Drafting Commercial Contracts

Legal support for your business

Our creative legal support contributes to the success of your operations. We apply our expertise to make the risks of commercial decisions manageable and to prevent costly disputes later on. That saves you time, energy and money.

We think along with your commercial goal – not only from legal theory.

International and commercial agreements

We have extensive experience reviewing, negotiating and recording commercial agreements. Think of (international) purchase and supply contracts, distribution, agency, franchise, joint ventures and partnerships.

For cross-border contracts we align on applicable law, dispute resolution and what your holding company or foreign partner needs to know.

Production, engineering and construction

In sectors with complex projects, we work with production and supply contracts, design & build, turnkey, EPC, UAV-GC, FIDIC and comparable frameworks. Liability, additional work, delivery and penalty clauses call for careful alignment before signature.

Real estate, lease and commercial rent

Lease and (commercial) real-estate contracts, rent review, subletting and investment obligations come up regularly for entrepreneurs and investors. We review drafts and guide negotiations with landlord or tenant.

IT, privacy and intellectual property

IT contracts, SaaS, licences, software implementation and privacy (GDPR) increasingly come together. We set out confidentiality, IP, data location and liability clearly – including in licence and development agreements.

General terms and letters of intent

General terms and conditions need to be applied and incorporated correctly. Letters of intent (or memoranda of understanding) can unintentionally become binding; we advise on exclusivity, confidentiality and what remains open.

Financing, security and guarantees

Loans, security, (bank) guarantees and personal sureties have a direct impact on directors and partners. We explain the risks and negotiate with financiers or counterparties where needed.

Breach, termination and disputes

We advise on breaking off negotiations early, the legal position of contracting parties, termination of ongoing agreements, and situations where commitments are not met: breach of contract, rescission and damages.

Where mediation is the faster route, we steer towards it; where proceedings are needed, we build a file.

Due diligence and transactions

In acquisitions and a transfer of undertaking, we review contract portfolios, change-of-control clauses and personnel-related obligations. We work together with tax specialists, notaries and financial advisers.

For scale-ups and family businesses

Growing companies need contracts that grow with them – not a copy-paste from large multinationals. We deliver practical documents your team can use and that hold up in a dispute.

In family businesses and management buy-outs, personal relationships play a role; we combine legal sharpness with workable agreements.

Negotiating and revising

Contracts are rarely final after first signature. Indexation, milestone payments, extension and changes in scope occur in long-running relationships. We guide renegotiation and record changes in addenda.

Where a dispute looms, we advise on formal notice of default, mitigation of damage, and whether mediation or proceedings is the right next step.

Sector experience

We work for companies in retail, industry, services, tech and professional services. Sector experience helps recognise standard clauses that are, or are not, customary in your industry.

Supplier and procurement contracts

On the procurement side we review supplier terms, SLAs, limitations of liability and exit clauses. On the sales side we align general terms and conditions with your commercial process.

Checklist before signing

Before you sign a commercial agreement, it pays to check these points. Parties and authority: are names, statutory representation and any group guarantees correct? Scope and delivery: are performance, planning, acceptance criteria and change procedure clear? Price and payment: indexation, milestones, interest on late payment and currency for international deals? Liability: caps, exclusions, indirect damage and insurance – and do they match your risk profile? Termination: notice period, exit clauses, transfer of data and personnel in outsourcing? Confidentiality and IP: who owns the results, what happens when the cooperation ends? Disputes: Dutch law, forum and escalation steps (mediation first?). We go through your draft against this checklist and flag negotiation points – practical, without legal jargon where it isn't needed. For international contracts we add applicable law, Incoterms and translation to that review. That way you know before signing where the biggest risks lie and which clauses still need to be negotiated. For recurring suppliers or clients we also work with model clauses and playbooks, so your team can assess faster without starting from scratch each time. Do you have an existing contract portfolio you want harmonised? Then we prioritise the biggest legal exposures together.

Contact and first step

Do you have a draft you want reviewed, or a dispute about performance? Get in touch via contact or call +31 10 249 24 44 for an initial discussion.

Contract management

Long-running relationships call for periodic review: are indexation clauses still up to date, do SLAs match practice, and is liability still balanced after growth or new legislation (such as the GDPR)?

We help with contract registers, playbooks for procurement/sales and training your commercial team to recognise risks.

Joint ventures and cooperation

In joint ventures and strategic alliances, governance, exit, IP and exclusivity are central. We draft shareholders' agreements, joint venture contracts and confidentiality agreements – and guide the exit when a cooperation ends.

Franchise, agency and distribution

Our live practice covers franchise agreements, agency and exclusive distribution. Exclusivity, marketing obligations, minimum purchase volumes and termination are recurring points of contention – we know which clauses are standard in your sector and which ones you need to negotiate.

Construction and projects

In construction and installation projects we work with UAV-GC, FIDIC, turnkey and EPC. Additional work, delay, delivery and liability for defects call for tight project contracts before the first spade goes into the ground.

IT, SaaS and data

Cloud, SaaS, implementation and maintenance contracts combine delivery, SLA, data location, GDPR and liability for downtime. We review vendor terms and negotiate changes that fit your risk profile and compliance requirements.

Live practice at Sørensen Advocaten

Our practice emphasises creative legal support that enables commercial ambition – rather than holding it back. We review, negotiate and record: from letter of intent to a fully developed contract.

Call +31 10 249 24 44 or get in touch when you have a concrete draft or dispute.

When do you need a lawyer?

For a new contract, renegotiation, alleged breach of contract, due diligence, or when you want your general terms or letters of intent reviewed.

Our approach

Thinking along commercially, recording things with legal precision, negotiating where possible – litigating in a targeted way where necessary.