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Practice · Commercial Contracts

Commercial Contracts

The contracts that run a business — drafted and negotiated with the deal economics in mind, not just the legal boilerplate.

What we handle

Commercial contracts are where most companies live — the MSAs, SOWs, SaaS terms, NDAs, vendor agreements, and partnership contracts that accumulate as a business grows. Most of them look alike, most of them get signed without much thought, and most of them bite someone eventually.

  • Master Services Agreements (MSAs) and Statements of Work (SOWs) — vendor-side and customer-side
  • SaaS and technology agreements — terms of service, subscription agreements, data processing addenda
  • Software and content licensing — inbound and outbound, including IP ownership and derivative-works provisions
  • Distribution, reseller, and channel partnership agreements
  • Strategic partnership and joint-marketing agreements
  • Non-disclosure agreements (mutual and one-way) and confidentiality provisions
  • Employment agreements, offer letters, IP assignment, and restrictive covenants (within the constraints of California law)
  • Independent contractor and consulting agreements, including 1099 classification analysis

Our approach

We draft contracts around your actual deal economics and operational pattern — not around a template pulled from the shelf. That means spending a few minutes understanding what the business actually does in the transaction before opening the document.

For contract-review engagements, we distinguish between the two or three provisions that really matter for the deal and the dozens of boilerplate provisions that don’t. We flag issues with commercial context — what the provision would actually mean if exercised — so you can make informed decisions about what to push on and what to accept.

Pricing

We offer hourly, flat-fee, and volume-based arrangements for commercial contract work. For companies that generate recurring contract volume, outside-GC-style retainers often produce the most predictable spend.

Questions

Frequently asked.

What’s the difference between an MSA and a SOW?

A Master Services Agreement (MSA) sets the standing legal and commercial framework between two parties — confidentiality, IP ownership, liability limits, payment terms, termination, dispute resolution. Individual engagements run under the MSA through Statements of Work (SOWs), which specify the scope, deliverables, timeline, and fees for that particular project. The MSA is negotiated once; SOWs are signed as engagements come up. The structure saves substantial time on repeat engagements between the same parties.

Do you handle SaaS terms of service and privacy policies?

Yes — both the commercial agreement (subscription terms, service levels, uptime commitments, data processing) and the privacy and data-protection documents (privacy policy, data processing addendum, standard contractual clauses for international data transfer). For privacy-heavy products, we coordinate with specialist privacy counsel when the matter merits it.

How do you price contract work?

Simple template work (NDAs, contractor agreements, straightforward vendor contracts) is usually handled on flat fees. Substantive drafting and negotiation is typically hourly. For companies with recurring volume — a dozen or more contracts a month — outside-GC retainers deliver the most predictable spend. We’ll propose a structure that matches your actual volume pattern rather than default to hourly.

Get in touch

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Tell us a bit about what you’re working on. We’ll come back within one business day with a clear sense of fit, scope, and budget.

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