Services | COMMERCIAL CONTRACTS

How we help

Yohanan Law advises entrepreneurs, startups, founder-led businesses, and established companies throughout Brooklyn and New York on a wide range of commercial contracts. Our practice includes drafting, reviewing, negotiating, and enforcing service agreements, licensing agreements, supplier and distribution agreements, manufacturing agreements, non-disclosure agreements (NDAs), employment and independent contractor agreements, marketing and vendor agreements, and other contracts that support day-to-day business operations. Whether you are launching a new venture, entering a strategic business relationship, hiring key personnel, or negotiating with customers, suppliers, or partners, we provide practical legal counsel tailored to the needs of growing businesses.

A well-drafted contract can prevent costly disputes, protect valuable business assets, and create clarity when expectations are not met. Every agreement presents unique legal and commercial considerations, from payment terms and intellectual property ownership to liability allocation, confidentiality obligations, termination rights, and dispute resolution provisions. We help clients identify risks, negotiate favorable terms, and structure agreements that support their business objectives. We provide practical, no-nonsense advice that help Brooklyn businesses operate with confidence.

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Client Industries

Technology

Manufacturing

Media

Entertainment

Retail

Professional Services

Healthcare

Insurance

Consumer Products

Technology Manufacturing Media Entertainment Retail Professional Services Healthcare Insurance Consumer Products

Previous clients

Brooklyn-based third party logistics provider

Westchester based coaching company

Brooklyn-based brick and mortar barbershop

Brooklyn-based Web3 mental health startup

Manhattan-based therapist

Georgia-based real estate investment consulting firm

Manhattan-based travel agency

Manhattan-based accounting firm

Brooklyn-based copyrighting services freelancer

Florida-based marketing services firm

Manhattan-based creative consulting firm

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FAQ

The best time to involve a lawyer is before you sign the contract. Many business owners wait until something goes wrong, only to discover that the agreement they signed gives them little leverage to fix the problem. A brief legal review on the front end is almost always less expensive than litigating or renegotiating a poorly drafted contract later.
Some contracts deserve particular attention because they create significant legal or financial risk. Examples include partnership agreements, shareholder agreements, operating agreements, service contracts, vendor agreements, employment agreements, licensing agreements, commercial leases, financing documents, and any contract involving a substantial financial commitment. Even contracts that appear "standard" often contain one-sided provisions involving indemnification, liability limitations, automatic renewals, intellectual property ownership, non-compete restrictions, or dispute resolution.
Artificial intelligence can be a useful starting point for reviewing a contract, but it should not be the final step. AI can summarize provisions, identify obvious issues, and help you understand legal terminology. It cannot evaluate your business objectives, negotiate better terms, or reliably identify every legal or commercial risk unique to your transaction. Before signing an important agreement, you should have an experienced attorney verify that the contract protects your interests.
In our experience, the party that drafted the contract is usually not looking out for your interests. Most business contracts are not neutral documents. They are designed to protect the party that prepared them. Before you sign, you should understand exactly what risks you are accepting and whether those risks can be negotiated. A lawyer can identify one-sided provisions involving payment terms, indemnification, intellectual property ownership, termination rights, liability limitations, and dispute resolution before they become expensive surprises.
You can, but you should understand the risk you are taking. In our experience, most online contract templates are not finished agreements. A template may provide a useful starting point, but it has no understanding of your business, industry, bargaining power, or the specific risks associated with your transaction.
The biggest problem with online templates is what they do not say. A service agreement, for example, may not adequately address intellectual property ownership, payment disputes, limitation of liability, confidentiality obligations, or termination rights. A software company, manufacturer, marketing agency, healthcare provider, and retail business may all use "service agreements," but the risks they face are dramatically different. A generic template rarely accounts for those differences.
If you have to choose between using a generic online template or asking an AI tool to draft a contract from scratch, we think the better approach is to upload the template into the AI tool and use it as the starting point. AI can often identify missing provisions, explain legal language, and suggest improvements that make a template more useful. But it is still not a substitute for legal advice because AI can still make mistakes.
In our experience, the party relying on a free template is often the party assuming the most risk without realizing it. If the contract governs a meaningful business relationship, significant revenue, valuable intellectual property, or substantial liability exposure, it is almost always worth having an attorney review or customize the agreement. The cost of legal review is often far less than the cost of discovering that the template failed to protect you when a dispute arises.
The biggest mistake is treating contracts as paperwork instead of risk-management tools. Many business owners spend significant time negotiating price and business terms but pay little attention to the legal provisions that determine what happens when something goes wrong. A contract that works perfectly when both parties are happy may be useless when a dispute arises.
Another common mistake is signing agreements without fully understanding liability limitations, indemnification provisions, termination rights, payment terms, intellectual property ownership, automatic renewal clauses, or dispute resolution procedures. We frequently see business owners assume that a contract is "standard" or "non-negotiable" when, in reality, many of the most important terms are negotiable.
Perhaps the most costly mistake is failing to put important business terms in writing. Many disputes arise because the parties relied on emails, text messages, verbal promises, or assumptions that never made it into the final agreement. In our view, business owners should assume that if a term is important enough to influence the deal, it is important enough to appear in the contract. When a dispute occurs, courts generally look to the written agreement and not what the parties remember discussing months or years earlier.
Before signing a contract, make sure you understand what obligations you are accepting, what risks you are assuming, and what happens if the other party fails to perform. In our experience, many business owners focus almost exclusively on the business terms, such as the price, payment schedule, scope of work, delivery deadlines, performance expectations, or length of the agreement, while overlooking the provisions that become important when a dispute arises. Those legal provisions often determine who bears the risk, who pays for losses, whether you can terminate the agreement, and what remedies are available if things go wrong.
Pay particular attention to liability limitations, indemnification provisions, termination rights, payment obligations, intellectual property ownership, confidentiality requirements, non-compete restrictions, and dispute resolution procedures. For example, a contract may limit the other party's liability to a few thousand dollars while exposing your business to substantially greater losses. Similarly, a service agreement may assign ownership of a valuable work product in a way that neither party fully understands.
In our view, the most important question is whether the contract still protects you if the relationship deteriorates tomorrow. The party that drafted the agreement is usually not looking out for your interests. Before signing, make sure the contract accurately reflects the deal you think you are making and that you understand the consequences if things do not go according to plan. For significant contracts, legal review is often one of the least expensive forms of risk management available.
In our experience, the biggest contract red flags are the provisions that shift risk heavily to one side while appearing harmless on first review. For example, a contract may contain broad indemnification obligations, unlimited liability exposure, automatic renewal clauses, one-sided termination rights, or payment terms that make it difficult to collect what you are owed. Many business owners focus on the price and scope of work while overlooking the provisions that determine who bears the risk when things go wrong.
Another major red flag is ambiguity. If key business terms are vague, incomplete, or left open to interpretation, the parties may have very different expectations about what they actually agreed to. Common examples include poorly defined deliverables, unclear payment milestones, vague performance standards, or incomplete intellectual property provisions. In our experience, unclear contracts often create more disputes than unfavorable contracts because neither side fully understands its obligations.
Perhaps the biggest red flag of all is when the contract gives one party significant protections while providing little protection to the other. The party that drafted the agreement is often trying to limit its liability, preserve flexibility, and strengthen its legal position in the event of a dispute. That does not necessarily make the contract unfair, but it should prompt a closer review. If a contract appears to protect only one side, there is a good chance the other side is assuming more risk than it realizes.

