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COMMERCIAL CONTRACTS
A well-drafted contract serves as a shield, safeguarding your business from legal risks and bolstering its financial health. When you choose our firm to draft or review your commercial contracts, you can enjoy the confidence that your business interests are secure, and you are shielded from unintended legal liabilities, providing you with peace of mind.
WHAT IS THE PROCEDURE FOR WORKING WITH US IN REGARD TO YOUR COMMERCIAL CONTRACT?
When you decide to engage our business law firm’s services for the purpose of drafting or reviewing a commercial contract, we will conduct an initial consultation where we will seek to learn more about your business and your financial goals. Once we clearly understand your legal and business needs, we will then proceed to draft or review the commercial contract as necessary. We always provide you with options regarding various clauses and we never include terms in your contract which we have not clearly explained to you. We are highly skilled at drafting complex commercial clauses with the goal that only one possible interpretation should follow once a reader reviews the specific clause. We draft all contracts with a “forward-looking lens” in the sense that we look to predict any gaps or loopholes in the contract. Our contracts are highly customized and tailored to our client’s specific situation. Finally, contracts drafted by our firm are reviewed multiple times with you throughout the different stages to ensure your industry-specific knowledge is included in the terms of the commercial contract.
THE TYPES OF COMMERCIAL CONTRACTS WE DRAFT
We have extensive experience drafting and reviewing commercial contracts including but not limited to:
Corporate Structure & Ownership Agreements
- Shareholders’ Agreements
- Partnership Agreements (General, Limited, LLP)
- Joint Venture Agreements
- Unanimous Shareholder Agreements
- Incorporation Resolutions and Organizational Documents
- Corporate Reorganization Agreements
- Buy-Sell Agreements
- Voting Trust Agreements
- Confidentiality and IP Assignment Agreements (founder/shareholder level)
Commercial Operations & Services
- Service Agreements (general and industry-specific)
- Master Service Agreements (MSAs)
- Statements of Work (SOWs)
- Consulting Agreements
- Outsourcing Agreements
- Subcontractor Agreements
- Independent Contractor Agreements
- Maintenance and Support Agreements
- Customer or Client Agreements
- Terms and Conditions of Sale / Service (B2B or B2C)
Sales, Supply & Distribution
- Purchase and Sale Agreements (goods, assets, etc.)
- Supply Agreements
- Distribution Agreements (exclusive/non-exclusive)
- Reseller Agreements
- Consignment Agreements
- Agency and Sales Representative Agreements
- Logistics and Fulfillment Agreements
- Drop Shipping Agreements
Technology & Intellectual Property
- Software Licensing Agreements (SaaS, On-Premise, etc.)
- Software Development Agreements
- Technology Transfer Agreements
- IP Assignment Agreements
- IP Licensing Agreements (trademark, copyright, patent)
- Confidentiality Agreements / Non-Disclosure Agreements (NDAs)
- Website Terms of Use and Privacy Policies
- Data Processing Agreements (DPAs)
- Source Code Escrow Agreements
Employment & HR
- Employment Agreements (executive, non-executive, fixed-term)
- Independent Contractor Agreements
- Consulting and Advisory Agreements
- Confidentiality, Non-Competition & Non-Solicitation Agreements
- Employee Stock Option Plans (ESOPs)
- Bonus and Commission Agreements
- Termination and Severance Agreements
- Workplace Policies and Handbooks (custom policies with contractual effect)
Real Estate & Leasing
- Commercial Lease Agreements (office, industrial, retail)
- Sublease Agreements
- Lease Assignment Agreements
- License to Occupy Agreements
- Offers to Lease / Letters of Intent
- Property Management Agreements
- Co-Working Space or Shared Office Agreements
Franchising & Licensing
- Franchise Agreements
- Franchise Disclosure Documents (FDDs)
- Area Development and Master Franchise Agreements
- Licensing Agreements (intellectual property, branding)
- Merchandising Agreements
Finance & Investment
- Loan Agreements (secured, unsecured)
- Promissory Notes
- General Security Agreements
- Personal or Corporate Guarantees
- Convertible Note Agreements
- SAFE Agreements (Simple Agreement for Future Equity)
- Share Subscription Agreements
- Investor Rights Agreements
- Capital Contribution Agreements
- Escrow Agreements
- Inter-Creditor or Subordination Agreements
Mergers, Acquisitions & Restructuring
- Letter of Intent / Memorandum of Understanding
