps and the exclusions that undo them
- Indemnities, which are frequently missed and rarely symmetrical
- Warranties and the consequences of breaching them
- Termination, notice and what survives the end of the agreement
- Exclusivity and minimum commitments
- Intellectual property: what is assigned, licensed or retained
- Confidentiality and data protection responsibilities
- Restrictive covenants and non-solicitation
- Governing law, jurisdiction and how disputes are resolved
- Terms that are missing altogether
Scope
Three levels of review
The right level depends on the value of the agreement and how much of the negotiating you want to do yourself. We will tell you which we think is proportionate.
Focused review
The major commercial and legal risks, in a short written summary. Suited to straightforward agreements where you need a clear answer quickly.
- Full read of the agreement
- Written summary of the material risks
- The two or three points worth raising
Detailed review
A clause-by-clause review with written comments. Suited to agreements of real value, or where the terms have been negotiated and you need to know what changed.
- Clause-by-clause legal and commercial analysis
- Written comments against the document
- Suggested amendments for the points that matter
Review and redraft
The detailed review, plus marked-up amendments you can send to the other side, and a call to talk through the negotiating position.
- Everything in the detailed review
- Tracked amendments to the agreement
- A follow-up call
Fees depend on the length and complexity of the agreement and are confirmed in writing after the document has been seen. How fees work.
Contract drafting
Contracts written around the deal you have agreed.
Drafting starts with a conversation about the commercial terms. The document follows from that, not the other way round.
- 01
The brief
We start with the commercial terms rather than the document. Most drafting problems turn out to be decisions that have not been made yet.
- 02
Scope confirmation
The scope, the revision allowance and the fixed fee are confirmed in writing before drafting starts.
- 03
First draft
A complete first draft, with notes on the decisions taken and anything still needing your answer.
- 04
Your comments
You mark up or discuss; we work through the points together.
- 05
Revisions
Amendments within the agreed allowance, so the cost does not drift.
- 06
Final version
An execution version, formatted for signature, with a note on how it should be signed.
Agreements
Where we are most often instructed
- 01
Contract review
You have been sent an agreement and you need to know what it actually says before you sign it. A review tells you where the risk sits and which points are worth pushing back on.
- 02
Contract drafting
You have agreed something commercially and now it needs to be written down properly. Drafting starts from your terms rather than from a template that has to be bent to fit.
- 03
Consultancy and services agreements
Agreements for consultants, agencies and advisers, whether you are the one providing the services or the business engaging them.
- 04
Shareholder and founder agreements
The agreement that decides who controls the company, what happens to shares when someone leaves, and how disagreements are resolved before they become disputes.
- 05
NDAs and confidentiality
A confidentiality agreement is short, which is why people sign them without reading. The obligations they create can last for years and reach further than expected.
If what you need is not listed, describe it when you enquire. Some agreements need a solicitor with a different specialism, and we would rather tell you that at the start.
Questions
Common questions
- Should I have the contract reviewed or redrafted?
- If someone has sent you their agreement, start with a review. If you need your own agreement, or the one you have been sent is beyond fixing, drafting is usually better value than amending it clause by clause.
- Can you work to a deadline?
- Often, but we will not promise a turnaround before seeing the document. When you enquire, tell us the deadline and you will get an honest answer about whether it can be met.
- Do you use templates?
- Precedents are a starting point for structure, in the same way any competent practice uses them. What we do not do is send you a template with your name inserted and call it bespoke drafting.
- Which law do you advise on?
- The law of England & Wales. If your agreement is governed by another jurisdiction's law, we will tell you at the outset rather than after you have paid.
Send the agreement and we will tell you what it commits you to.
Scope and fee are confirmed in writing once the document has been seen, before any work begins.