Harper James advises UK start-ups, scale-ups and established companies on commercial contracts under the laws of England and Wales. A well-drafted agreement sets out the commercial deal clearly, allocates risk sensibly and gives the business a practical route to enforce its rights.
The contract should identify the parties, define the services or goods, set delivery standards, establish acceptance procedures and state how fees, expenses, VAT and late payment are handled. Service levels should include measurable targets, reporting duties and remedies for failure. Businesses should also check that the signatories have authority and that the agreement works alongside any order forms, website terms or framework agreements. A useful guide to commercial contract clauses provides further reading when building a contract review checklist.
Key risk clauses include warranties, indemnities, limitation of liability, insurance and exclusions of loss. A liability cap should reflect the contract value, the parties’ bargaining position and the consequences of a serious failure. Carve-outs often apply to matters such as fraud, death or personal injury caused by negligence, confidentiality breaches and intellectual property infringement. Intellectual property terms should state who owns new materials, who receives licence rights and what happens to customer data, software and deliverables when the relationship ends.
Confidentiality provisions should cover permitted use, disclosure to employees and subcontractors, security measures and the return or deletion of information. Where personal data is processed, the agreement should allocate controller and processor responsibilities, include appropriate UK GDPR terms and set out breach notification and audit arrangements. Current contracting trends also include specific provisions for generative AI, including approved tools, restrictions on using confidential information for training, human review, intellectual property responsibility and transparency about automated outputs. Cybersecurity schedules are increasingly relevant for SaaS, procurement and supply agreements.
Termination clauses should distinguish between termination for breach, insolvency, convenience and prolonged force majeure. They should specify notice periods, cure periods, payment on exit, data extraction, transition support and the treatment of work in progress. Businesses should also review subcontracting, assignment, change control, price adjustment, audit rights, modern slavery obligations and compliance with applicable procurement requirements, including the Procurement Act 2023 where relevant. Governing law, jurisdiction and dispute resolution complete the framework. Before signing, Harper James can review the agreement against the business model, negotiating priorities and acceptable risk, rather than treating every clause as a standard drafting exercise.