- Non-Disclosure and Exclusivity Agreements
- Share Purchase Agreements
- Asset Purchase Agreements
- Amalgamation Agreements
- Transition Services Agreements
- Indemnity and Escrow Agreements
- Due Diligence Checklists and Responses
- Assignment and Assumption Agreements
Other Commercial Agreements
- Settlement and Release Agreements
- Affiliation or Sponsorship Agreements
- Event Hosting Agreements
- Equipment Lease or Rental Agreements
- Marketing and Promotion Agreements
- Non-Disparagement Agreements
- Co-Branding and Joint Marketing Agreements
- Waivers and Liability Releases
- Donations, Grants, or Sponsorship Agreements
- Custom Industry-Specific Agreements (e.g., agency agreements in media, production agreements in entertainment)
OUR EXPERIENCE
When drafting or negotiating commercial contracts on your behalf, our intention is always to mitigate risk and protect your business against liability. To learn more about commercial contracts you may visit our [business law insights] page where we discuss various types of commercial contracts. If you are looking to enter into a commercial contract, contact Jahanshahi Law Firm today to set up an initial consultation with an experienced business lawyer.
FAQ
What are the Key Elements of a Contract?
The key elements of a contract include:
- Offer – An offer is a proposal that brings about negotiations. The party making the offer is often referred to as the offeror. Once the offer is placed, negotiations begin, and counteroffers are possible.
- Acceptance – Refers to the offeree’s acceptance of the offer placed by the offeror. Once accepted, a contract becomes legally binding on both parties. There can never be a contract without acceptance of the terms offered by the offeror.
- Consideration – This refers to the requirement that something of value must be exchanged between the offeror and the offeree. Consideration could be money or the promise to perform a service or act. For example, John agrees to cut Betty’s grass for $100.00.
- Capacity – For a contract to be binding, all parties must have the capacity to enter into the contract. Those who are mentally ill or under the influence of drugs or alcohol may not be considered to have the capacity for the purpose of entering into a contract.
- Mutual Agreement – Often referred to as “the meeting of the minds”, this refers to both parties’ intention to enter into the agreement. It may be possible that two parties have different understandings of the same clause or provision within the contract, ultimately leading to a failure of “mutual agreement”.
- Legality – This means that the subject of the contract must be legal in the sense that it does not violate any laws. For example, one cannot enter into a contract for the purpose of carrying out a criminal activity that is in violation of the Criminal Code of Canada.
Why do I need a lawyer to draft or review my commercial contract?
While templates or online tools may seem convenient, commercial contracts often involve risks, legal obligations, and consequences that are not always obvious. A lawyer ensures your agreement reflects your intentions, protects your interests, complies with applicable laws, and minimizes the risk of disputes or unenforceability.
Do you assist with contract negotiations as well?
Absolutely. We assist clients in negotiating contract terms to ensure their legal and commercial interests are protected. Whether you’re entering a new partnership, licensing intellectual property, or securing financing, we work to achieve practical and enforceable outcomes that support your business goals. For more information about our business negotiation services, please visit our business negotiations page.
How long does it take to draft a commercial contract?
The timeline varies depending on the complexity of the contract and how quickly we receive the necessary information. Simple agreements may take 1–3 business days. More complex documents, or those involving negotiation, may require additional time.
Are online templates sufficient for simple contracts?
Online templates often overlook jurisdiction-specific legal requirements, tax implications, and business nuances. While they might work for basic situations, relying on them can expose you to legal and financial risk. It’s always wise to have a lawyer review or customize the contract to your specific needs.
How can I get started?
You can contact Jahanshahi Law Firm to schedule a consultation. We’ll assess your needs, advise on the appropriate type of agreement, and begin the process of drafting or reviewing your commercial contract with your goals in mind.