Contract Drafting, Review and Negotiation
A contract text must turn the commercial or personal purpose of the parties into provisions that are legally enforceable. A review is not limited to checking language and form; the scope of performance, time limits, liability, security, termination, evidence and dispute resolution provisions are assessed as a whole.
The main work carried out in this scope is as follows:
- Drafting a new contract
- Reviewing a draft submitted by the other party for legal and contractual risks
- Preparing negotiation notes, revision tables and counter-proposal texts
- Setting out the parties’ performance, liability and allocation of risk clearly
- Determining the terms for maturity, payment, delivery, acceptance, inspection and reporting
- Arranging the order of precedence among the contract annexes, technical specifications, price lists and work schedules
- Determining the procedures for notices, amendments, renewal and expiry
- Preparing confidentiality, personal data, intellectual property, non-competition and trade secret provisions to suit the transaction
- Reviewing the clauses on jurisdiction, governing law, mediation, courts and arbitration
- Carrying out pre-signing checks of the final text, annexes, authority to represent and approvals
Pre-Contractual Documents and the Negotiation Process
Documents prepared before a contract is signed can also have binding consequences for the parties. What matters is not the title of the document but its content and the intention of the parties.
- Confidentiality agreements and confidentiality undertakings
- Letters of intent, memoranda of understanding and preliminary protocols
- Preliminary contracts and framework contracts
- Offers, orders, order confirmations and acceptance documents
- Exclusivity, standstill and obligations to conduct negotiations in good faith
- Pre-contractual duties to provide information and disclosure
- Liability that may arise from breaking off negotiations or providing misleading information
- Use of information shared during a due diligence review of a company, asset or project
- Conditions to be met before signing and corporate approvals
Interpreting the Contract and Filling Gaps
Disputes often arise because a provision is understood differently or because the parties never provided for a particular possibility. A review looks not only at the words but also at the real and common intention of the parties, the contract as a whole, the negotiation process, the purpose of the transaction, established practice and the principle of good faith.
- Interpreting the provisions of the contract together with each other and with the annexes
- Precedence among conflicting main text, annexes, offers and technical specifications
- Ambiguities in the provisions on definitions, delivery, price, liability and termination
- Assessing the parties’ conduct after the contract was made
- Filling matters not regulated in the contract according to the law and the nature of the work
- Determining which language version prevails in multilingual contracts
- Disputes between the apparent wording and the parties’ real intention
Main Types of Contracts Drafted and Reviewed
Each type of contract is assessed together with its own special provisions and sector regulations. The main contracts within the scope of the work are as follows:
- Sales, goods supply, framework supply and purchase contracts
- Service, consulting, maintenance, support and outsourcing contracts
- Works, project, engineering and contracting agreements
- Agency, commission and brokerage contracts
- Loan, acknowledgment of debt, settlement and payment protocols
- Confidentiality, exclusivity, letters of intent and preliminary contracts
- Dealership, distribution, commercial agency and franchise contracts
- License, technology transfer, software and cloud service contracts
- Joint venture, cooperation and project development contracts
- Share transfer, asset transfer and investment contracts
- Sponsorship, advertising, media and content production contracts
- Warehousing, logistics and transport contracts
- Promise-to-sell, lease and real estate development contracts for immovable property
- Construction in return for land share and construction works contracts
- Property contracts connected with family and inheritance law
- International sales, supply, service and cooperation contracts
Lease, employment, consumer, construction, real estate, company, intellectual property and international trade contracts are assessed together with the relevant specialized practice areas.
Which Documents Can Be Prepared at the End of the Review?
Depending on the scope of the service, a revised text showing the changes, a clean copy of the contract, a prioritized risk note and a negotiation agenda can be prepared. The scope of the work and the delivery schedule are determined after the volume of documents and the nature of the transaction are seen.
Annexes are part of the main contract
Technical specifications, price lists, work schedules and acceptance criteria should be reviewed together with the text. For documents that conflict with one another, the order of precedence, the authority to make changes and the approval procedure are set out clearly.
Final signing check
The final negotiated version, all annexes, the identities of the parties, the authority to represent and the method of signature are compared. Leaving important gaps to be filled in later, or attaching an outdated annex to the new contract, should be avoided.