The contract is a business's daily working tool, yet the one most neglected. A template borrowed from a peer, terms and conditions never updated, a partnership sealed with a handshake: so many weaknesses that stay invisible until the day the partner changes their mind, stops paying or disputes their obligations.
Maître Léa Scemama drafts, negotiates and reviews businesses' commercial contracts in Paris, with a simple principle: a good contract is not the one that reassures at signing, but the one that protects you on the day of disagreement.
See all our commercial law services on our commercial law page.
How we work
| When we act | What we do | What you receive |
|---|---|---|
| Before contracting | Analysis of your business model and of the risks you actually run | The list of the clauses that matter for your activity, and of those that serve no purpose |
| Drafting | Terms of sale, terms of use, services, framework agreements, subcontracting, partnership, confidentiality | Documents that are consistent with each other and enforceable against your customers |
| Negotiation | Discussion of the sensitive clauses with your counterparty or its adviser | A signed contract whose every consequence you know |
| Audit of your existing suite | Review of your templates against legal developments and your actual practice | A ranked upgrade, from the riskiest to the least urgent |
| When difficulty arises | Analysis of performance, formal notice, termination or renegotiation | A settled legal position before any exchange with the other party |
Our billing arrangements are set out on our fees page.
Why a written, tailored contract?
Writing the contract means setting the rules while the relationship is still calm. It clearly allocates obligations, anticipates incidents (delay, default, termination) and determines in advance who bears which risk. A tailored contract starts from your actual business model, where a generic template stacks clauses that are sometimes unsuitable, even dangerous.
Terms of sale, terms of use and contractual documents
Terms of sale are the foundation of your commercial relationship: price, payment terms, retention of title, warranties, penalties, competent court. The firm drafts terms of sale and use suited to your activity and clientele (professionals or consumers), compliant with legal requirements and genuinely enforceable against your clients.
French law caps agreed payment terms at sixty days from the invoice date, or forty-five days end of month if expressly agreed, and adds a fixed recovery indemnity of 40 euros for each invoice paid late (articles L. 441-10 and D. 441-5 of the Commercial Code). Breaches expose a company to administrative fines of up to two million euros (article L. 441-16). Once drawn up, general terms of sale are the sole basis for commercial negotiation and must be provided, on a durable medium, to any business buyer who asks (article L. 441-1).
If your business operates commercial premises, its lease clauses follow a distinct regime: see our commercial leases page.
Service contracts, partnerships and confidentiality
Service contract, framework agreement, subcontracting contract, commercial partnership, non-disclosure agreement (NDA): each follows its own logic. The firm defines with you the scope of services, service levels, ownership of deliverables and intellectual property, and the conditions for reversibility and exit.
When the contract covers a communication campaign entrusted to a content creator, a specific regime applies and requires a written contract above a threshold: see our influencer marketing page.
The clauses that make the difference
Some clauses concentrate most of the risk and deserve particular attention:
- Price, revision and payment-term clauses, with late-payment penalties and fixed recovery indemnity
- Limitation-of-liability clause and caps on damages
- Intellectual property and confidentiality clauses
- Term, renewal and termination clauses (notice period, termination for breach)
- Force majeure and hardship clause (renegotiation on change of circumstances)
- Jurisdiction and governing-law clause
What the law overrides, whatever the contract says
Some clauses fall however carefully they were negotiated. A clause that deprives the debtor's essential obligation of its substance is deemed unwritten (article 1170 of the Civil Code). In a standard-form contract, a non-negotiable clause creating a significant imbalance is too, although the review does not cover the price or the main subject matter (article 1171). Between businesses, the same imbalance makes the party imposing it liable (article L. 442-1, I, 2° of the Commercial Code).
General terms apply only if the other party knew of them and accepted them. When your terms of sale meet your client's terms of purchase, incompatible clauses have no effect, and specific terms always prevail over general ones (article 1119). The order of priority between documents should therefore be set out in writing.
Two mechanisms deserve a dedicated clause. Hardship allows a party whose performance becomes excessively onerous after an unforeseeable change of circumstances to ask for renegotiation, and then the court to revise or end the contract, unless that party had accepted the risk (article 1195). And ending an established commercial relationship requires written notice reflecting its length; eighteen months' notice rules out any argument that it was too short (article L. 442-1, II).
Review and upgrade of your existing contracts
You already have contracts, but are they still suitable? The firm audits your contractual documentation, identifies risky or outdated clauses (particularly in light of contract-law and commercial-practice reforms) and proposes a coherent upgrade of all your templates.
Why entrust your contracts to a lawyer?
A well-drafted contract is an investment, not an expense: it prevents disputes whose cost far exceeds that of drafting. In case of breach, it is your best asset for debt recovery or commercial litigation. The firm also handles distribution and franchise contracts.
Frequently asked questions
Are terms of sale mandatory?
Between professionals, terms of sale must be communicated on request of any professional buyer; they form the sole basis of the commercial negotiation. Towards consumers, many statements are required on pain of sanction. Well-drafted terms are your first protection.
What is the risk of a poorly drafted contract?
An imprecise contract exposes you to unpredictability: unfavourable interpretation by the judge, clauses deemed unwritten, uncapped liability, inability to terminate. Most commercial disputes arise from a deficient contract rather than genuine bad faith.
Can liability be limited in a contract?
Yes, limitation-of-liability clauses are valid between professionals, within certain limits: they cannot cover gross or wilful misconduct, nor deprive the contract of its substance. Their drafting is decisive for enforceability.
Does a contract signed by email have legal value?
Yes. An agreement can be formed by exchange of emails once consent on the essential elements is established. This is precisely why care is needed in pre-contractual exchanges: you can commit without realising it.
Related topics
- Unfair competition: the non-compete clause and how it is enforced.
- Business insolvency: the fate of ongoing contracts in insolvency proceedings.
- Sale of a business: the contracts transferred with the business, and those that are not.
Written by Maître Léa Scemama, admitted to the Paris Bar, Miraï Avocats. This page states the law applicable at its update date. It is general in nature and does not constitute advice tailored to a particular situation.