Commercial Contract Drafting and Review Attorneys
Clear terms, proportionate risk, a workable agreement.
A useful commercial contract records the actual deal, allocates risk clearly and gives the parties a workable path when circumstances change. We assist qualifying businesses with drafting, reviewing and negotiating commercial agreements, from the first counterparty draft through approval, signature and implementation.
Overview
If a Deadline Applies, Tell Us the Date First
The scope can cover one defined review, a revised draft, negotiation support or the full process through signature.
The engagement should state which work is included. Whether you have a term sheet, a counterparty draft, or an existing agreement that no longer fits, legal input is most useful before obligations are performed or the document is signed.
Offices in Durban and Johannesburg. Assistance is subject to conflict and matter assessment.
Contract Advice at the Right Stage
Draft, Review or Negotiate?
Draft a New Agreement
Turn an agreed commercial model, proposal or term sheet into a coherent contract with the necessary rights, obligations, protections and implementation steps.
Review a Proposed Contract
Identify material legal, commercial and operational issues in a draft received from a supplier, customer, partner or other counterparty.
Negotiate the Terms
Prioritise issues, prepare amendments or mark-ups, explain trade-offs and help move the parties toward an approved position.
Practical Considerations
Timing and Scope
Timing Matters
When Legal Review Adds the Most Value
Legal input is most useful before obligations are performed or the document is signed. Common triggers include a material new relationship, significant indemnity or liability exposure, recurring revenue commitments, access to confidential information, IP ownership, cross-border performance, and reliance on a precedent designed for a different deal.
Not every routine transaction requires the same level of legal work — proportionate scope is part of good advice.
Scope
Types of Commercial Agreements We May Assist With
For agreements among company owners, see our shareholder agreement service.
Where It Starts
A Contract Should Reflect
How the Relationship Will Work
Drafting begins with the commercial facts, not with copying clauses. We work to understand who the parties are and what each controls, what will be supplied or paid, when and to what standard performance occurs, who bears each foreseeable risk, and how the relationship can end and transition. If these points are unresolved, the draft should expose the decision rather than hide it behind legal language.
Before the First Clause
Getting the Fundamentals Right
Parties & Authority
Confirm the Correct Parties and Signing Authority
Avoidable disputes arise when a trading name is confused with a legal entity, a group company is omitted, or a person signs without authority. Review may need to check registered details, corporate approvals, guarantees and conditions precedent.
Scope & Performance
Define What Each Party Must Actually Do
Performance clauses should identify deliverables, specifications, milestones, service levels and remedies for failed performance. Vague phrases like "best service" or "as required" can undermine measurable obligations.
Financial Terms and Exposure
Money and Risk
Pricing & Payment
Make the Financial Terms Complete
Price, currency, VAT, invoicing, disputed invoices, interest, indexation and the financial consequences of suspension or termination all need clear treatment. Tax and accounting consequences require appropriately qualified advice where relevant.
Warranties & Liability
Allocate Risk Clearly and Proportionately
Warranties, indemnities, limitations of liability and insurance requirements each serve a different function. We test whether risk allocation is reciprocal, insurable, commercially proportionate and compatible with mandatory law.
Protection and Time
Data and Duration
IP, Confidentiality & POPIA
Clarify Ownership, Permission and Confidentiality
Agreements may need to distinguish pre-existing IP from new work, and address ownership, licences and restrictions on termination. Where personal information is involved, POPIA may require a written contract establishing operator security measures.
Term & Exit
Plan the Beginning, Change and End of the Relationship
Contracts should address commencement, renewal mechanics, notice periods, suspension, termination for breach or insolvency, cure periods, and handover of property and data. Automatic-renewal provisions may be affected by applicable consumer or sector rules.
When Things Go Wrong, and Who's Protected
Change, Delay and Dispute Provisions
Force Majeure & Change
Prepare for Events the Original Plan Did Not Cover
A useful change-control process identifies who can request and approve a change. Force-majeure provisions should be drafted for the transaction, not copied generically — a clause does not automatically excuse all difficult or expensive performance.
Breach & Resolution
Create a Workable Response When Performance Fails
A breach-notice process, cure opportunity and appropriate remedies should not unintentionally delay urgent relief. Dispute provisions may address escalation, mediation, arbitration or litigation depending on confidentiality, speed and cost.
Beyond South African Contracts
Consumer, Electronic and
Cross-Border Considerations
The Consumer Protection Act may affect disclosure, plain language and cancellation for qualifying transactions. Electronic signatures can be legally effective, but the correct method depends on the document and any statutory formalities. Cross-border contracts may require advice on governing law, jurisdiction, tax, exchange control and enforcement abroad, coordinated with foreign or specialist advisers where necessary.
Our Process
How We Review a
Commercial Contract
Conflict & Deadline Check
We identify the parties, instructing client and negotiation timetable.
Commercial Briefing
We understand the objective, leverage, non-negotiables and operational model.
Document Review
We assess the draft, schedules and incorporated documents together.
Risk Prioritisation
We distinguish critical, material and lower-priority points.
Advice & Revision
We provide a mark-up, issues list, revised draft or negotiation support.
Approval & Execution
We confirm sign-off, authority, signature method and implementation.
A short red-flag review is not equivalent to comprehensive drafting and negotiation — the deliverable should match your needs.
Why Sarah Alison Attorneys
Clear Contracts Built
Around the Commercial Reality
Commercial Briefing First
We understand the deal before drafting a single clause.
Plain-Language Risk
Material risk explained clearly, not buried in legal language.
Document Alignment
The main agreement and schedules kept internally consistent.
Prioritised Negotiation
Advice focused on the clauses that matter most to the outcome.
FAQ
Contract Drafting and Review FAQs
What is the difference between contract drafting and contract review?
Drafting creates or substantially restructures an agreement around the commercial arrangement. Review assesses an existing draft and may propose changes, from red-flag review to full mark-up and negotiation.
When should I have a contract reviewed?
Ideally before signing, renewal, material variation or performance. Early review leaves more room to clarify terms. If a deadline applies, provide it immediately.
Can you review only the clauses I am concerned about?
A limited review may be possible, but clauses interact, so reviewing one provision without the rest of the agreement can miss important consequences.
Can I use a contract template from the internet?
A template can be a starting point but may use the wrong law, parties or risk allocation. A legal review should adapt the document to the actual relationship.
Are electronic signatures valid in South Africa?
Electronic signatures can be legally effective, but the correct method depends on the document, applicable law and any statutory formalities.
Does the Consumer Protection Act apply to every contract?
No. Its application depends on the transaction, parties and statutory scope. A business-to-business label alone does not answer the question.
What information is needed to draft an agreement?
The parties, commercial objective, deliverables, timing, price, responsibilities, risks, IP and data arrangements, duration and dispute preferences.
What happens if the contract has already been breached?
The task may shift from preventive drafting to interpretation, evidence preservation, formal notice, negotiation or litigation. Avoid signing a retrospective variation before understanding your rights.
Get in Touch
Request a Commercial Contract Consultation
Tell us whether you need a new agreement, review or negotiation support, who the parties are and when a decision is required. We will complete a conflict check and confirm the appropriate scope.