Parties rely on formal written contracts to document exactly what their responsibilities and legal obligations towards each other will be. Importantly, the contracts also capture how the parties will allocate risks and rewards (whether financial or otherwise) amongst themselves. Even businesses that are adept at dealing with day to day, routine, contracts often need expert assistance when negotiating contracts that are business critical or are of particularly high value.
Failure to document or negotiate a contract properly or relying on a poorly drafted contract can result in:
- Significant exposure to risk including potentially unlimited liability
- An inability to enforce obligations against the other party
- Failure to comply with legal and/or regulatory obligations (anti-bribery, competition law, data protection)
- Disputes and litigation
We regularly work alongside PwC Tax and Consulting specialists to offer end-to-end commercial contract advice in relation to both third party and intra-group contracts.
Our Commercial Contracts specialists can help you with:
- Advice on the contracting process
- Drafting and negotiating a contract
- Reviewing / helping to interpret a contract
- Analysis of parties’ rights under a contract
- Changing contracts as part of an operating model transformation
- Assistance terminating a contract
- Advice on a contractual disputes or analysis of parties’ rights under a contract
Examples of our recent projects include:
- Advised an international professional membership body extensively on its position under a contract with a third party software development and IT services provider. Initially, we were engaged to advise on the strength of our client’s position in relation to disputes with the service provider. As the relationship between the parties became increasingly contentious, the scope of our engagement expanded and we provided comprehensive legal support in relation to the dispute. We went on to advise our client on the acquisition of a replacement software product.
- Advised a manufacturer on the outsourcing of its distribution function to a leading transport and distribution provider. With our help, the client reversed an initially onerous outsourcing agreement drafted by the provider to a workable commercial agreement by negotiating the inclusion of detailed obligations and standards with which the provider needed to comply, delineating responsibility for potentially overlapping tasks, introducing self-help remedies and service credits to apply in the event of poor performance by the provider, overturning onerous obligations, introducing new warranties and increasing detailed liability caps to reflect the client's exposure to risks and controlled the provider’s ability to increase prices.
- Working closely with PwC Tax specialists, we assisted a leading operator of visitor attractions to change its global operating model. We provided advice on terminating its existing services agreements and assistance with the implementation of a franchise model that reflected the evolution of the business’ operating model.
We have the knowledge and experience to advise on any type of commercial contract to ensure that the contract is fit for purpose, exposure to risk and liability is balanced with opportunity and reward, obligations can be enforced and the threat of unnecessary disputes/litigation is minimised. If you would like more information on how we can help you with any aspect of the contracting process please contact Latika Sharma.