Insights

Commercial Agreements

Commercial agreement insights on liability, indemnification, licensing, NDAs, and contract structure.

Governing Law, Jurisdiction, and Venue: Why These Three Clauses Determine Where and How You'll Fight

When a commercial contract dispute ends up in litigation, three provisions drafted months or years earlier determine where the case is filed, which state's laws the court applies, and whether you're litigating on your home turf or traveling to a distant forum at your own expense.

Indemnification Provisions: Who Defends, Who Pays, and How the Procedures Work

Indemnification is how contracts handle third-party claims. If a customer gets sued because a vendor's product infringed someone's patent, indemnification determines whether the vendor pays for the defense and covers the judgment. If an employer gets sued because a contractor's employee was injured on the job, indemnification determines who bears the cost.

Insurance Requirements in Commercial Agreements: What Coverage to Require and How to Verify It

An indemnification clause is a promise. An insurance policy is the money behind it. If your counterparty agrees to indemnify you for third-party claims but doesn't carry insurance adequate to pay a judgment, the indemnification is backed by nothing except the counterparty's balance sheet, and that balance sheet may not survive the claim.

Limitation of Liability in Commercial Contracts: How Liability Caps and Consequential Damages Waivers Allocate Risk

Every commercial contract allocates risk between the parties, and the limitation of liability clause is where the most significant risk decisions are made. It determines how much money one party can recover from the other when something goes wrong.

Master Services Agreements and Statements of Work: How the Two-Document Structure Protects Both Sides

A company that hires the same IT vendor for five separate projects over two years can negotiate five full contracts, each covering the same indemnification, limitation of liability, IP ownership, confidentiality, and dispute resolution provisions.

NDAs and Confidentiality Agreements: What They Protect, What They Don't, and When They Expire

Before two companies can evaluate whether to do business together, they need to share information that neither would want a competitor to see. Customer lists, pricing strategies, financial projections, proprietary technology, product roadmaps, and business plans all need to move between the parties during negotiations, due diligence, vendor evaluations, and partnership discussions.

Representations, Warranties, and Covenants: What Each One Means and Why the Distinction Affects Your Remedies

"Represents and warrants" appears in virtually every commercial contract, and most people who sign contracts containing that phrase treat it as a single concept, though a representation, a warranty, and a covenant are three different types of contractual statements, each serving a different purpose, each producing different remedies when breached, and each interacting differently with indemnification, survival provisions, and limitation of liability.

Software and IP License Agreements: Exclusive Versus Nonexclusive and How the Grant Controls Everything Else

A license grants permission to use someone else's intellectual property under defined conditions while the licensor keeps ownership. When you license software, a patent, a trademark, or a copyrighted work, the licensor retains ownership and gives you the right to use the IP within the boundaries of the license grant.

Termination Provisions: For Cause, For Convenience, and What Survives After the Contract Ends

Every commercial relationship ends eventually. It ends when the contract term expires, when the work is completed, or when something goes wrong and one party needs to exit. How it ends, what obligations continue afterward, and who owes what during the transition are determined by the termination provisions you negotiated before the relationship began.