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Contract drafting and review
Business Contracts
Contracts define every significant business relationship. A well-drafted contract protects your interests, allocates risk clearly, and reduces the likelihood of disputes. A poorly drafted one creates ambiguity, shifts risk in ways you may not have anticipated, and can be expensive to enforce or defend.
Parandian Law drafts and reviews commercial contracts for New York businesses across a wide range of industries and transaction types. We work efficiently and practically, focusing on the provisions that actually matter for your specific situation rather than producing documents filled with boilerplate that neither party reads.
We offer flat-fee contract review so clients know the cost before engaging. For ongoing contract needs we provide outside general counsel services that give businesses consistent legal support without the overhead of in-house counsel.
Contract Drafting · Contract Review · NDA · Vendor Agreements · Client Agreements · Service Agreements · Licensing · Joint Venture · Letter of Intent · Flat Fee
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What makes a contract enforceable
Business contracts — the essentials
A binding contract requires offer, acceptance, and consideration. But enforceability is only the beginning of what a well-drafted contract accomplishes. The provisions that matter most in practice are the ones that address what happens when things go wrong, including limitation of liability clauses, indemnification provisions, dispute resolution mechanisms, termination rights, and governing law selections.
New York is a sophisticated commercial jurisdiction with well-developed contract law. Parties who choose New York law get the benefit of extensive case law interpreting common commercial provisions. But New York courts enforce contracts as written, including provisions that may seem harsh in hindsight. This makes careful drafting essential. We focus on the specific risk allocation in every contract we draft or review, not just whether the document is technically enforceable.
Key FACTS
Flat fee review:
Available for most contracts
Governing law:
New York — sophisticated jurisdiction
Statute of frauds:
Contracts over $500 must be written
UCC applicability:
Non-compete
Non-compete:
Enforceable with reasonable limits in NY
Non-solicitation:
Generally enforceable in NY
NDA duration:
Typically 2 to 5 years
EIN:
Required for all business entities
Limitation of liability:
Enforceable between businesses in NY
What we handle
Contract services
Contract drafting and review for New York businesses across commercial, vendor, client, and employment relationships.
Contract drafting
Custom drafting of commercial agreements including vendor contracts, client agreements, service agreements, software licenses, distribution agreements, and joint venture agreements tailored to the specific business relationship.
Contract review and negotiation
Review of contracts presented by the other side, identifying unfavorable provisions, negotiating changes, and advising on risk before signing. We provide a clear written summary of key issues and recommended changes.
NDAs and confidentiality agreements
Mutual and one-way non-disclosure agreements for business relationships, M&A due diligence, employment situations, and technology licensing. We draft NDAs that are enforceable and appropriately scoped.
Letter of intent and term sheet review
Review and drafting of letters of intent, term sheets, and memoranda of understanding for business transactions, investments, and strategic partnerships before the definitive agreement stage.
How it works
Our contract process
01
Scope and objectives
We discuss the business relationship, the key terms already agreed, and what the contract needs to accomplish, including which party bears which risks and what happens if the relationship breaks down.
02
Drafting or review
Where negotiation is needed we handle correspondence with the other side’s counsel, track changes, and advise on which positions are worth holding and which are standard market terms not worth fighting over.
03
Negotiation
We draft the operating agreement or bylaws and shareholders agreement, tailored to the specific business and ownership structure. We walk through every material provision with the client before finalizing.
04
Execution and filing
We advise on proper execution including signature authority, notarization where required, and filing or registration where applicable. For ongoing relationships we remain available for contract interpretation questions.
Common questions
Business contracts FAQ
Do I need a lawyer to review a contract?
Not always, but the contracts that matter most almost always contain provisions that shift risk in ways that are not obvious at first read. Limitation of liability clauses, indemnification provisions, automatic renewal terms, and governing law selections can have significant financial consequences that only become apparent when something goes wrong. A one-time flat-fee review typically costs far less than resolving a dispute over an unreviewed clause. We offer flat-fee contract review for most standard commercial agreements, so you know the cost before engaging.
What is the difference between a vendor contract and a client contract?
A vendor contract governs your relationship with someone supplying goods or services to your business. A client contract governs your relationship with someone purchasing goods or services from your business. The risk allocation in each is typically different. In a vendor contract you want to protect against late delivery, defective goods, and confidentiality breaches. In a client contract you want to limit your liability for consequential damages, protect your intellectual property, and ensure you get paid. We draft both from the appropriate perspective for your role in the relationship.
Are non-compete agreements enforceable in New York?
New York enforces non-compete agreements between businesses, but applies a reasonableness standard to non-competes in the employment context. A non-compete must be reasonable in duration, geographic scope, and the activities restricted. It must also be ancillary to a legitimate business interest such as the protection of trade secrets or customer relationships. Overly broad non-competes are routinely blue-penciled or voided by New York courts. We draft non-competes carefully to maximize enforceability while protecting the legitimate interests of the business.
What should I look for in a contract presented by the other side?
The provisions that most commonly create problems are limitation of liability clauses that cap your recovery below your actual loss, indemnification provisions that shift liability to you for things outside your control, automatic renewal clauses that lock you in without notice, unilateral amendment rights that allow the other party to change terms without your consent, and governing law and dispute resolution clauses that require you to litigate in an inconvenient forum. We provide a written summary of these and other key issues when reviewing contracts for clients.
Related services
Often considered alongside Business Formation
Contract to review or draft?
We offer flat-fee contract review for most standard commercial agreements. Speak with an attorney before signing anything significant.
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Call us at (914) 793-2626
Use our secure intake form to tell us about your matter. We review every submission personally and respond within one business day.