Assignment and license agreements are amongst the suite of contracts that we can review under English law.
Contract review is a critical service for businesses entering into commercial arrangements. We review contracts on behalf of clients to identify risks, negotiate improvements and ensure that the terms reflect the client’s interests.
At MSR Solicitors, we are regularly instructed to review contracts before execution, particularly where clients are being asked to sign another party’s standard terms or where the contract is complex or high-value. We understand that contract review is not merely a matter of identifying legal issues but of assessing commercial risk and advising on practical solutions.
Our work includes reviewing supply agreements, service agreements, distribution agreements, agency agreements, licensing agreements, NDAs, settlement agreements and employment contracts, amongst others.
We provide clear, focused advice on the key risks, the acceptability of the terms and the improvements that should be sought. Where appropriate, we negotiate amendments on the client’s behalf.
What we look for
When reviewing a contract, we assess the following:
Clarity and certainty: are the key terms clear and unambiguous? Are the parties’ obligations clearly defined?
Risk allocation: how is risk allocated between the parties? Are liability caps, exclusions and indemnities reasonable and enforceable?
Termination and exit: can the client exit the contract if circumstances change? What are the consequences of termination?
Payment and pricing: are payment terms clear? Are there any hidden costs or obligations?
Compliance: does the contract comply with applicable law, including consumer protection, competition law and data protection?
Dispute resolution: how will disputes be resolved? Is the jurisdiction and governing law clause appropriate?
We also consider the client’s broader commercial objectives and advise on whether the contract supports or undermines those objectives.
Negotiation
Where the contract requires amendment, we advise on the key points to negotiate and, where instructed, we negotiate directly with the other party or their lawyers. Our aim is to achieve a balanced, enforceable contract that protects the client’s interests whilst maintaining the commercial relationship.
Why MSR Solicitors
Clients instruct MSR Solicitors because we provide practical, commercial advice on contracts. We focus on what matters, and we communicate clearly and concisely. We understand that clients need advice they can act on, not lengthy analysis of theoretical risks.
Case experience
We recently reviewed a long-term IT services agreement for a financial services client, identifying onerous service level provisions and liability exclusions that would have exposed the client to significant risk. Following our advice, the client negotiated improved terms and a liability cap. In another matter, we reviewed and negotiated a distribution agreement for a manufacturing client, securing improved payment terms and termination rights.
FAQs
How long does a contract review take?
It depends on the length and complexity of the contract, but most reviews are completed within a few working days.
Can you review a contract I’ve already signed?
Yes. We can advise on your rights and obligations under an existing contract and on options if you wish to vary or terminate it.
Do I need a lawyer to review every contract?
Not necessarily, but it is advisable for high-value, complex or unfamiliar contracts, or where the other party’s terms are particularly onerous.
Typical process
- Client provides the contract and explains the background and commercial context.
- We review the contract and identify key issues and risks.
- We provide written advice on the terms, highlighting areas of concern and suggested amendments.
- We negotiate amendments where instructed.
- We advise on execution and next steps.
Contact our commercial team today for a free, no-obligation discussion.
