Contract solicitor for business contracts

I’m a contract solicitor for businesses. Most of this work is either a contract review, where someone has sent you their contract and you want to know what you’re signing, or drafting, where you need a contract written for a deal which you’ve already agreed in principle. I act for companies and business owners across England and Wales. I don’t advise on employment contracts here (those are under employment contracts and handbooks) and I don’t act for consumers.

A commercial contract can be for anything which your business is buying or selling, whether that’s a one-off order for some stock or a five-year framework agreement worth millions. Either way, a written contract should record what was agreed and protect your business’s position, while remaining workable for both sides day to day.

What happens when you send me a contract

You send me the contract with a line or two on what the deal is and what’s worrying you, and I read enough of it to confirm the fee and to tell you if there’s any reason why I shouldn’t act. Once that’s agreed in writing, I read it in full.

What you get back is a marked-up copy of the contract and a note in plain English. The note covers what the contract commits you to, the clauses I’d push back on and what I’d ask for instead, and the clauses which look alarming but are normal. If you want me to deal with the other side directly and negotiate the changes, I can do that too, and I’ll quote for it separately once it’s clear how far apart the two sides are.

A contract review starts at £750 plus VAT, depending on the length and complexity of the contract. A very long agreement, or a bundle of several documents, will cost more and I’ll tell you the fee before I start. I turn reviews round within 10 business days, and sooner where it’s urgent, so do tell me if there’s a signing date.

Why have a contract reviewed by a solicitor

You might think that paying for a review is a waste of money, as you’ve read the contract and it seems fine. Quite possibly that’s true, but the clauses which cost small businesses money are rarely the ones that stand out on a first read.

Limitation of liability is the obvious example, where the other side caps what it can ever owe you at a small figure while your exposure to them is unlimited. Indemnities can have a similar effect, as they make you pay for a whole category of loss whether or not it was your fault. Term and termination clauses also need checking, because businesses are often caught out by contracts which renew automatically for another year unless notice is given in a narrow window, and by contracts which the other side can end on 30 days’ notice when you’ve just hired staff to deliver them. Payment terms, set-off rights and who ends up owning the intellectual property in whatever gets created are the other areas I look at. I’ve written a longer piece on the key clauses in a contract if you’d like the detail.

The best advice is to have the contract looked at early, and ideally before work starts. If you start performing a contract you haven’t signed, you may well be treated as having accepted its terms anyway. Contracts can also be made by email and WhatsApp far more easily than people think, and I’ve written about a $1.7m deal which was formed in exactly that way.

Having a contract reviewed now is also much, much cheaper than going to court over a contract dispute later. I don’t run contract disputes myself, so if yours has already gone wrong, I’ll read what you send me, work out which of my Nexa colleagues is best placed to help and introduce you. They quote their own fee, and there’s more on the contract disputes page.

Commercial contracts I review and draft

I review and draft supply of goods and supply of services agreements, including framework and manufacturing agreements. I also deal with distribution agreements and agency agreements, where the Commercial Agents Regulations can give an agent rights on termination which the contract doesn’t mention. Software work includes licences, SaaS agreements and development contracts, and I draft IP licences, where the negotiation is usually about scope, exclusivity and what happens to improvements.

Some contracts have their own pages because there’s more to say about them, and those are your standard terms and conditions, shareholders’ agreements and joint venture agreements.

Which side you’re on and whose contract it is

The work depends on which side you’re on. If you’re the supplier, you want to be paid on time, to limit what you can be sued for and to keep ownership of your own know-how. If you’re the customer, you want the goods or services delivered to a proper standard, a remedy if they aren’t, and a way out of the contract. Whether you’re the buyer or the seller, I can review or write a contract which works for you.

It also matters whose document it is, because if the contract is on a much larger customer’s standard terms, they are unlikely to agree to a wholesale rewrite, so my advice will be about the three or four points which are worth arguing over and which risks you can live with. When it’s your document, what’s important is that it is fair and balanced between both parties, as a fair contract will usually be signed quickly whereas a one-sided one can take two months to negotiate.

NDAs

You often don’t need a solicitor for a simple NDA. For a straightforward two-way confidentiality agreement, the free oneNDA standard is widely used and does the job. If you’ve been sent one and just want a quick sense of whether it’s unusual, QuickLegalCheck is an AI document review service which I helped design. It’s separate from my legal practice and isn’t a regulated legal service, so you should treat it as a first look and it isn’t legal advice.

Where an NDA comes with non-compete, non-solicitation or non-circumvention clauses added to it, it is no longer a simple document and it is worth having it reviewed properly. I’ve written about what an NDA is and when you need one.

What drafting costs

Drafting is also done for a fixed fee, which I quote once I know what the deal is. As a guide, most contracts come in between £1,500 and £3,000 plus VAT, and more for something long or heavily negotiated. The fee and the scope are agreed in writing before I start.

Next steps

If you’d like me to review or draft a contract, send me the contract with a couple of lines on the deal, which side you’re on and when it needs signing, and I’ll come back to you with the fixed fee and a date.