Getting Started

Service Agreements & Commercial Contracts

The most important provisions are the ones that determine what happens when the relationship stops going according to plan. Many business owners spend hours negotiating price and scope but devote little attention to payment disputes, liability allocation, termination rights, or intellectual property ownership.
At a minimum, a well-drafted service agreement should clearly define the services being provided, payment terms, performance expectations, deadlines, confidentiality obligations, ownership of work product, limitation of liability provisions, indemnification obligations, dispute resolution procedures, and termination rights. For example, a marketing agency and its client should clearly understand who owns the advertising content created during the engagement. Similarly, a consultant and customer should understand what happens if a project falls behind schedule or one party wants to end the relationship early.
In our view, the best service agreements address potential disagreements before they occur. The goal is not simply to document the business deal. The goal is to eliminate uncertainty. If a disagreement arises over scope, payment, ownership of deliverables, or performance expectations, the contract should provide a clear answer rather than creating additional questions. A well-drafted service agreement protects both parties by establishing expectations at the outset and reducing the likelihood of costly disputes later.
Most payment disputes are caused by unclear expectations rather than outright refusal to pay. Businesses often begin work before a contract is signed, fail to define payment milestones, or use vague invoicing procedures that create confusion later. A well-drafted service agreement should clearly address pricing, invoicing schedules, payment deadlines, late fees, interest charges, expense reimbursement, and the consequences of nonpayment.
Companies should also think carefully about leverage. For example, many service providers require deposits, retainers, milestone payments, or partial payment in advance before significant work begins. A consultant, marketing agency, software developer, or professional services firm that waits until the project is complete to collect payment is often assuming unnecessary risk. The longer a client receives value before paying, the weaker the provider's negotiating position may become.
One of the most effective payment protections is a contract that gives the company meaningful remedies if a client falls behind. These may include the right to suspend services, withhold deliverables, recover attorneys' fees, charge late-payment penalties, or terminate the relationship altogether. Clients generally pay faster when the contract clearly explains the consequences of paying late. A business contract should describe what happens when someone does not live up to their end of the bargain.
The first step is determining whether the dispute is truly about payment or whether the client is claiming that the work was incomplete, defective, delayed, or otherwise failed to meet expectations. In our experience, many "nonpayment" disputes are really contract disputes in disguise. Before taking action, review the contract, invoices, communications, and any documentation showing the work that was performed.
If the client simply refuses to pay despite receiving the agreed-upon services, several options may be available. Depending on the circumstances, a business may send a formal demand letter, suspend ongoing services, pursue mediation or arbitration if required by the contract, file a lawsuit, or seek other available remedies. The strength of the company's position often depends on how clearly the contract defines payment obligations, deliverables, deadlines, and remedies for nonpayment.
In our view, the most important work often happens before the dispute arises. Businesses with detailed contracts, clear scopes of work, signed change orders, and consistent invoicing practices are generally in a much stronger position than businesses relying on verbal agreements or informal emails. A client who refuses to pay is frustrating. A client who refuses to pay when the contract is vague can become a very expensive problem. An experienced attorney can help evaluate your options, preserve leverage, and pursue the most efficient path toward recovery.
The first step is determining whether a breach has actually occurred and, if so, how significant it is. Not every disagreement rises to the level of a legal breach. For example, a minor delay in performance may be handled differently than a complete failure to deliver goods, provide services, make required payments, or comply with a key contractual obligation. Review the contract carefully to understand what obligations were breached, whether any notice requirements apply, and what remedies are available.
The appropriate response often depends on your business objectives. In some situations, preserving the relationship may be more valuable than immediately pursuing legal action. A supplier that misses a delivery deadline, for example, may be able to correct the problem quickly. In other situations, such as a customer refusing to pay, a vendor disclosing confidential information, or a business partner violating a non-compete obligation, a more aggressive response may be necessary. Common options include sending a formal notice of breach, demanding performance, negotiating a resolution, terminating the agreement, or pursuing litigation or arbitration.
