Company Commercial 

Buying and Selling Business/ Merger and Acquisitions

Shareholder Agreements and Director Service Contracts

Commercial Contracts

Contracts sit behind almost every relationship a business has, whether with customers, suppliers, or other businesses, yet they’re often given less attention than the commercial relationships they’re meant to protect.

Standard templates or informal arrangements might work well enough while things are going smoothly, but they can leave a business exposed when a dispute arises or a relationship breaks down.

Commercial Contracts We Draft, Review & Negotiate

We advise on a wide range of commercial contracts, tailored to the way each business actually operates. Below are some of the agreements we often help clients put in place because there is no “one size fits all” when it comes to protecting your business.

Terms & Conditions of Sale and Supply

Standard terms for the sale of goods or services, ensuring your liability is capped, payment terms are enforceable, and title to goods passes at the right time. Essential for any business that supplies on a repeat basis

Supply and Purchase Agreements

Agreements governing ongoing or one-off supply arrangements, covering pricing, delivery, quality standards, warranties, and remedies- tailored to the specific commercial relationship and sector.

Service Agreements

Clear documentation of the services to be provided, the standard to which they will be delivered, payment terms, and what happens if either party fails to meet their obligations. 

Agency and Distribution Agreements

Carefully drafted agreements that define the agent’s or distributor’s authority, territory, and remuneration – and that protect the principal if the relationship breaks down. The Commercial Agents Regulations add significant complexity here and must be considered.

Joint Venture Agreements

Defining the purpose, governance, profit- sharing, and exit arrangements for a joint venture, whether structured as a contractual arrangement, partnership, or special purpose vehicle. Getting the structure right from the outset avoids potential problems later. 

Intellectual Property Licences

Licensing agreements for software, trademarks, patents, know-how, and other IP-whether you are the licensor or licensee. Covering scope of use, exclusivity, royalties, sub-licensing, and what happens to the licence on termination.

Confidentiality and Non-Disclosure Agreements

Whether for a one-off disclosure or an ongoing commercial relationship, a well-drafted NDA defines precisely what is confidential, who it can be shared with, and what remedies exist if it is misused.

IT and Technology Agreements

Software development, SaaS, hosting, and maintenance agreements, covering delivery milestones, IP ownership, data security, uptime obligations, and limitation of liability. Particularly important where software is being developed.

Outsourcing Agreements

Comprehensive agreements governing the outsourcing of business functions, including service levels, TUPE obligations, data processing requirements, step-in rights, and exit provisions.

Consultancy Agreements

Correctly classifying and documenting a consultancy relationship avoiding the IR35 and employment status risks that arise from poorly drafted arrangements. Covering scope of work, fees, IP, confidentiality, and termination.

Research, Development & Collaboration

Agreements governing joint R&D projects or research collaboration, including IP ownership of outputs, publication rights, commercialisation arrangements, and confidentiality.

Commercial Contracts Page

FAQ’s

Not always, under English law, most contracts can be formed orally or by conduct, without anything being written down. However, an oral contract is significantly harder to prove and enforce, because the parties will often disagree about what was actually agreed.  

Certain contracts, including those for the sale or transfer of land, and consumer credit agreements, must be in writing to be enforceable. For any commercial relationship of substance, having a written contract is not merely advisable, it is essential.

An exclusion clause is a contractual provision that limits or excludes one party’s liability for certain types of loss. Under the Unfair Contract Terms Act 1977 (UCTA), exclusion clauses in business-to-business contracts are only enforceable if they satisfy a test of reasonableness, which courts assess by reference to the circumstances at the time the contract was made.  

Blanket exclusions are frequently struck down. Properly drafted, proportionate limitation clauses, particularly those capping liability at an agreed amount, are more likely to be upheld.

Not automatically. For standard terms to be incorporated into a contract, the other party must have been given reasonable notice of them before or at the time the contract was made. Simply including them on your website may not be sufficient, particularly if the contract was concluded by telephone or in person.  

The courts have found on numerous occasions that terms were not incorporated despite being available on the supplier’s website. We advise on how to structure your contracting process to ensure your terms actually apply.

A force majeure clause excuses a party from performing its contractual obligations when a specified extraordinary event beyond its control prevents performance, such as a natural disaster, pandemic, or war. English law does not imply a general right to be released from a contract due to unforeseen events (the doctrine of frustration provides very limited relief), so without a contractual force majeure provision, you will generally remain liable for non-performance regardless of the circumstances. 

Generic templates carry significant risks. They are typically drafted for a generalised situation rather than your specific business, sector, or commercial arrangement, and they are frequently out of date with current legislation. More importantly, a template that seems comprehensive on its face may contain provisions that are unenforceable under English law, or that leave critical gaps which would not be apparent until a dispute arises.  

For anything other than the most straightforward of transactions, the cost of having a contract properly drafted or reviewed is a worthwhile investment.

This is very common, particularly when contracting with larger organisations that have standard form agreements drafted to favour their own position. You should not sign a contract of any significance without having it reviewed.  

Even where there is limited scope to negotiate the core commercial terms, understanding what you are agreeing to is essential. In many cases, there is more room for negotiation than the other party suggests, particularly on liability caps, indemnities, and termination provisions.