Contract Drafting

We draft commercial agreements from scratch for Florida businesses, building the document around how the deal actually works and where it is likely to break. That covers master service agreements, vendor and supplier contracts, statements of work, nondisclosure agreements, independent contractor agreements, and the reusable template libraries that let a growing company paper routine deals without calling counsel each time.

We draft agreements that allocate risk deliberately rather than repeating language nobody has examined in years. Every material term is there because someone decided it should be, and the business understands what it agreed to before the document is signed.

• Master Agreements: building framework contracts that govern an ongoing relationship while individual engagements are papered through separate orders.
• Statements of Work: defining scope, deliverables, acceptance criteria, and change procedures so the parties measure performance against the same standard.
• Vendor Contracts: drafting supplier and service agreements that hold the counterparty to defined obligations and remedies.
• Confidentiality Agreements: protecting information in a way that survives the relationship and remains enforceable against a departing counterparty.
• Contractor Agreements: structuring independent contractor relationships with attention to classification, ownership of work product, and restrictive covenants.
• Template Libraries: producing a set of standard agreements the business can issue itself, with guidance on which terms may be negotiated.

Every commercial agreement distributes risk between two parties, whether or not anyone drafted it that way. Silence is a decision. When a contract says nothing about consequential damages, the default rules apply, and those rules were not written with a particular business in mind. The terms that determine exposure are usually the ones that get the least attention during negotiation, because they only matter after something has already gone wrong.

We draft the risk provisions first rather than treating them as boilerplate at the end of the document. Indemnity, limitation of liability, insurance, and warranty terms are written to fit the actual exposure of the transaction.

• Indemnity Provisions: defining who defends what, under which circumstances, and what the indemnifying party is actually required to pay.
• Liability Caps: setting monetary limits and carve-outs that reflect the value of the contract and the realistic scale of what can go wrong.
• Warranty Terms: stating what is promised and disclaiming what is not, so expectations are set in the document rather than in a sales conversation.
• Insurance Requirements: specifying coverage types, limits, and additional insured status that the counterparty must actually be able to provide.
• Force Majeure: drafting excuse provisions that address hurricanes, supply disruption, and other events with realistic consequences for Florida operations.
• Damages Exclusions: addressing consequential, incidental, and lost profit damages explicitly instead of leaving the question to default rules.

The provisions that generate the most disputes are rarely the sophisticated ones. They are scope, price, and timing. A statement of work that describes the deliverable in general terms invites a disagreement about whether it was delivered. A payment schedule tied to undefined milestones invites a disagreement about whether payment is due. Precision in these terms is what keeps a commercial relationship out of a lawyer’s office.

We write the operational terms with the same care as the legal ones, defining deliverables, acceptance, milestones, and change orders in language the people running the work can apply. Disputes about performance get resolved by reading the contract rather than by litigation.

• Deliverable Definition: describing what is being provided with enough specificity that completion is a question of fact rather than opinion.
• Acceptance Criteria: establishing how work is reviewed, how long the reviewing party has, and what happens when it is rejected.
• Payment Schedules: tying payment to defined events, with interest, late fees, and suspension rights that give the terms weight.
• Change Procedures: requiring scope changes to be documented and priced before the work is performed rather than argued about afterward.
• Service Levels: setting measurable performance standards and the credits or remedies that apply when they are missed.
• Term and Termination: defining duration, renewal, termination rights, and what each party owes the other when the relationship ends.

Where a dispute gets decided often matters as much as the substantive terms. A Florida business that agrees to litigate in another state has accepted travel costs, unfamiliar counsel, and procedural rules it did not choose, and it has done so in a clause that took thirty seconds to negotiate. Florida law and a Florida forum are usually worth insisting on, and the request is rarely the one that breaks a deal.

We draft governing law, venue, and dispute resolution clauses as deliberate choices rather than as closing formalities. The business knows which law applies, where a dispute would be heard, and what the practical cost of that forum would be.

• Choice of Law: selecting the governing law that suits the transaction and confirming it will be respected given the parties and the subject matter.
• Venue Selection: fixing the forum in the appropriate Florida county rather than accepting a counterparty’s home jurisdiction by default.
• Arbitration Clauses: deciding whether arbitration serves the business, and if so, drafting the rules, seat, and scope with intention.
• Fee Shifting: including prevailing party attorney fee provisions where they improve the leverage available in a dispute.
• Notice Provisions: specifying how formal notice is given and received, since defective notice can undermine an otherwise valid termination.
• Jury Waivers: addressing jury trial waivers where they are appropriate to the transaction and enforceable under Florida law.

Reusing an old agreement is efficient until it is not. A contract written for a different deal carries assumptions that no longer apply, references parties that no longer exist, and omits the terms the current transaction requires. The savings from adapting a prior document disappear the first time a provision fails. Some agreements should be built from the ground up, and knowing which ones is part of the work.

We advise on when a transaction warrants a purpose-built agreement and when a well-maintained template will do. Businesses spend drafting time where the risk is concentrated instead of spreading it evenly across every document.

• New Relationships: papering a first engagement with a significant counterparty, where the terms set the pattern for everything that follows.
• High Exposure Deals: drafting where the potential loss meaningfully exceeds the contract value and the risk terms have to carry weight.
• Novel Arrangements: building agreements for structures the business has not used before, including revenue shares and joint ventures.
• Regulated Transactions: drafting where licensing, industry regulation, or Florida statutory requirements shape what the agreement may contain.
• Template Refresh: rebuilding a standard form that has accumulated edits over the years and no longer reflects how the business operates.

Drafting is easy to do badly and hard to do well. Anyone can produce a document that looks like a contract. Producing one that holds up when the counterparty stops paying, walks away, or reads a clause differently than intended requires knowing how these agreements fail. We draft with the dispute in mind, because the value of a contract is measured on the day someone reaches for it, not on the day it is signed.

Pomeranz Law provides commercial drafting that reflects how a business actually operates and where its risk actually sits, delivered on timelines that fit the pace of the deals being papered.

• We draft agreements the client can read and apply without calling counsel to interpret them.
• We build risk provisions to fit the transaction rather than inserting standard language that was written for someone else.
• We tell clients when a term they want is unlikely to be enforceable rather than including it and leaving them to find out later.
• We work at the speed of the business, because a contract delivered after the deal has moved on has no value.
• We build template libraries that reduce what the business needs from counsel over time.