Commercial Contracts & Transactions

The question

You have a contract to write, a contract to sign, or a deal to close. It may be a supply agreement with a manufacturer, a distribution network for a new market, a SaaS subscription, a services framework with a consultancy, or the sale of part of your business. In each case you want the same things: terms that match the commercial deal, no surprises when something goes wrong, and a clear picture of what each party must do after signature.

The difficult clauses are rarely the price. They are ownership of what is created under the contract, liability caps and indemnities, personal data, and what happens on exit. In technology and IP-heavy deals these are also the clauses a general form handles least well.

Clients usually come to us in one of four situations: a counterparty has sent its standard terms and a deadline, a growing business needs its own set of contracts instead of ad hoc emails, an existing relationship is changing (a new market, a new product, a new supplier), or a transaction is being prepared and the contracts will be read by the other side's advisers.

Our approach

We start from the commercial deal and your position in it: buyer or seller, stronger or weaker party, one-off or ongoing. For an ongoing relationship we usually recommend a framework with orders or statements of work underneath, as explained in Master Services Agreements and SOWs. For the wider picture, our map of commercial contracts shows where risk and value normally sit.

We then apply the rules that shape what can be agreed. Contract law is largely national in the EU, so we first look at which country's law governs the contract and which court decides disputes, using the EU rules on choice of law (Rome I) and jurisdiction (Brussels I bis). EU law does harmonise some points that matter: competition law, notably the Vertical Block Exemption Regulation (EU) 2022/720 for distribution, the Commercial Agents Directive, late payment between businesses, and data protection. The rest differs per member state. National law may let courts reduce disproportionate penalty clauses, allow renegotiation when circumstances change, apply unfair-terms rules to B2B contracts, or protect distributors when an exclusive distribution ends. Countries handle these points differently, and we check the country that applies to your deal. Our articles on distribution and reseller agreements and manufacturing and supply agreements go into the detail.

Our technology supports each step. Our Document Studio produces drafts in our house style from a short brief and our clause library. When the other side sends its paper, the contract review tools we use compare it with our playbook and flag issues clause by clause. After signature, the rights and obligations register keeps track of notice periods and option windows. For transactions, our data room gives a controlled environment for due diligence and for procurement processes. In every case a lawyer reviews and signs off before anything leaves the firm.

Where the deal touches software, AI or procurement, we also cover the specific points: SaaS agreements, AI clauses in vendor contracts and running an RFI or RFP.

A typical case: a software company in Ghent is about to sign a three-year reseller agreement on the other side's paper. We review it against our playbook, send you a ranked list of issues, and propose redlines on the liability cap, the exclusivity and the exit. You decide which points to push. After signature, the register keeps the notice date for non-renewal in view, so that the contract does not roll over unnoticed.

What you get

Depending on the matter, you receive:

• a contract, or a framework with order forms, in Word, in English, Dutch, French or German;
• a review note on a counterparty draft, with the issues ranked by risk and proposed redlines;
• negotiation support, including a position list that separates must-haves from trade-offs;
• a short summary of the main rights, duties and dates after signature, with reminders for notice periods;
• for transactions, the IP, data and tax points of the deal assessed alongside the contract.

We scope the work before we start, so that you know what the contract will involve.

The attorney decides at three points: which playbook position applies to your deal, which findings of the review are worth raising, and what is finally proposed to the other side. Nothing is sent without that sign-off.

Next step

Send us the draft you received, or describe the deal you want to put on paper. We will tell you what we would do and in what order.

Schedule a meeting or contact us.