Before you sign: five clauses never to skip in a commercial contract

Many commercial disputes do not begin with bad faith, but with vague drafting. Reviewing a contract before signing costs far less than dealing with its consequences in court.

1. Parties and capacity: confirm that the name in the contract matches the commercial register, and that the signatory has authority to sign for the company.

2. Scope of obligations: state precisely what each party must do, with delivery dates and acceptance criteria. General wording invites competing interpretations.

3. Payment and penalties: set payment dates, late-payment charges and the claims process, so ordinary delay does not turn into a dispute.

4. Termination and breach: require a cure period before termination, and spell out the consequences for each party when the relationship ends.

5. Governing law and dispute forum: name the applicable law and the body that will decide disputes, and consider amicable settlement or mediation as a first step.

If you are negotiating an important contract, bring it to us before signing. An hour of review can save months of dispute.

This information is general and does not replace specialist legal advice on your situation.