When the contract is holding up the business

A contract can sit in an inbox for weeks while everyone says they are waiting for “legal”. Often, legal is not the real blockage. The business has not yet decided what risk it will accept, who has authority to accept it, or what it needs in return.

The quickest way to move a difficult agreement is not to revise every clause. It is to identify the few provisions that change the economics or the operating model. In a supply agreement that may be volume, price adjustment, exclusivity, service levels and exit. In a distribution arrangement it may be territory, customer ownership, stock risk and post-termination conduct. In a technology contract it may be data, integration, liability and continuity.

Start with the decision, not the redline

Before another round of drafting, ask four questions:

• What is the business trying to achieve?
• Which risks are genuinely capable of changing the deal?
• Who is authorised to accept those risks?
• What commercial protection would make the remaining exposure tolerable?

This changes the conversation. A legal team no longer sends a long list of comments without hierarchy. The executive sees the real choices: accept, price, mitigate, escalate or walk away.

Not every imperfect clause needs to be fought

Commercial contracts are rarely perfect. The aim is not to remove every uncertainty. It is to ensure that the important obligations are understood, the downside is bounded and the agreement can be operated after signature.

That often means conceding low-impact drafting points so attention can be concentrated on the provisions that affect money, control, reputation or the ability to exit. A negotiation becomes faster when both the lawyer and the business distinguish preference from necessity.

The contract must work after the negotiation team leaves

A strong agreement is not merely enforceable. It is usable. Notice addresses must be current. Approval steps must match the organisation’s authority framework. Price formulas need verifiable inputs. Service levels need evidence. Exit rights need timeframes that the operation can actually meet.

The legal contribution is therefore broader than drafting. It is to convert an uncertain commercial relationship into a set of commitments the business can understand, monitor and enforce.

General information only. It is not legal advice and should not be relied on without considering the facts and applicable law.