Contract Drafting, Review & Negotiation

A well-drafted contract prevents disputes. A poorly drafted one creates them. We draft, review, and negotiate commercial agreements for businesses at every stage — from startup operating agreements to complex multi-party transactions.

Contracts We Handle

• Operating Agreements & Bylaws: The internal governance documents that control how your business runs, how profits are distributed, how disputes between owners are resolved, and what happens if an owner dies, becomes disabled, or wants out
• Buy-Sell Agreements: Establishes the terms under which a departing owner's interest will be purchased — prevents disputes and ensures business continuity. Triggered by death, disability, retirement, divorce, or voluntary withdrawal
• Commercial Leases: Negotiating lease terms, CAM charges, personal guarantees, assignment clauses, and renewal options for tenants and landlords
• Independent Contractor Agreements: Proper classification and documentation to avoid IRS reclassification as employment — a significant tax and liability risk
• Service Agreements & Master Services Agreements (MSAs): Scope, deliverables, payment terms, IP ownership, limitation of liability, and indemnification
• Vendor & Supplier Contracts: Terms and conditions, warranties, termination, and dispute resolution
• Licensing Agreements: Intellectual property, software, franchise, and technology licenses
• Partnership & Joint Venture Agreements: Contribution, management, profit-sharing, and dissolution terms

Key Contract Provisions Everyone Should Understand

Indemnification: Who pays if something goes wrong? Indemnification clauses allocate risk. A well-negotiated indemnification clause can save your business. A poorly negotiated one can bankrupt it.

Limitation of Liability: Caps on damages, exclusion of consequential damages, and insurance requirements. These provisions are routinely enforced in PA between sophisticated commercial parties.

Choice of Law / Forum Selection: Which state's law governs and where disputes are litigated. If you're a PA business, you want PA law and PA courts. Never agree to litigate in a distant state without understanding the cost and inconvenience.

Confession of Judgment: Unique to Pennsylvania — allows the other party to obtain a court judgment against you without notice or a hearing. Common in commercial leases and promissory notes. Understand what you're agreeing to.