Drafting & Review of Contracts and Agreements

What do we offer in this area?

• Drafting contracts and agreements that set out the parties' obligations clearly
• Reviewing liability, termination and dispute resolution clauses
• Providing legal comments and negotiation support

The scope of work and required documents are determined after reviewing the matter and agreeing on the engagement.

The business's contracts that require precise drafting

Contract Drafting & Review for companies deals with agreements that recur daily and carry substantial financial impact. A carefully drafted contract reduces the scope for disputes over interpretation and makes the business's rights provable if the dispute reaches litigation.

• The supply contract and its related purchase orders
• The construction contract and subcontracting
• The partnership contract and shareholders' agreement
• The non-disclosure agreement and information protection
• Service, distribution, and commercial agency contracts

What Does Contract Review Focus On?

Review is not limited to language. It examines the balance of obligations, the clarity of the scope of work and acceptance criteria, the payment schedule and delay penalties, the limits of liability and compensation, termination cases and their effects, and the body that resolves disputes, whether the competent court or arbitration. These clauses are read in light of the Civil Transactions Law, which governs contract provisions and their effects.

The Law of Evidence also allows the parties to agree in writing on specific evidentiary rules, and it recognizes digital evidence. The contract should therefore specify the approved means of notice, such as the email address designated for each party, so that correspondence serves as clear evidence in the event of a dispute.

The stages of the contract drafting and review service

The work proceeds in defined steps, and for a practical checklist of what is examined before signing, you can refer to the Guide to Contract Review before Signing.

• Understanding the deal, the business's objectives, and the negotiation points
• Preparing a first draft or reviewing the other party’s draft
• A findings report setting out the risks and proposed amendments
• Supporting negotiation on contentious provisions
• Preparing the final version and its annexes

What the company prepares before requesting contract drafting

The clearer the commercial information is before starting, the closer the drafting comes to the actual deal. At this stage, it helps to prepare the following, bearing in mind that some contracts are linked to subsequent operational documents, as explained in the article Supply and Payment Documents:

• The other party's details, its commercial registration, and the capacity of the person signing for it
• The technical and financial proposal or the terms initially agreed upon
• Any contract template the company uses or the other party proposes
• Prior correspondence that included commitments or prices

Frequently asked questions

What is the difference between drafting a contract and reviewing it?

Drafting means preparing the contract from scratch based on what the two parties have agreed and the business's needs, while review means examining a ready draft, usually from the other party, to identify unclear or imbalanced provisions and propose amendments to them. In both cases, the business receives either a revised copy or a report explaining the reason for each comment and its effect.

May a contract include an arbitration clause?

Yes, the Arbitration Law allows the parties to agree on arbitration before or after a dispute arises, and requires the arbitration agreement to be in writing. It is advisable for the clause to specify the seat and language of arbitration and the method of appointing arbitrators or the competent center, such as the Saudi Center for Commercial Arbitration, to avoid a later dispute over the clause itself.

What clauses should be reviewed first in a supply contract?

First, review the goods' specifications and the inspection and receipt mechanism, delivery dates and delay penalties, payment terms and their supporting documents such as invoices and receipt reports, the transfer of risk, and termination cases. Getting these clauses right makes it easier to prove a claim if payment is delayed or a dispute arises over quantities or quality.