Subject Matter, Price and Performance Terms

The terms of the proposed transaction should be agreed before the contract is drafted. One template is not suitable for a one-off supply, ongoing services, software development, construction work and an agency arrangement.

UBC specialists will clarify the subject matter, deliverable, participants, price, taxes, payment procedure, deadlines and performance documents. They will separately verify the authority of the signatories, any licences or permits relevant to the service, and the involvement of intermediaries, carriers and other contractors.

As a result, the legal terms will correspond to how the company actually sells, purchases, delivers goods or accepts work.

When drafting from scratch, the starting materials may include the commercial brief, invoice, specification or description of the required performance. The document structure is then determined and the terms needed specifically for that transaction are included.

The following are usually agreed:

• the parties, signatories and their authority;
• the subject matter and measurable deliverable;
• the price, currency, taxes and payment procedure;
• deadlines, stages, delivery and acceptance;
• documents confirming performance;
• the procedure for amendments, notices and electronic exchange;
• liability, termination and dispute resolution.

For recurring transactions, a master agreement, schedules, order forms and standard specifications can be prepared. This speeds up subsequent transactions and maintains a consistent internal process within the company.

If the draft was prepared by the other party, UBC specialists analyse it in the context of the agreed commercial terms. The text is first compared with the commercial arrangement and the obligations being assumed by your company are identified.

The lawyer will highlight provisions that should be clarified before signing, propose revised wording and explain the business consequence of each material amendment. If required, the lawyer can prepare a protocol of disagreements or participate in negotiations.

Particular attention is paid to when the payment obligation arises, evidence of quality, transfer of title or risk, grounds for deductions, price changes and the ability to terminate the contract. For an international transaction, the governing law, currency, delivery, documents and dispute resolution mechanism are also agreed.

Signing, Documents and Performance by the Parties

A contract can be performed remotely if the parties agree in advance the signing method, official addresses, document exchange procedure and evidence of receipt. For QES and other forms of electronic identification, it is important to understand which documents are signed and where the original electronic files and confirmations are stored.

UBC specialists will confirm whether the selected method is appropriate for the nature of the transaction and prepare wording for electronic document management. This helps connect the contract, invoices, acceptance certificates, delivery notes, correspondence and bank payments into one coherent document set.

After signing, the terms should be accessible to employees responsible for delivery, acceptance, payment and communication with the counterparty. UBC can prepare a short contract summary showing the principal amounts, deadlines, documents, responsible persons and actions required if the terms change.

For a long-term project, it is useful to maintain a milestone calendar. It records order dates, deliveries, acceptance documents, payments, renewals and notices. The legal function or responsible employee can see in advance when a document must be obtained or a notice sent to the other party.

If the actual business process changes, the contract should also be updated. A new product, a different recipient, a different payment structure or an additional subcontractor should be documented before the arrangement becomes routine. The lawyer will determine whether a schedule or supplemental agreement is sufficient and which information needs to be provided to accounting and the bank.

For a group of similar contracts, an internal approval process can be established. Standard terms are approved in advance, while deviations relating to price, liability, deferred payment or governing law are referred to the relevant specialist. This accelerates sales while maintaining control over the company's material obligations.

Amendments, Liability and Termination

A pre-agreed amendment procedure helps avoid disputes about what the parties agreed by telephone or in correspondence. The contract specifies authorised contacts, the permitted order format, the point at which confirmation occurs and the documents that close each stage. Material changes are documented by a supplemental agreement or another expressly agreed mechanism.

Termination provisions are linked to actual performance. UBC specialists will clarify which breaches can be remedied, the time allowed for remedy, and what happens to any advance payment, unfinished work, materials and access rights. For ongoing services, the procedure for transferring data and documents to a new provider is also defined.

If the contract must protect intellectual property, confidential information or a customer base, the relevant provisions are tailored to the subject matter and participants in the project. The client receives not a set of generic prohibitions, but a mechanism that can be applied to a specific breach.

Before the final version is issued, the schedules, definitions, amounts and cross-references are checked once more. The client receives a clean version for signature and, if required, a marked-up version for negotiations with the counterparty.

To begin, send the draft contract, commercial proposal, specification, technical brief, correspondence concerning price and deadlines, registration details of the parties and any known payment requirements. State which terms have already been agreed and where differences remain.

You will receive a complete draft or revised version, an explanation of the material terms and a list of documents required for performance. The cost depends on the type of transaction, volume of text, number of schedules, negotiations and urgency; it is agreed before work begins.

Send the draft contract or a description of the transaction, commercial proposal, specification, payment schedule and information about the counterparty. State the desired signing date and the points already discussed by the parties. UBC specialists will assess the scope, agree the timeframe and prepare a revised draft or a comments table for negotiations.

Before signing, the contract terms are compared with the way employees will actually perform the contract: order, invoice, prepayment, delivery or provision of the service, acceptance and final settlement. For each stage, the document, deadline and employee responsible for confirming the result are identified. This comparison shows whether the contract text is sufficient for the team's day-to-day work and whether the counterparty can clearly understand the required procedure.

Changes in scope, extensions of time, returns and disagreements about quality are considered separately. The parties agree who may change the terms, what notice or supplemental agreement documents the decision and which evidence must be retained. As a result, the owner receives a contract linked to the real commercial arrangement, while employees receive a clear procedure for performance and payment control.