Commercial Contracts

Morgan Lewis is among only a few leading law firms with a team dedicated to advising clients on commercial contracts. Our expansive market knowledge and experience mean that we can swiftly field a team to offer our clients strategic-yet-pragmatic advice, insights tailored to the industry and technology at play, and commanding execution.

We offer a global team dedicated to representing clients across the full life cycle of a commercial transaction. Our lawyers have experience preparing, reviewing, and negotiating agreements for procurement and sourcing support, manufacturing, supply chain oversight, distribution, and logistics. We represent clients at all points along the supply and procurement chain—including manufacturers, suppliers, developers, resellers, distributors, agents, financing entities, and end-users—and our clients run the gamut from Fortune 500 and FTSE 100 corporations to emerging businesses.

Strategic Transactions

When companies collaborate to form strategic alliances with synergistic partners, it can significantly benefit both parties—if properly designed and implemented. Our lawyers are at the leading edge in crafting both innovative and traditional agreements for companies seeking allies to implement new products and technologies or expand into new territories. Whether a relationship is technology- or market-driven, we know what works (and what doesn’t) and use this knowledge to forge winning agreements across a broad spectrum, including the following:

  • Consulting
  • Contract training
  • Data analytics
  • Data management
  • Distribution
  • Joint ventures
  • Logistics and transportation
  • Marketing
  • Purchase and sale
  • Research
  • Reseller
  • Supply

Contract Portfolio Management

Our lawyers have deep backgrounds in contract workflow management. We identify categories of contracts that require support and development of a staffing model and team, implement best-practice procedures and workflows, and manage the process from intake to contract completion—including contract database management. Our experience ranges from handling a regular stream of contract work in support of operations to assisting with contract overflow.

Template & Playbook Development & Training

We collaborate with our clients to develop and maintain standard forms and templates, including annotations and associated playbooks. In our template and playbook support, our lawyers regularly develop and participate in training content and presentations, including knowledge transfer with respect to our clients’ best practices and leveraging our industry experience to discuss best industry positions.

Transportation, Logistics & Warehousing

We represent many of the world’s biggest multinational consumer and B2B companies in their pursuit of day-to-day efficiencies. Our experience includes renegotiating master service agreements with facility management services, coordinating worldwide vendor management. We also guide the management of clients’ IT transaction portfolios, including software license and maintenance, SaaS, and consulting agreements. Likewise, we advise on third-party logistic agreements for complex distributions matters.

Ecommerce & Online Training Support

We are leaders in online presence management and ecommerce. Our lawyers help both established and emerging businesses to realize the vision of their online presence to create the greatest market impact and user experience (UX) while monitoring risk and potential liability. Our team assists clients with issues arising from the design, setup, maintenance, and operation of ecommerce platforms, websites, and mobile applications. We help lead negotiations on licensing and compliance; facilitate third-party development; provide guidance on hosting, monitoring, and open-source best practices; and help oversee commercialization. In parallel, we provide advice on crucial questions of technical security and crisis management—from data and content use to aggregation, privacy and cybersecurity, and data breach response. Beyond this work for clients, our team has an established history of helping to steer employee-related matters, audits, tax considerations, insurance issues, and intellectual property matters.

Joint Ventures & Strategic Collaborations

Our firm advises on the drafting and negotiation of commercial and intellectual property (IP) issues related to international data storage joint ventures with major technology providers. Our global footprint allows us to balance relevant licensing, operating company agreement, and related documents as governed under US law with negotiations of amendments administered around the world. Our experience in this area includes representing a data storage client at board meetings for its international joint venture and in various other commercial and technology transaction matters.

Transition Services Support in M&A Transactions

We provide crucial guidance to clients in domestic, foreign, and cross-border merger and acquisition (M&A) deals for strategic commercial and technology transactions. Our team has domain-specific experience handling targeted IP and contract due diligence, third-party consent and assignment arrangements, and representations, warranties, and indemnification provisions. When M&A transactions require continued services after closing, we work closely with clients to draft and negotiate shared service and transition service agreements. Our painstaking attention to detail minimizes risk and helps ensure that the subject businesses can operate without interruption.

Cybersecurity & Privacy Support

We rigorously track the current state of regulatory and industry protocols affecting transactions involving the disclosure, processing, collection, and use of critical business and sensitive personal data. Our lawyers regularly work with our cybersecurity and privacy lawyers—including our lawyers in the European Union—to help our clients achieve ambitious business goals while protecting their brands and complying with applicable regulations. We help develop privacy and cybersecurity policies, including for online and website privacy requirements, and we advise on transactions involving data privacy concerns such as vendor and customer transactions, due diligence, and data collection, acquisition, and use.

Marketing, Sponsorship & Events

We guide clients in ensuring successful marketing, sponsorships, and events, including music licensing agreements. Our experience includes representing a global developer and operator of ultra-luxury destination resorts, hotels, and residences in negotiating a deal on an expedited timeline to secure a Dubai performance by one of the most popular musical production companies in the world. We also represented the 2028 Summer Olympics (LA28) in general commercial agreements as well as complex technology sourcing and implementation.