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.
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.
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.
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
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 The firm audits your contractual documentation, identifies risky or outdated clauses (particularly in light of contract-law and commercial-practice reforms) and proposes a coherent upgrade of all your templates.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.