In our experience, many business owners focus on whether they are legally right without considering what outcome they actually want. The goal is to protect the business, recover losses, and resolve the problem as efficiently as possible rather than “win” the dispute. A well-drafted contract can provide valuable leverage by defining remedies, attorneys' fees, termination rights, and dispute resolution procedures before a dispute ever arises.

Independent Contractors, Employees & Consultants

Worker classification is one of the most common compliance issues facing growing businesses. Companies often assume that a signed independent contractor agreement settles the issue, but government agencies and courts frequently look beyond the contract and examine how the relationship actually operates in practice. A misclassification claim can expose a business to unpaid wages, overtime, payroll taxes, benefits, penalties, and other employment-related liabilities.
The analysis typically focuses on the level of control the company exercises over the worker and the degree of independence the worker maintains. Factors that often support independent contractor status include setting one's own schedule, working for multiple clients, using one's own equipment, and controlling how the work is performed. Factors that often support employee status include company-controlled hours, ongoing supervision, required training, and integration into the company's day-to-day operations. For example, a graphic designer hired for a specific project who serves multiple clients may be more likely to qualify as an independent contractor, while a full-time worker performing core business functions under close supervision may be more likely to be classified as an employee.
In our experience, businesses are often tempted to classify workers as independent contractors because the arrangement appears more flexible and less expensive. The problem is that flexibility disappears quickly if the classification cannot withstand scrutiny. Companies should carefully evaluate worker relationships before making classification decisions and ensure that the reality of the relationship matches the classification they intend to use. An experienced employment attorney can help assess worker status, reduce compliance risks, and avoid costly disputes down the road.
An independent contractor agreement should do more than simply label someone an independent contractor. In our experience, many businesses rely on short template agreements that identify the worker as a contractor but fail to address the issues most likely to cause disputes later. A well-drafted agreement should clearly define the scope of services, compensation structure, payment terms, project deadlines, confidentiality obligations, intellectual property ownership, termination rights, and each party's responsibilities.
Intellectual property provisions are particularly important. For example, if a software developer, graphic designer, marketing consultant, or content creator is producing work for your business, the agreement should clearly address who owns the resulting work product. Many business owners are surprised to learn that paying a contractor does not automatically guarantee ownership of the intellectual property they create. Similarly, the agreement should address confidentiality obligations and restrictions on the use or disclosure of sensitive business information.
From the company's perspective, the agreement should help protect proprietary information, clarify expectations, and reduce the risk of worker misclassification claims. From the contractor's perspective, the agreement should clearly define payment obligations, project scope, ownership rights, and termination procedures. In our experience, the strongest independent contractor agreements eliminate ambiguity before work begins, reducing the likelihood of disputes over compensation, deliverables, or ownership after the relationship ends.
One of the most common misconceptions in business is that paying for work automatically means you own it. In many situations, that is not the case. Ownership of intellectual property created by a contractor, consultant, freelancer, or agency is often determined by the parties' agreement. If the contract does not clearly address ownership, disputes can arise long after the work has been completed and paid for.
For example, a software developer may create source code, a marketing agency may develop advertising campaigns, a consultant may prepare proprietary reports, or a designer may create logos and branding materials. Without a properly drafted agreement, the business may receive a license to use the work while the creator retains ownership rights. This can create significant problems if the business later wants to modify, sell, license, or otherwise commercialize the work product.
In our experience, intellectual property ownership should be addressed before the project begins, not after it is completed. Businesses investing substantial time or money into a project generally expect to own the resulting work product, while contractors and agencies may want to retain ownership of certain tools, templates, methodologies, or pre-existing intellectual property. A well-drafted agreement clearly defines what is being transferred, what rights are retained, and how ownership will be handled if the relationship ends. Ambiguity in this area can be extremely expensive, particularly when valuable software, content, branding, or other intellectual property is involved.

