Contracts & Agreements

Contract drafting, review, and negotiation

Every operating company runs on a library of contracts: customer and master service agreements, vendor and supplier terms, statements of work, nondisclosure agreements, software and SaaS subscriptions, equipment leases, and the one-off deals that come up across a working year. We draft, review, and negotiate them on the cadence a business actually signs them, in plain language built to hold rather than boilerplate pulled from a form file. A contract for the sale of goods falls under Article 2 of Washington’s Uniform Commercial Code (RCW 62A.2), which fills gaps the parties didn’t address and can override terms they thought they’d fixed; a pure services or hybrid contract runs on common law. Knowing which body of law governs changes how the agreement should be drafted.

Most disputes we’re later asked to litigate trace back to a contract no one read closely before signing, or a deal done on a purchase order and an email with no real terms behind it. The statute of frauds requires certain agreements to be in writing to be enforceable, including contracts for goods of $500 or more under RCW 62A.2-201 and the categories listed in RCW 19.36, such as guaranties and agreements that can’t be performed within a year. We make sure the paper matches the deal before there’s anything to argue about.

Risk allocation: indemnity, liability, and warranties

The terms that look like boilerplate are usually the ones that decide who pays when something goes wrong. Indemnification shifts the cost of third-party claims from one party to the other; limitation-of-liability provisions cap how much a party can owe and often exclude consequential damages entirely; warranties promise that goods or services will meet a defined standard, and disclaimers take those promises back. We negotiate these as a set, because a generous indemnity sitting above a low liability cap is worth far less than it looks, and a warranty disclaimer that isn’t conspicuous enough to satisfy the UCC doesn’t actually disclaim anything.

For sales of goods, Washington’s UCC implies a warranty of merchantability and, where the seller knows the buyer’s purpose, a warranty of fitness for that purpose (RCW 62A.2-314 and RCW 62A.2-315) unless they’re properly disclaimed. We draft the risk-allocation provisions to match where the client actually sits in the deal, the party with leverage and the party absorbing the exposure rarely want the same language, and we make sure the clauses are enforceable rather than merely present.

Dispute resolution, governing law, and attorney fees

Where and how a dispute gets resolved is decided at signing, not when the dispute arrives. We draft the governing-law, venue, and dispute-resolution clauses deliberately: arbitration trades the right to appeal for speed and privacy; litigation keeps appellate rights but is public and slower; a mandatory mediation step ahead of either resolves many disputes before they harden. The choice of governing law matters even between Washington parties when one operates elsewhere, and a forum-selection clause can put a Washington company in front of a court two time zones away if no one negotiated it.

Attorney-fee provisions deserve particular attention in Washington. Under RCW 4.84.330, a contract clause awarding fees to one party in a dispute is read as bilateral: the prevailing party recovers regardless of which side the clause named, so a one-sided fee provision a client thought favored them can just as easily be turned against them. We draft fee, notice, and dispute-resolution terms knowing how they play out when the relationship breaks down.

Signatures, authority, and enforceability

A contract is only as good as its enforceability, and the formalities decide that. Electronic signatures are valid and enforceable under the federal E-SIGN Act (15 U.S.C. § 7001) and Washington’s Uniform Electronic Transactions Act (RCW 1.80), so a deal closed by DocuSign is as binding as ink, but the manner of acceptance still has to be clear. We watch for the gaps that void otherwise-good agreements: a signatory without actual authority to bind the entity, an unsigned counterpart, an amendment made by email when the contract requires a signed writing, or terms incorporated by reference to a document no one attached.

Authority is the quiet failure point in closely-held companies, where the person negotiating isn’t always the person empowered to sign. We confirm signing authority, draft the entity and capacity blocks correctly, and make sure the integration, amendment, and counterparts provisions say what the parties intend, so the contract holds up if it’s ever tested.

Non-competes, NDAs, and regulated agreements

Some agreements live under statutes that override whatever the parties wrote. Washington sharply limits non-competition agreements under RCW 49.62: they’re void against workers earning below an annually adjusted earnings threshold, must be disclosed before acceptance, and can’t run longer than eighteen months without specific justification. A non-compete drafted to a California or Texas standard is often unenforceable here, and a void one can expose the employer to statutory penalties. We draft restrictive covenants, non-solicitation, confidentiality, and nondisclosure provisions to Washington’s actual rules, not a national template.

For companies selling across borders, the UN Convention on Contracts for the International Sale of Goods (the CISG) can apply by default to contracts with parties in other signatory countries, displacing the UCC unless the contract opts out. We flag the international-sale and choice-of-law issues a domestic form contract silently gets wrong, and we draft the opt-out when the client wants Washington law to govern.