Contracts & Commercial

Commercial contracts are the legal infrastructure of business relationships — and commercial/transactional practice is where most corporate legal work ultimately lands. Whether building a contracting program for a high-growth company, negotiating complex vendor agreements, or advising on contract risk in an M&A diligence context, the core challenge is the same: managing a high volume of legal decisions consistently, with appropriate risk allocation and scalable processes.

The most impactful infrastructure investment in any active contracting program is a contract management system with a well-designed playbook and escalation matrix. Not every contract needs lawyer review; legal resources should focus on contracts that are strategically significant, high-value, or involve non-standard risk positions. Standard terms (MSAs, SaaS agreements, NDAs) should be templatized with pre-approved fallback positions that empower business teams to close deals within guardrails — preserving legal bandwidth for matters where judgment actually matters.

SaaS vendor agreements have become particularly complex in the AI era. Vendors are increasingly inserting provisions that grant them rights to use customer data for AI training, disclaim liability for AI-generated outputs, and cap liability at 2-3 months of fees — regardless of the catastrophic harm their software might cause. Enterprise-wide minimum standards for AI provisions in vendor agreements are now an essential component of any commercial contracting program.

Force majeure clauses came under intense scrutiny during COVID-19. Courts largely held that supply chain disruptions and economic difficulty did not trigger most force majeure provisions. Modern force majeure drafting should be specific about covered events, address notice and mitigation obligations, and include termination rights for extended events — vague boilerplate will not provide the protection clients assume it does.