Intellectual Property, NDAs & Licensing

In many situations, yes. An NDA can be one of the simplest and most effective ways to protect sensitive business information before discussions begin. Businesses regularly share financial information, customer data, pricing strategies, proprietary processes, software, product designs, marketing plans, and other confidential information with potential customers, vendors, investors, employees, contractors, and acquisition targets. Once that information is disclosed, it can be difficult or impossible to take back.
That said, not every situation requires an NDA. Sophisticated investors, for example, often refuse to sign NDAs before reviewing an investment opportunity because they evaluate large numbers of companies and want to avoid future claims that they misused confidential information. In contrast, a company discussing a potential partnership, licensing arrangement, acquisition, or joint venture may have strong reasons to require confidentiality protections before sharing sensitive information. The appropriate approach depends on the nature of the information being disclosed, the relationship between the parties, and the risks associated with disclosure.
In our experience, businesses frequently underestimate the value of their confidential information until a problem arises. A properly drafted NDA should clearly define what information is confidential, how it may be used, who may access it, how long the obligations last, and what remedies are available if the agreement is breached. Businesses should also remember that an NDA is only one part of a broader confidentiality strategy. Limiting access, using secure data rooms, and disclosing information in stages can often be just as important as the agreement itself.
Many business owners assume that payment automatically equals ownership. In practice, ownership often depends on the contract. A business may spend thousands of dollars on a website, software application, logo, marketing campaign, or other creative work and later discover that the agreement never transferred ownership rights. That can create significant problems when the business wants to modify the work, hire a new vendor, sell the company, or enforce its intellectual property rights.
Ownership issues arise frequently with software developers, marketing agencies, graphic designers, consultants, photographers, content creators, and other independent contractors. For example, a company may hire a developer to build custom software or a designer to create a logo, only to discover that the creator retained ownership and granted the company a limited license to use the work. Similarly, an agency may agree to transfer ownership of a marketing campaign while retaining ownership of its underlying templates, methodologies, or proprietary tools.
In our experience, intellectual property ownership should be addressed explicitly before work begins. A well-drafted agreement should clearly identify what intellectual property is being created, who will own it, what rights are being transferred, and what rights, if any, the creator will retain. Businesses that invest significant resources into software, branding, websites, content, or other intellectual property should not rely on assumptions. Ownership disputes often surface years later, usually at the worst possible time (during a financing, acquisition, investor due diligence process, or major business dispute).
Licensing agreements often look straightforward because they focus on a product, piece of software, trademark, technology, or other intellectual property. In reality, the most important provisions are usually the ones governing how the licensed asset can be used, who controls it, and what happens if the relationship breaks down. Businesses should carefully review the scope of the license, including whether it is exclusive or non-exclusive, the permitted uses, geographic restrictions, sublicensing rights, and any limitations on modification or distribution.
Financial terms also deserve close attention. For example, a licensing agreement may require upfront fees, ongoing royalties, minimum payments, audit rights, or revenue-sharing arrangements. A software license may restrict the number of users or devices, while a trademark license may impose quality-control requirements that affect how the brand can be used. Both licensors and licensees should understand exactly what they are receiving and what obligations continue after the agreement is signed.
In our experience, termination provisions are among the most overlooked parts of licensing agreements. Businesses often focus on getting access to valuable intellectual property without considering what happens if the license ends. A company that builds its operations around licensed software, content, technology, or branding can face significant disruption if the license is terminated unexpectedly. Before signing, both sides should understand their rights, their restrictions, and the practical consequences of the agreement ending. A licensing agreement should provide certainty, not surprises.

Updated June 2026