Every growing business needs a steady stream of commercial contract work that is too important to sign blind and too routine to justify a large-firm bill. A new reseller wants to carry your product. A customer sends its own purchase terms. A sales agent wants a commission agreement. A customer stops paying. We act as outside commercial counsel for founders, operations leaders, and lean in-house teams, handling that work quickly and at a predictable cost, and we flag the items that need closer attention before they turn into disputes.
Distribution, Agency, And Resale
A distributor buys your product and resells it on its own account. An agent sells on your behalf, often for a commission, without taking title. A reseller or value-added reseller may bundle your product with its own services. Each structure carries different legal risk. Exclusive territories, minimum purchase requirements, and termination rights need careful drafting, and some states have dealer or franchise relationship laws that limit termination. If you charge a required fee and exercise significant control or assistance while licensing your trademark, the arrangement may be a franchise under the FTC Franchise Rule. Outside the U.S., commercial agent laws, such as those in the EU, can require payments on termination.
The Legal Framework
Most commercial contracts are governed by state contract law, with UCC Article 2 applying to sales of goods. Resale price restrictions are judged under the rule of reason federally after the Supreme Court's Leegin decision, though some states treat minimum resale price agreements more strictly. The Robinson-Patman Act can limit price discrimination between competing buyers of goods. Trademark licenses within distribution deals require quality control, or the mark can be put at risk. For collections, the UCC governs many payment terms and, under Article 9, security interests, while the Fair Debt Collection Practices Act generally applies only to consumer debts, not to business-to-business invoices.
What We Handle Day To Day
We draft and negotiate distribution, agency, reseller, referral, and sales representative agreements, along with basic trademark, software, and content licenses. We prepare standard terms and conditions of sale and purchase, quote and order forms, and online terms for B2B portals. We review the contracts customers and vendors send you and return a short list of the changes worth asking for. We set up contract management practices: a single repository, a calendar of renewal and notice dates, and a playbook so your team knows which terms they can accept on their own. Many of these tasks are available as flat-fee products with a stated scope and turnaround.
Collections And Contract Disputes
When a customer will not pay, we start by checking the contract for payment terms, interest, attorney's fees, and dispute resolution provisions, and we review any personal guaranty or security interest. A demand letter from counsel resolves many unpaid invoices. When it does not, we negotiate payment plans, file suit or arbitration, and pursue post-judgment collection, including garnishment and liens. We also handle distributor and agent terminations, disputes over commissions and exclusivity, and claims that a former reseller is selling gray-market or diverted goods. Commercial disputes are handled with our Litigation practice, so a matter moves directly from demand to filing when needed.
Habits That Prevent Problems
Get a signed contract before performance starts, even if it is short. Make sure your own terms actually apply, through order acknowledgments and clear acceptance language, rather than letting a customer's purchase order control. Check credit for large accounts, and take a personal guaranty or security interest where the risk justifies it. Track renewal and notice dates, since automatic renewals and missed termination windows can lock you in for another term. Do not grant exclusivity without performance requirements. And send invoices on time with the contract's payment terms stated, because sloppy billing is a common defense to a collection claim.
