Commercial contracts & negotiations

The contracts your business runs on.

The agreements that govern your commercial relationships with customers, suppliers, partners, and the other businesses you work with. We draft, negotiate, and review these contracts to establish your rights and obligations, protect your business’s interests, and minimize risk.

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What this covers

We draft and negotiate the commercial agreements your business runs on, and review the ones you’re asked to sign, including customer and vendor contracts, service agreements, and NDAs.

Why getting this right matters

A well-drafted contract sets out the scope, payment, and what happens if something goes wrong, so when a client stops paying or a supplier underdelivers, a disagreement becomes a clause you can point to rather than a costly fight.

Drafting & negotiation

Contract drafting & negotiation

Good contracts aren’t off-the-shelf. Before we draft, we take the time to understand how your business actually operates and where you’re taking it, and what’s normal, and what’s risky, in your industry. The result is an agreement that fits your situation and is built to protect your interests and limit your risk.

Commercial agreements we draft

Our drafting process

01

Tell us about the contract

A short intake form to start: the agreement, the other party, and what you’re documenting, so we’re already up to speed by the time we talk.

02

We talk it through

We get on a call to work through the arrangement, what needs protecting, and the strategy for the deal.

03

You get a clear plan and price

A plain-language engagement letter setting out exactly what we’ll do and the fixed fee, agreed before any drafting begins.

04

We draft, negotiate, and finalize

We draft the agreement, refine it with you, and support you through negotiation until it’s signed, with a clean executed copy for your records.

Review

Contract review

Has your business been given a contract to sign? Before you commit, we read it against how you actually operate, flag the risks in plain language, and give you the edits to push back with.

A review focuses on the terms most likely to expose you, for example:

Liability and indemnities

Uncapped exposure and one-way indemnities can shift the entire risk of the deal onto your business, often far beyond the contract’s value.

Payment terms

Vague timing, weak milestones, and no late-payment or refund protection can leave you chasing money you’re owed, or paying for work that was never delivered.

Renewal and exit

Evergreen auto-renewals, long notice windows, and one-sided termination rights can keep you locked into an arrangement that no longer works, and leave your fees, work, and IP exposed when it ends.

Scope and deliverables

Loosely defined scope can leave it unclear what’s owed, by when, and what counts as done, opening the door to disputes and unpaid extra work.

Assignment and change of control

Without limits on who can take over the contract, you can end up bound to a competitor, or a new owner you never agreed to deal with.

IP and usage rights

Unclear ownership of what gets created, and broad rights over your materials, content, or data, can cost you control of your own assets.

What we deliver

A clear risk summary including:

  • a summary of key provisions
  • a summary of clauses that subject your business to risks
  • a redline showing changes we recommend you ask the other side to make

Our review process

01

Send us the contract

Send us the contract with any relevant details: the other party, your deadline, and any terms you’re concerned about.

02

We review it

We assess the terms, the risks, and anything missing, unusual, or one-sided, measured against how your business operates.

03

You get a clear summary and redlines

A plain-language summary of the key terms and risks, specific recommendations on what to push back on, and clean redlines ready to send before you sign.

Common questions

Do I need a lawyer to review a contract before I sign it?

You’re not required to, but a contract binds you once you sign, and the terms that create the most risk, like liability, indemnities, termination, and IP, are the easiest to miss. A review tells you what you’re agreeing to and what’s worth negotiating before you commit, not after.

Is it worth using a lawyer for a smaller contract?

Often, yes. The size of a contract doesn’t always match the size of its risk, a short agreement can still carry uncapped liability, broad IP terms, or an automatic renewal you can’t get out of. A focused review is usually quick and flat-fee, so you can sign a smaller deal knowing exactly what’s in it.

I’ve been sent a contract to sign, can you look it over first?

Yes, that’s our contract review service. Send us the agreement and your timeline, and we’ll read it, flag the risks in plain language, and give you a summary and recommended redlines before you sign.

What types of commercial contracts do you draft?

Customer and client agreements, vendor and supplier contracts, NDAs, licensing and distribution agreements, master service agreements, and terms of service, among others, each tailored to how your business actually operates.

What can I do if the other side doesn’t hold up their end?

A well-drafted contract sets out your options if the other side fails to perform, things like notice and cure periods, the right to terminate, and how disputes are resolved. If you’re facing a breach, we can review what the agreement entitles you to and help you weigh your next steps.

Looking at a contract?

Whether you’re drafting a new agreement or reviewing one you’ve been handed, let’s make sure the terms work for you. The first conversation is on us.

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The information above is general in nature and is not legal advice. Every situation and transaction is different, and advice tailored to your specific circumstances is required to address your particular needs. If you have questions, contact Align Counsel at info@aligncounsel.ca.