U.S. Transactions & Contracts
Commercial agreements and U.S. transaction documents, drafted with precision and tailored to the legal and commercial context.
A few examples of what we can handle
- Drafting, negotiation, and review of commercial agreements governed by U.S. federal or state law
- Purchase, sale, and supply agreements involving goods, including contract formation, warranties, delivery, acceptance, title, risk of loss, rejection, and remedies under the applicable Uniform Commercial Code
- Master services agreements, statements of work, service-level agreements, consulting agreements, outsourcing arrangements, and professional-services contracts
- Manufacturing, procurement, logistics, warehousing, fulfillment, and other agreements governing the production and movement of goods
- Distribution, dealership, reseller, agency, franchise, and licensing arrangements, including applicable disclosure and regulatory requirements
- Customer, vendor, supplier, contractor, strategic-partner, and white-label agreements
- Letters of intent, memoranda of understanding, term sheets, confidentiality agreements, and non-disclosure agreements
- Electronic contracts, signatures, records, notices, and assent procedures, including online acceptance and execution
- Contractual allocation of risk through representations, warranties, covenants, indemnities, limitations of liability, insurance requirements, remedies, and termination rights
- Pricing, payment, invoicing, acceptance, change-order, renewal, audit, suspension, and termination provisions
- Governing-law, forum-selection, arbitration, notice, attorneys’ fees, and other provisions affecting dispute resolution and enforcement
- Contract review, amendment, assignment, renewal, restructuring, termination, and analysis of rights following a breach or other performance issue
- Contract due diligence in connection with investments, acquisitions, reorganizations, financing, and other commercial transactions
The contract should reflect how the transaction is meant to work.
We begin with the exchange itself. What must each party provide? When and how will performance occur? How will price, delivery, acceptance, and changes be handled? What depends on a third party? What should happen if performance is delayed, incomplete, or no longer commercially useful? The written terms should answer those questions clearly.
The applicable legal framework may include state contract law, provisions of the Uniform Commercial Code, federal or state regulatory requirements, and rules governing electronic records or signatures. We identify the default rules that apply and determine where the agreement should confirm, modify, or supplement them.
Many contractual problems arise after signature, during ordering, performance, invoicing, renewal, amendment, or termination. We therefore consider how the agreement will be administered in practice, not only how it reads at execution. Clear procedures and a consistent allocation of responsibility make the agreement more useful throughout the commercial relationship.
Related: Contracts (Lebanon Practice) →
Give the transaction clear legal terms.
Translate the commercial understanding into terms that remain clear through performance, change, termination, and enforcement.
Discuss a matter