Commercial Contract Lawyers
We draft and review commercial agreements that protect your negotiating position and reduce the chance of a dispute arising at all.
Overview
A commercial contract is not a document you sign and file away. It is the one text that will be read literally on the day the parties fall out, and every ambiguous sentence will be resolved in favour of whoever has the stronger position at that moment. So we draft on the assumption that a dispute will happen, not on the assumption of continuing goodwill.
We cover the full contract lifecycle: negotiating the key terms, drafting, pre-signature review, managing variations and annexes, and dealing with breach when it comes — notice, settlement or claim. We work in Arabic and English together, including which version prevails on conflict: a point that is routinely forgotten and expensively rediscovered.
With the Civil Transactions Law in force, contracts now have a clearer written reference on interpretation, liability, rescission and damages. That reduces uncertainty, but it also means poor drafting shows more plainly: an imprecise text will be applied as written, not as intended.
The legal framework
Contract drafting and review rest on the general law of transactions and on sector regimes depending on subject matter:
- The Civil Transactions Law on obligations, interpretation, rescission and damages
- The Commercial Courts Law and jurisdiction over commercial disputes
- The Arbitration Law where arbitration is chosen as the dispute mechanism
- The commercial agency and franchise regimes in distribution contracts
- The Personal Data Protection Law in contracts involving data processing
- Competition rules for agreements with market effect
Situations we handle
A recurring supply or services contract
Scope, performance measures, pricing mechanics and termination. Without a clear measurement standard, every performance assessment becomes an open dispute.
A partnership or joint venture agreement
Contributions, governance, intellectual property and exit. Most partnerships fail not at the work but at the absence of an agreed separation mechanism.
A distribution or commercial agency contract
Exclusivity, territory, minimum purchases and the consequences of termination. Unstructured termination in these contracts is a major source of claims.
An NDA before a transaction
Defining confidential information, the duration of the obligation and the carve-outs. A loose, general NDA protects nothing in practice.
A variation to an existing contract
Verbal changes and changes by message create contradictions with the original. We capture them in a written annex stating what changed and what remains in force.
Costly mistakes we see
- 1
A template copied off the internet
Circulating templates are written for another legal environment and sometimes point to courts and laws with no connection to the Kingdom. Signing one means accepting terms you never read.
- 2
A vague dispute resolution clause
Referring to "the competent authority" without specifying it produces a dispute about the forum before the dispute itself. Name the forum, the language and the seat expressly.
- 3
No prevailing language clause
Where the Arabic and English versions conflict and no version is stated to prevail, you inherit an interpretation argument that is not quickly resolved.
- 4
Ignoring the termination provisions
Most parties negotiate price and leave termination to the last page. In practice, termination is the clause most used in the life of a contract.
How the procedure runs, step by step
A good commercial contract is measured not by its length but by its ability to end a dispute without litigation. We draft every contract around one question: if we disagree in two years, which clause decides it?
- 1
Map the commercial risk before drafting
We start from the business model: who delivers what, when, and against what acceptance standard? Contracts fail when they describe the obligation in general terms with no measurable test.
- 2
Draft obligations with acceptance criteria
Each obligation becomes something provable: a specification, a period, a performance indicator, and a cure mechanism for breach. That is what makes a claim decidable before the Commercial Court without a drawn-out expert referral.
- 3
Allocate liability and set the limits
Liability caps, exclusion of indirect loss, force majeure, and liquidated damages for delay. These clauses determine the size of your loss in the worst case, and they are usually the ones nobody negotiates.
- 4
Choose the dispute route
Commercial courts or arbitration, and the seat, rules and language of any arbitration. A loosely drafted arbitration clause is void and puts you back before the courts after a year spent arguing jurisdiction alone.
- 5
Review the templates periodically
We review contract templates annually against changes in the Civil Transactions Law and the Commercial Courts Law. A contract drafted before the Civil Transactions Law needs updating specifically on termination and damages.
Documents we will ask you for
- The current draft or the template in use
- The commercial proposal, scope of work and pricing
- Commercial registration for both parties
- Correspondence showing what was actually agreed
- Comparable earlier contracts or disputes arising from them
- Any general terms of business the contracts refer to
Fees and timelines
We price per document: a fixed fee for a standard contract, and a fee covering a defined number of negotiation rounds for a negotiated one. Pre-signature review is offered as a standalone deliverable with a written report on the risks and the clauses we recommend changing.
On timing: reviewing an existing contract normally takes two to five working days. Drafting from scratch takes three days to two weeks. Multi-party or transaction-linked contracts move at the pace of the negotiation between the parties rather than the pace of drafting.
Common questions
Is an English-language contract valid in Saudi Arabia?
Yes, but proceedings before Saudi bodies are conducted in Arabic and a certified translation will be required. The better course is two matching versions with a stated prevailing language, which saves both time and argument later.
What is the difference between reviewing and drafting a contract?
A review assesses a document produced by the other side and ends with a risk report and proposed amendments. Drafting means writing from scratch in your favour. Review costs less, but drafting gives you the advantage, because whoever writes the text sets the frame.
Can a contract be amended after signature?
Yes, by agreement, through a written annex. Amending by messages or an oral understanding creates a conflict with the original, and proving what was actually agreed becomes the dispute itself.
Which forum hears a commercial dispute?
The commercial courts within their jurisdiction, unless the parties have agreed to arbitration. The choice has real consequences for duration, cost and confidentiality, and it is settled at drafting rather than at the point of disagreement.
When is arbitration better than court?
Usually in high-value, technical or cross-border contracts, and where confidentiality matters. In smaller contracts the cost of arbitration can exceed the value in dispute, which makes the court the sensible choice.
Are liquidated damages clauses enforceable?
Compensation for delay can be agreed, subject to the statutory rules and to adjustment where the amount is excessive. Good drafting ties the figure to real loss with a reasonable cap rather than an arbitrary number.
How long does it take to prepare a contract?
A standard contract: two to three days. A negotiated one: one to two weeks. The real timeline is set by how quickly the other side responds rather than by drafting speed.
Will you negotiate on our behalf?
Yes, either by attending directly or by giving you written negotiating positions clause by clause: what can be accepted, what needs amendment, and what should be refused with a prepared alternative.
What do we do when the other party breaches?
Do not start with escalation and do not stay silent. The first step is a documented written notice identifying the breach and allowing a cure period — the foundation for any later claim for damages or rescission. Most breaches are resolved at that step.
Related services
Contract Drafting Lawyers
We draft clear, enforceable contracts that reflect what was actually agreed.
Contract Review Lawyers
We review contracts put in front of you and flag the risks and the clauses worth negotiating.
Arbitration & Mediation Lawyers
We act for parties in domestic and international commercial arbitration, and draft arbitration clauses that hold up when tested.