Commercial Contracts That Protect You
Most companies sign the other side's template, fix the price, and move on. The contract they signed is a liability — not because the deal is bad, but because the risk allocation is one-sided.
Practical numbers and methods our experts apply on real engagements. Take them and use them.
The clauses that matter
Limitation of liability. The default cap is often the contract value — which may be far less than your actual exposure. Capping at fees paid, or excluding consequential damages in your favor, is a negotiation lever most teams never touch.
Termination rights. Can you exit for convenience? What's the notice period? What happens to work-in-progress payments? Boilerplate here quietly locks you in.
Change control. Without it, scope creep is free for the other side. Define what triggers a change order and how pricing adjusts.
Dispute resolution. Arbitration venue, seat, and rules determine real cost if things go wrong. The default "buyer's home court" is not in your interest.
How to shift risk without killing the deal
- Negotiate caps and carve-outs — they rarely break a deal
- Tie payment to milestones, not dates
- Define acceptance criteria in the contract, not after
- Keep communication in writing — it becomes evidence
The pattern
Companies with in-house counsel review contracts properly. Companies without one sign what they're given. IDAP connects you to commercial lawyers with arbitration experience — for the review, the negotiation, or the dispute — without hiring a legal department.
IDAP Legal Division
Written by the IDAP legal division: commercial contracts, risk allocation, and dispute resolution.