Commercial & civil contracts

Contract strategy

Commercial & civil agreements: The foundation of business relationships

A contract is the "law of the parties". In B2B, B2C or B2G environments it becomes the primary risk-management instrument, defining rights, obligations, and — most importantly — remedies when performance fails. A strong contract prevents disputes before they surface.

TGZ Legal delivers complete drafting, negotiation, analysis, and contractual due diligence so that our clients' interests remain protected both legally and commercially.

Bilingual drafting & negotiation Deal-breaker clause audit Fast-track contractual due diligence
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Core insights

Contracts become the operating system of your business

Professionals vs. consumers

Courts presume sophisticated parties

In B2B relationships, the law does not provide the level of protection applicable to consumers. Freedom of contract is the rule, and negotiated clauses remain legally binding even when they create an imbalance between the parties.

  • • Between professionals, contractual risk is assumed from the outset
  • • Freedom of contract means signatures matter more than intent

Strategic implication

Preventive advice beats litigation

We map commercial exposure early and impose remedies that survive stress scenarios.

  • • Risk matrix per clause and financial modelling
  • • Exit routes, cure periods, and escalation ladders before signing

Plain language drafting

We move away from legalese in favor of clarity

Contracts are business instruments, not merely legal exercises. We draft clear, practical clauses that can be effectively implemented in real-world operations.

  • • Sale, services, distribution, works, lease, partnership
  • • Clearly drafted clauses designed to prevent ambiguity and unforeseen legal risks.

Deal-breaker clauses

We focus on what moves the P&L

Liability caps, penalties, change of control, and jurisdiction decide your upside.

  • • Financial caps proportional to contract value
  • • Termination, arbitration, governing law, service credits

Recurring scenarios

Where we plug in most often

Get in touch
Portfolio audit

Clean up legacy contracts

Surface auto-renewals, onerous obligations, and clauses misaligned with new regulations (GDPR, ESG, etc.).

  • Actionable remediation plan
  • Board-ready summaries
Negotiation

Deal-breaker playbooks

We prepare talking points, manage comment rounds, and document concessions so there is no confusion later on.

  • TGZ Legal Live-facilitated calls
  • Decision recap within 48 h
M&A

Contractual due diligence

During transactions we map change-of-control, exclusivity, latent disputes, and hidden financial exposure.

  • Prioritized red flags
  • Post-closing integration guidance

What we cover

We mix legal precision with commercial pragmatism so contracts stay enforceable and fair.

b2b

Professionals vs. consumers

We explain the critical gap between consumer protection laws and professional freedom of contract.

  • Law 193/2000 on abusive clauses rarely applies to B2B deals
  • Courts presume both parties are sophisticated and bound by what they sign
strategy

Strategic implication of limited protection

Pre-signing counsel becomes the client's first line of defense against bad deals.

  • We map commercial risk and financial exposure per clause
  • We design exit routes and remediation mechanisms before execution
clarity

Plain-language drafting

No outdated legalese — we translate the commercial understanding into clear, operational text.

  • Tailored contracts: sale, services, distribution, works, lease, partnership
  • Clearly drafted clauses that eliminate interpretative uncertainty and unforeseen risks, thereby reducing the likelihood of disputes.
deal-breaker

Critical clause negotiation

We focus on the clauses with the highest financial and operational impact.

  • Liability caps, penalties, indirect damages, service credits
  • Termination, change of control, governing law, jurisdiction, arbitration
consent

Vitiated consent defenses

We manage the risk of nullity through a carefully structured negotiation process and rigorous contract drafting. We identify potential defects of consent at an early stage and document the transparency of negotiations in order to ensure the validity and enforceability of the agreement.

  • We mitigate risks such as mistake, misrepresentation or contractual imbalance
  • We ensure traceability and clarity throughout the negotiation process

What you receive

Enforceable contractual documentation, negotiation support and structured legal reports designed to support management-level decision-making and implementation.

Tailored documents

  • Bilingual drafts for commercial and civil contracts, tailored to the legal and business context
  • Contractual annexes covering scenarios, payment mechanisms and performance indicators (SLAs)
  • Contractual structures and clause alternatives designed for effective negotiation and practical enforcement

Strategy and negotiation

  • Structured analysis of contractual risks and legal positioning recommendations
  • Identification of critical clauses and preparation of legal negotiation arguments
  • Legal assistance during negotiation calls and in‑person negotiation sessions

Due diligence & audit

  • Review of the existing contractual portfolio and identification of relevant legal risks
  • Analysis of sensitive clauses, including change-of-control, exclusivity and penalty mechanisms
  • Legal remediation plan and periodic monitoring of the implementation of recommendations

TGZ Legal insight

“Pre‑signing legal advisory is a key instrument of risk management. Once a contract is entered into, its legal and commercial effects cannot be reassigned or remedied through court intervention.”

Alin Tegzes · Managing attorney, TGZ Legal

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