Commercial lawyer/International business
A contract with an overseas company: Deleted: sign it as is Added: understand it, fix it, agree it
I help founders and businesses with international contracts, negotiations and the rights to their products.
Contracts
You sell a product, buy services or start a joint project.
“Here is our standard agreement. Please sign by Friday.”
I find what works against you, prepare changes and explain the consequences.
“We don’t change these clauses.”
I prepare arguments and fallback positions. If needed, I take over the correspondence and calls.
Product rights
I check the rights your company has, what it can use in the product and what it can promise customers.
“We need all rights in the result.”
We separate new work, your existing developments and third-party components.
“Confirm that you own all the code.”
I review rights to contractor code, open-source licences and documents, then show what you can confirm.
Examples, not client matters.
Found
The draft assigns all IP in the deliverables, including pre-existing materials.
Why it matters
The wording could transfer rights to reusable code and require you to assign rights you do not hold.
What to do
Separate customer-specific work, your existing materials and third-party components.
Struck through = deleted · underlined = added
12.1Supplier assigns to Customer all intellectual property rights in the DeliverablesDeleted: , including any pre-existing materials Added: created specifically for Customer under this Agreement.
Added: 12.2Supplier retains all rights in its pre-existing materials and grants Customer a non-exclusive licence to use them as part of the Deliverables, on the terms set out in Schedule 4.
Added: 12.3Third-party and open-source components, including those listed in Schedule 3, are excluded from the assignment and remain subject to their applicable licence terms.
Read more: Customer-funded features and reusable code
Found
Your team modified an AGPL-3.0 PDF library, and users interact with the modified version over a network.
Why it matters
Section 13 requires the modified version to offer those users access to its Corresponding Source. Providing only a patch is not enough.
What to do
Confirm the required Corresponding Source and provide users with a clear offer and free download.
Source: GNU AGPL v3, section 13
Found
A contractor wrote a key module. The agreement covers price and deadlines but says nothing about IP rights.
Why it matters
Your company may not have the rights it needs or the documents to establish them.
What to do
Check ownership under the applicable law. Document the assignment or licence your company needs.
Read more: Who owns contractor-written code under English law?
Understand the changes. Prepare your response in Word.
A local tool for Claude that reads Word redlines, checks quoted wording against the document and creates a new document with tracked changes. I created it and maintain it.
Practical notes on commercial contracts and rights to software.
English law
Calculate the cap, identify exceptions and prepare for negotiation.
International contracts
Seven questions before signing, from payment and deliverables to rights, liability and exit.
Product rights
How to separate new work for a customer, your existing product and code you need for other projects.
Liability
What to agree with your customer: handling claims, replacing the product and limiting liability.
AI and software rights
What software suppliers can promise customers when their team develops code with AI.
Guides
Practical guides to English-law contracts, from payment and deadlines to liability and termination.
Browse the guidesNewsletter
My LinkedIn newsletter on English-law contracts and negotiation.
Read on LinkedInTell me about the task. Three things are enough for a first reply:
I start with your task, the arrangements with the other side and the result you need. We agree the scope, timing and fee before work begins.