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From sourcing and distribution to licensing, SaaS and M&A: the commercial and corporate deals we run.

Commercial Contracts and Transactions

Commercial contracts are the machinery that moves a business: the agreements through which you buy, sell, build, distribute, partner and eventually merge or are acquired. Most of the time they work quietly in the background. The moments they matter most are the difficult ones, when a supplier fails, a partner disputes scope, a deal is renegotiated, or a buyer's lawyers comb through everything during due diligence. A contract drafted with those moments in mind is worth far more than one drafted to be signed and forgotten.

Our approach to commercial and corporate work is to build the intellectual property, data and tax angles in from the start, because in technology and IP-rich businesses that is usually where the real value, and the real risk, of a deal sits. A contract that handles the commercial terms well but treats IP ownership, data and licensing as afterthoughts leaves value on the table.

What this covers

The work spans the commercial lifecycle. On the trading side, that means manufacturing, supply, distribution and reseller agreements, where the issues are exclusivity, territory, margins, liability and exit. On the technology side, it means licensing and technology transfer, master services agreements, statements of work and SaaS terms, where the focus shifts to IP ownership, service levels, data handling and a clean exit. Before a contract is even signed, procurement processes such as an RFI or RFP shape the terms you will be bound to, so getting them right early protects you later. And at the corporate end sit M&A, due diligence and the preparation of a clean data room.

Getting the contract right before you sign

The cheapest time to fix a contract is before it is signed. Once a deal is live, every change is a renegotiation. We front-load the work: clarifying what each side is actually agreeing to, allocating risk deliberately rather than accepting a counterparty's template, and making sure the IP, data and confidentiality terms reflect the reality of the relationship. For procurement-led deals, that means shaping the RFP and contract terms before bidders are locked in, when you still have leverage.

M&A and getting deal-ready

In a transaction, the quality of your contracts and IP records becomes visible to everyone. Buyers and investors examine ownership of key IP, the assignability of important contracts, data compliance, and whether the rights the business depends on are actually secured. Gaps that were invisible day to day become price-reducing issues or deal-blockers. We help on both sides: running the IP and data side of due diligence for buyers, and helping sellers get deal-ready by building a clean, well-documented data room before the process starts.

How this fits the bigger picture

Commercial contracts and transactions are the heart of the Transactions focus area, and almost every other area flows into them. Licensing runs across the practice, from trademarks and patents and technology to data. Drafting is supported by our Contract Studio, and the working relationship is kept transparent through the client portal. The background reading sits in the Knowledge Base on the contract types we handle most often.

How we help

We draft, review and negotiate the contract and handle the deal around it, bringing the commercial, IP, data, corporate and tax perspectives into a single team. Because we work on fixed fees, you know what a deal will cost to paper before you start, rather than watching an hourly meter run through a negotiation.

Frequently asked questions

Why use IP lawyers for a commercial contract?

Because in technology and IP-rich deals the most valuable and most contested terms are usually about ownership, licensing scope and data, the areas a general commercial template handles least well. Handling the deal and the underlying rights together is what protects value.

Can you help with both sides of M&A?

Yes. We run the IP and data side of due diligence for buyers and help sellers prepare a clean data room, which is often where deals slow down or lose value.

What is the benefit of fixed fees on transactions?

Predictable cost. We scope the work up front so the price of papering a deal is known in advance, which removes the tension of an hourly meter running through every round of negotiation.

When should you involve us in a deal?

As early as possible, ideally before terms are agreed or an RFP is issued. The cheapest and most effective time to shape a contract is before anyone has signed or committed.

Benefits

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