contract-drafting

Core Philosophy

Contract drafting is not padding 30 pages of boilerplate legalese to sound impressive or intimidate counterparties. Ambiguous, overwrought contracts create costly litigation and destroy commercial deals. Exceptional contract drafting is architectural engineering in plain language: establishing clear scope boundaries, defining unambiguous deliverables and acceptance criteria, balancing commercial liability, and eliminating interpretive friction.

4-Step Commercial Contract Drafting Framework

Step 1: Modular Contract Architecture (MSA + SOW)

1. The Two-Tier Architecture:
   • Master Services Agreement (MSA): Governs the permanent legal relationship: confidentiality, intellectual property ownership, indemnification, limitation of liability, governing law, and dispute resolution.
   • Statement of Work (SOW): Governs the specific commercial project: exact technical deliverables, milestones, acceptance criteria, timeline, pricing, and payment schedules.
2. Order of Precedence Clause:
   • Always state which document controls in the event of a conflict (standard: SOW controls technical scope and pricing; MSA controls legal liabilities and IP terms).