Commercial Agreements & Contracts
A good commercial agreement should make the arrangement clear
Commercial agreements establish what the parties have agreed to do, what each party expects from the other and what happens if circumstances do not go according to plan.
The legal drafting matters. So does understanding the commercial arrangement behind it.
At Watt & Severin, we prepare, review and advise on commercial agreements for businesses and individuals. We take the time to understand what the parties are trying to achieve so that the legal documentation reflects the practical arrangement rather than simply recording it in legal language.
How can we help?
Preparing Agreements
Turning a commercial arrangement into clear and effective legal documentation.
Reviewing Contracts
Understanding a proposed agreement and its risks before you sign.
Changing Existing Agreements
Documenting variations and changes when commercial arrangements evolve.
Contract Issues & Disputes
Understanding your rights and options when an agreement is not working as expected.
Preparing Agreements
Start with the commercial arrangement
Before drafting an agreement, we want to understand what you are trying to achieve.
Who are the parties? What is each party expected to provide? How and when will payment occur? How long is the arrangement intended to last? What risks need to be addressed? What should happen if something changes or one party does not perform its obligations?
Those questions help determine what the agreement needs to do.
We can assist with preparing a range of commercial agreements and related documentation appropriate to the particular transaction or business relationship.
Depending upon the arrangement, an agreement may need to deal with matters such as:
the respective obligations of the parties;
price, payment and adjustment arrangements;
the duration of the agreement;
performance requirements;
warranties and representations;
confidentiality;
intellectual property;
liability and indemnities;
insurance requirements;
termination rights;
restraints where appropriate;
dispute resolution; and
obligations continuing after the agreement ends.
The objective is not to make an agreement longer or more complicated than it needs to be.
It is to make the arrangement sufficiently clear so that the parties understand their obligations and foreseeable problems have been considered before they arise.
Need a commercial agreement prepared? Talk to Watt & Severin.
Reviewing Contracts
Understand the agreement before you sign it
Being given a contract does not mean you need to accept it as presented.
Before signing, it is important to understand what the agreement requires of you, what rights it gives the other party and where the commercial or legal risks lie.
We can review a proposed agreement, explain its effect and identify provisions that may require clarification or negotiation.
A contract review is not simply about identifying clauses that could theoretically create risk.
The significance of a particular provision depends upon the transaction, the parties and what you are trying to achieve.
We focus on the issues that matter to the proposed arrangement and help you understand the choices available before you commit.
Have you been asked to sign a commercial agreement? Talk to us before you sign.
Changing Existing Agreements
Commercial arrangements change
An agreement that suited the parties when it was originally signed may need to change as the relationship develops.
The parties may agree to change pricing, responsibilities, timeframes, the scope of services or other aspects of their arrangement.
Where an existing contract is being changed, those changes should be documented clearly.
Informal changes can create uncertainty later about what was agreed and whether the original contract continues to apply.
We can review the existing agreement, advise on the proposed changes and prepare appropriate variation or replacement documentation.
Contract Issues & Disputes
When the agreement is no longer working as expected
A contract issue can arise because one party has not performed an obligation, because the parties disagree about what the agreement requires or because circumstances have developed in a way that was not anticipated when the contract was signed.
Before deciding what to do, it is important to understand:
what the agreement actually requires;
whether a contractual obligation has been breached;
what rights or remedies may be available;
whether any notice or other procedural requirement must be followed;
what outcome you are trying to achieve; and
the commercial consequences of the available options.
We can review the agreement and surrounding circumstances, explain your legal position and help you determine an appropriate response.
Not every contractual disagreement needs to become litigation.
Where there is a practical commercial solution, we can help explore it. Where formal action is necessary, we can advise on the appropriate next steps.
Contracts should support the business relationship
A commercial agreement is sometimes approached as something to put away once it has been signed.
Ideally, it should be a useful reference point for the relationship.
A clear agreement helps the parties understand what they have promised to do, provides a framework when circumstances change and gives them somewhere to start if a disagreement arises.
That is why understanding the commercial relationship is as important to us as understanding the legal drafting.
Talk to us early
The best opportunity to address uncertainty in a commercial agreement is generally before it is signed.
If you are negotiating an arrangement, have received a proposed contract or need an existing agreement reviewed, involve us while there is still an opportunity to consider the terms.
If a problem has already arisen, send us the agreement and tell us what has happened.
We can help you understand your position and what options are available.
Talk to Watt & Severin about your commercial agreement.