In part one of this series, we covered the fundamentals of drafting strong commercial contracts, from defining terms with precision to aligning risk with leverage. Those are the bedrock issues every agreement needs to address.
But the details you handle after that foundation often make the difference between a contract that’s technically enforceable and one that’s actually useful in practice. Clauses often dismissed as routine “boilerplate” — such as governing law, confidentiality, or assignment — carry real weight if a dispute arises. Seemingly minor operational details such as notification requirements and payment submission instructions can become friction points if not drafted with care. And as drafting cycles accelerate, the role of technology in making contracts accurate and consistent is no longer optional.
This second half of our drafting tips series shares five more essential pointers to help you turn solid drafting into contracts that stand up under pressure — and support the business long after the ink is dry.
It may look like a single line near the back of the contract, but governing law and jurisdiction can determine the entire playing field if a dispute arises. These provisions specify which state’s or country’s laws apply and where disputes will be heard. If left ambiguous, the parties may end up fighting over the rules before they ever get to the substance of the disagreement.
Example: A US company and a European vendor sign an agreement without specifying governing law. If a dispute surfaces, one side might push for New York courts, the other for Paris. The procedural wrangling over whose law applies, and where the parties have standing to file claims, can add months of delay and massive costs. By contrast, explicitly stating governing law and court jurisdiction in the agreement eliminates uncertainty from the start.
Pro tip: Pick a jurisdiction that balances neutrality and practicality. Delaware law, for example, is a popular choice in corporate deals because it’s predictable and well-developed. But the “best” jurisdiction is the one both parties can live with and realistically access if a dispute ever arises.
In commercial contracts, intellectual property and confidential information often represent the most valuable assets on the table. Failing to define who owns what, and how sensitive information is handled, can leave both sides exposed. A good contract ensures data, know-how, and creative output are clearly allocated and safeguarded.
Example: A SaaS provider delivers custom features for a customer. Without a clear clause, the customer might assume it owns all improvements to the software. On top of that, some vendors might default to training their models on customer data unless customers specifically opt out. A well-drafted agreement in this case could clarify that (1) customer data remains the customer’s property, (2) improvements to the vendor’s software belong to the vendor, and (3) both sides are obligated to maintain confidentiality around sensitive information.
Pro tip: Don’t neglect confidentiality or IP. Place them in dedicated sections with precise language to protect them — for instance, defining “Confidential Information” narrowly enough to be workable, but broadly enough to cover the business-critical material you need to protect.
It’s easy to skim over so-called “standard” provisions, but these often determine how a contract behaves under stress. Boilerplate sets the rules of the road when things don’t go exactly as planned: mergers, disputes, assignments, and beyond.
Example: An assignment clause could determine whether a vendor can transfer the contract to a new entity after an acquisition. A casual read might treat it as boilerplate, but in practice it controls whether the buyer inherits the relationship or the customer gets a chance to walk away. Similarly, a force majeure clause might define what happens during unexpected events such as supply chain breakdowns or pandemics.
Pro tip: Read boilerplate provisions with the same care as business terms. Ask yourself, “If this deal changes hands, if we end up in court, or if something goes wrong — what does this clause actually mean for us?”
A contract doesn’t live in a vacuum. Once signed, it guides finance teams, project managers, and account reps who may not have been part of the negotiation. If the operational details are fuzzy, the contract can create as many headaches as it prevents.
Example: An agreement that simply says “payment due within 30 days” leaves room for confusion — is that from the date of invoice, receipt of invoice, or acceptance of deliverables? A clearer version might specify: “Payment is due within 30 days of receipt of invoice, provided the deliverables have been accepted in writing.”
Other practical details to include:
Pro tip: Before finalizing, hand the draft to a stakeholder outside the legal team — frequently finance, operations, or sales. If they can follow the contract without additional explanation, you’ve nailed operational clarity.
Even the most experienced lawyer can miss a stray cross-reference or an undefined term after hours of review. Effective technology isn’t about replacing human expertise; it’s about removing the drudgery so earned expertise can shine where it matters.
Example: Use a drafting tool that automatically flags a definition that’s used but never introduced, highlights and fixes inconsistent numbering, or shows where a term such as “Services” has been redefined late in the document. Instead of spending hours hunting for formatting glitches, your team can focus on negotiation strategy and risk assessment.
Pro tip: Tools such as BoostDraft streamline review by catching broken references, undefined terms, and formatting errors in real time — making contracts not just faster to draft, but safer to sign.
Strong commercial contracts don’t just memorialize a deal; they safeguard it. From choosing the right governing law to protecting intellectual property, every clause potentially contributes to shared understanding, trust, and enforceability.
When drafting gets complex, the difference often comes down to tools and discipline. Manual review makes it easy to miss a definition, overlook a cross-reference, or copy-paste an outdated clause.
BoostDraft helps lawyers and business teams catch those issues before they cause problems, freeing you to focus on what matters most: negotiating outcomes, managing risk, and enabling the business to move forward with confidence.
Your business contracts are too important to leave to chance. Pro tip: don’t draft blind. Get a demo to see how you can draft them better with BoostDraft.