Contract Review

What I will take care of for you

Every contract drafted by the other side is written in their favour. Reviewing a commercial contract before signing is a direct investment in protecting yourself against disputes and losses.

• ✓Reviewing contracts from suppliers and customers
• ✓Identifying unfavourable and risky clauses
• ✓Contractual penalties: proportionality and symmetry
• ✓Liability for damage and limitation of liability
• ✓Notice periods and termination conditions
• ✓Recommended amendments with reasoning

How the review works in practice

Send me the text of the contract and a few sentences about the context: what it concerns, what negotiating position you have towards the other side, what matters to you commercially. I go through the contract clause by clause and prepare a report clearly marking what is fine, what is risky, and what I recommend changing, always with reasoning, not just a general warning.

For contractual penalties, I assess whether their amount is proportionate to the value and significance of the obligation they secure (Sections 2048–2052 of the Civil Code). An excessively high penalty can, in fact, be reduced by a court at the debtor's request, down to the amount of the damage actually caused (Section 2051 of the Civil Code), but it is better to have the clause set correctly from the start. For liability, I check that the contract does not attempt to exclude what cannot legally be excluded: a clause that would exclude or limit in advance compensation for harm caused intentionally or through gross negligence is disregarded (Section 2898 of the Civil Code), as is a clause excluding compensation for any harm to a weaker contracting party. Breach of a contractual obligation also gives rise to strict (no-fault) liability for damage (Section 2913 of the Civil Code), unless the contract expressly provides otherwise within the limits allowed by law.

The last thing I always check is how the contract can be terminated. If the contract does not address termination at all, for indefinite-term obligations that oblige at least one party to continuous or repeated activity, the law allows termination at the end of a calendar quarter with at least three months' notice (Sections 1998–1999 of the Civil Code). I do not recommend relying on this statutory fallback: a clearly agreed notice period and grounds for immediate termination save time and money if the cooperation does not go as planned.

Typical situations businesses bring to me

• ✓A contract from a large supplier or customer with one-sided terms that a smaller business would normally sign without changes
• ✓A framework agreement for recurring deliveries or services that lacks clear rules for termination or changing the scope
• ✓A contract with a foreign business partner, where the choice of law and dispute resolution needs to be verified
• ✓Investment or acquisition documentation, where the review follows on from due diligence and a broader transaction

What to prepare before contacting me

• ✓The contract text in an editable format (Word), so I can propose specific amendments directly in the text
• ✓Who drafted the contract and what your negotiating position is towards the other side
• ✓The deadline by which you need to sign, so I can choose the appropriate review speed
• ✓Any earlier versions of the contract or e-mail correspondence about the negotiated points

The review is done online, for clients across the country and abroad. I am happy to discuss the result by phone or in person in central Prague.

Who will handle your case

Ing. Mgr. Tomáš Beneš

Attorney registered with the Czech Bar Association, based in Prague.

Law degree from Charles University. I focus on business law, real estate and employment disputes. I handle every case personally, no assistants.

More about me →

How we will work together

Price

Frequently asked questions: Contract review

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