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What we help you do

Core commercial agreements

  • Supply and service agreements
  • Distribution, agency and related operational contracts
  • Strategic commercial arrangements
  • Agreements that support business growth and continuity

Risk allocation and protection

  • Liability and indemnity structures
  • Payment, performance and termination protections
  • Obligations, approvals and operational responsibilities
  • Aligning legal risk with commercial reality

Agreement support around growth and transactions

  • Contracts linked to investment, funding or M&A activity
  • Reviewing legal terms before they affect leverage or value
  • Strengthening agreements that no longer fit the business
  • Reducing future disputes through clearer drafting and better allocation of risk

What to do first (before the contract starts carrying avoidable risk)

  1. Get clear on what the agreement needs to achieve commercially - continuity, supply, revenue, protection, flexibility or future leverage.
  2. Secure the draft agreement, any heads of terms, commercial correspondence and the current operating assumptions.
  3. Identify where the pressure points are likely to sit - liability, payment, performance, termination, exclusivity, control or change.
  4. Get a legal view before problematic terms become embedded in the commercial relationship.

How we work (so you know what happens next)

  1. Understand the commercial arrangement, the operating reality and what the agreement needs to protect.
  2. Review the draft or current terms, the legal risks and the practical gaps.
  3. Map the route forward - draft, revise, negotiate or align the agreement with the wider transaction or business objective.
  4. Execute a practical contract strategy that supports performance now and reduces friction later.

Case Studies

Outcomes that support growth and reduce contract risk

Corporate and M&A

Lease agreement review to reduce commercial risk

Barnard reviewed and refined a commercial lease agreement to improve clarity around duration, termination and liability allocation, helping reduce contractual risk and strengthen the client’s position under South African law.

See More

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This often connects with...

Commercial Agreements & Risk Allocation

Drafting, reviewing and strengthening commercial contracts and risk frameworks

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Corporate Structuring & Governance

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Due Diligence & Deal Readiness

Risk reviews, deal preparation and transaction support before terms are locked in

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Investment, Funding & Capital Raising

Founder, investor and funding-stage legal support

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Joint Ventures & Strategic Partnerships

Collaboration structuring, governance, contributions and exit planning

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Mergers, Acquisitions & Disposals

Buying, selling and combining businesses with clear transaction support

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FAQs

Standard contracts allocate risk in ways that often don't reflect the actual commercial arrangement. Liability caps and termination rights that work generically may work against you in a specific transaction.

Payment terms, scope, performance standards, liability limits and termination mechanics. The priority is making sure the legal terms reflect the actual deal — not a template that doesn't.

Often yes, especially if the business has grown, the relationship has changed or a funding or transaction process is coming. Outdated agreements can create diligence concerns and weaken negotiating leverage.

Vague scope, unclear performance obligations and termination clauses that don't work in practice. Most disputes start in the drafting, not in the relationship.

Yes. A focused review that identifies the key risk and leverage points can be done quickly — knowing which clauses matter most makes a significant difference to how efficiently the negotiation moves.