Flat-fee commercial contract drafting, review, and negotiation — customer agreements, vendor contracts, master services agreements, statements of work, NDAs, licensing agreements, and the contract infrastructure businesses need to operate predictably.
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Most businesses run on a stack of contracts. Customer agreements (master services agreements, terms of service, statements of work) define what the business owes its customers and gets paid for. Vendor and supplier agreements define what suppliers owe the business. Distribution and reseller agreements govern the channels through which the business sells. NDAs protect confidential information shared in negotiations. Licensing agreements control how IP is used. Each contract type has its own framework, and getting them right is the difference between predictable operations and recurring disputes.
The right framework for a specific contract depends on what risk the business is willing to absorb and how much leverage it has in the relationship. A small SaaS company selling to enterprise customers typically has less leverage than its customers and ends up agreeing to substantial liability and indemnification obligations. A large brand contracting with small vendors typically has more leverage and pushes substantial obligations onto the vendor. We draft and negotiate to match the business's actual leverage and risk tolerance — not to the contract terms a competitor or template uses.
The three places where commercial contracts most often go wrong: (1) limitation of liability provisions that don't actually limit liability the way the business thinks they do (excluding gross negligence, IP infringement, or confidentiality breaches creates exposure that surprises business owners later); (2) payment and termination terms that don't match how the business actually operates (net-30 terms when the business needs payment in advance, termination-for-convenience clauses that let customers walk after the business has invested in onboarding); and (3) IP ownership and license-back provisions that get reversed (the business thinks it owns the work product; the contract gives ownership to the customer with a license back to the business). We focus on these areas during review.
For new contract templates — a master services agreement the business will use with all customers, a vendor template, a partnership framework — we start with the business model and work backward. What does the business sell, to whom, on what terms. What are the risk areas the business needs to protect (IP, payment, performance, liability). What does the customer or vendor need from the contract. What's standard in the industry vs. what's customizable. We then draft a contract that fits the business; templates work for generic situations but rarely match a specific business's risk profile.
For contracts the business is reviewing on receipt — typically the counterparty's standard form, sent for the business to sign — we review and identify the provisions that matter most, propose modifications, and negotiate with the counterparty's attorney. Common pushback areas: limitation of liability (counterparty's caps are often too low and exclude critical categories), indemnification (often one-sided in counterparty's favor), payment terms (sometimes longer than market), termination rights (often asymmetric), IP ownership (frequently misaligned with what the business expects).
For businesses that sign many contracts of similar type — a SaaS company with 5+ customer contracts per week, a marketing agency with new client engagements monthly — we develop template-based systems. The template is drafted once with attention to the business's specific risk profile. A negotiation playbook documents the business's positions on commonly negotiated provisions (the falling-back positions on liability cap, indemnification, etc.). Internal teams can then handle most contracts; we engage on the unusual or higher-stakes ones.
NDAs are the most over-used contract in business and the most commonly drafted poorly. A well-drafted NDA actually protects confidential information without restricting normal business behavior; a poorly-drafted NDA creates compliance traps that can be triggered accidentally. The most common drafting issues: an overbroad definition of "confidential information" (treating publicly available facts as confidential), no exclusion for independently-developed information, no time limit (perpetual obligations create indefinite liability), and one-way protection that should be mutual. We draft NDAs that actually work — not the 8-page intimidation documents that some firms produce.
Licensing agreements grant or receive rights to use IP — software licenses, content licenses, trademark licenses, patent licenses. The framework varies by IP type but the structural questions are similar: what IP is licensed (specifically), what rights are granted (exclusive vs. non-exclusive, term, territory, fields of use), what restrictions apply (prohibited uses, sublicensing rights), what happens at termination, and what the financial structure looks like (lump sum, royalty, hybrid). We draft and negotiate licensing agreements across IP types, with attention to the financial structure that matches the parties' actual relationship.
Pricing scales with contract complexity and the work involved. NDAs and simple service agreements price modestly. Master services agreements and complex licensing deals price higher. Volume work (template development plus playbook documentation) typically prices as a project rather than per-document.
For businesses that sign contracts regularly, we sometimes structure ongoing relationships — a fixed monthly or quarterly fee for a defined volume of contract work — rather than per-document pricing. This works particularly well for businesses with predictable contract volume.
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Always review before signing. Almost every long-form commercial contract has at least 2-3 provisions worth negotiating — typically limitation of liability, indemnification, IP ownership, and termination rights. Many counterparties expect negotiation and will agree to modifications. The cost of review is small relative to the cost of agreeing to terms that turn out to be problematic. We often see contracts where 90% of the document is fine and 5-10% has provisions that warrant pushback.
Master Services Agreement (MSA) is the framework agreement governing the relationship — payment terms, liability, termination, IP, confidentiality, and other terms that apply across all work. Statement of Work (SOW) is the specific project document — what's being delivered, when, by whom, for how much. Companies that work with the same vendor or customer over time use an MSA + SOW structure: sign the MSA once, then sign individual SOWs for each project under the MSA terms.
Templates are fine for low-stakes situations and for businesses that haven't yet developed a contracting practice. Lawyer-drafted contracts are appropriate when the contract type is going to be used at scale (a customer template that 100 customers will sign) or when individual contracts have substantial dollar amounts or risk exposure. Most businesses benefit from having lawyer-drafted master templates that internal teams then use across many transactions, with lawyer engagement on unusual or high-stakes individual contracts.
Limitation of liability provisions that don't actually limit liability the way the business thinks. Standard 'caps liability at fees paid in the prior 12 months' clauses often exclude critical categories — gross negligence, IP infringement, breach of confidentiality, indemnification obligations — that can lead to liability far exceeding the cap. Many business owners assume the cap means total exposure is capped; it usually doesn't. We focus on these provisions in every review.
For simple, mutual NDAs from established counterparties, often yes. For NDAs received from sophisticated counterparties (large companies, investment firms), or for one-way NDAs being used to receive sensitive information, review is worth the time. The most common NDA problems: overbroad definitions of confidential information (treating things that aren't actually confidential as protected), no exclusions for independently-developed information, no time limits, and one-way structure when mutual is appropriate. NDAs aren't always benign documents.
Flat fee per contract or per project, set in writing before any work begins. Pricing scales with complexity. Volume work for businesses with regular contracting needs sometimes prices as a fixed-fee retainer rather than per-document. Get a free quote in under an hour.
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