Commercial Contract Review and Negotiation
Most commercial disputes are contract disputes. And most contract disputes begin with a clause that nobody questioned at signing. RMOK Legal reviews, drafts and negotiates commercial contracts for businesses across the UK - from SaaS agreements and technology outsourcing to AI contracts and complex , business multi-jurisdictional deals. Senior, practical, and commercially minded.
What We Offer
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Commercial contract review is the process of examining, assessing and - where necessary - redrafting or renegotiating the terms of a commercial agreement before it is signed. A thorough contract review identifies provisions that create unacceptable risk, that are inconsistent with your standard risk appetite, that are missing entirely, or that are drafted ambiguously enough to create future disputes.
In a technology, SaaS or AI context, effective contract review goes beyond standard commercial terms. It requires understanding how the technology works, what data flows are involved, what regulatory obligations apply - including UK GDPR, the EU AI Act, DORA and NIS2 - and how liability should be allocated when things go wrong with systems that are complex, interconnected and rapidly evolving.
RMOK Legal has reviewed and negotiated commercial agreements from £20,000 service contracts to £10m+ outsourcing deals, across more than 40 industries and multiple jurisdictions. The commercial context matters as much as the legal terms, and we keep both in view throughout.
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Commercial contract review is relevant to any business entering into significant commercial relationships. In practice, we work with:
Technology and SaaS businesses - on both sides of the contract
Technology companies selling services to enterprise customers face procurement teams and legal functions that will push hard on liability, IP, data protection and termination provisions. We prepare technology businesses for these negotiations, advise on market-standard positions and negotiate the terms that protect their commercial model and their IP.
Businesses buying technology, SaaS and AI services
If you are procuring technology platforms, AI systems, outsourced IT services or digital transformation programmes, the vendor's standard terms are written to protect the vendor - not you. Key risks include uncapped liability exclusions, inadequate data protection provisions, vendor lock-in, inadequate service level commitments, and missing audit rights. We review procurement contracts from the buyer's perspective and negotiate the protections you need.
Companies entering outsourcing arrangements
Outsourcing contracts - IT outsourcing, business process outsourcing, managed services - are among the most complex commercial agreements a business will sign. They involve long-term commitments, significant dependencies, complex service level frameworks, transition and exit provisions, and often multi-jurisdictional regulatory obligations. We have extensive experience on both sides of major outsourcing transactions.
Businesses negotiating AI-specific agreements
AI contracts require provisions that standard commercial agreements do not address - training data ownership, model output rights, liability for AI errors and hallucinations, AI Act compliance warranties, audit rights and change management provisions. We draft and negotiate AI-specific commercial agreements and advise on AI procurement due diligence.
In-house legal teams needing specialist support or capacity
In-house legal functions facing high contract volumes, specialist technology or AI transactions outside their core expertise, or capacity gaps during busy periods can engage RMOK Legal to provide dedicated contract review support - either as an embedded resource or on a transaction-by-transaction basis.
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Our commercial contract review and negotiation practice covers:
Technology and SaaS contracts
End-to-end review, drafting and negotiation of technology services agreements, SaaS subscription agreements, software licence agreements, system integration contracts, API access agreements, and platform terms of use. We advise on commercial structure, IP ownership, data rights, liability allocation, service level frameworks, and exit and transition provisions.
AI contracts and AI procurement
AI-specific contract review covering training data and model output ownership, liability for AI system errors and hallucinations, EU AI Act compliance obligations and warranties, data protection and UK GDPR provisions, audit rights, confidentiality, IP assignment, and change management for model updates. We advise both AI providers and AI deployers.
Outsourcing agreements
Major outsourcing transaction support - including IT outsourcing, business process outsourcing and managed services - covering commercial structure, service level agreements and remedies, governance and oversight frameworks, transition and transformation obligations, benchmarking, change control, step-in rights, exit and termination provisions, and multi-jurisdictional regulatory compliance.
Distribution, licensing and reseller agreements
Commercial agreements governing the distribution, licensing or resale of products and services - including territory rights, exclusivity provisions, minimum commitments, IP licensing terms, sub-licensing rights, regulatory compliance obligations and termination provisions.
Supply chain and procurement contracts
Supply chain agreements, procurement frameworks, vendor contracts and master services agreements across manufacturing, logistics, digital services and professional services sectors.
Contract playbooks and template development
For businesses entering high volumes of similar transactions, we develop standardised contract templates and legal playbooks that set out pre-agreed positions on key commercial and legal issues - reducing contract cycle times, lowering dependence on external counsel, and building institutional legal knowledge within the business.
Contract risk reviews
For businesses that want to understand their existing contractual exposure - across a supplier portfolio, a customer contract book, or ahead of a transaction or due diligence process - we conduct structured contract risk reviews that identify material risks and quantify exposure.
"Rory O'Keeffe goes the extra mile and is always focused and pragmatic."
— Legal 500 UK, Information Technology 2023
"A safe pair of hands on our most complex commercial deals."
— Fortune 500 Technology Client
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Depth of experience on both sides of the table
Rory O'Keeffe has spent 20+ years negotiating complex commercial contracts from both sides - as Partner at Matheson (European law firm), advising international clients on high-value technology transactions, and as Director of Legal at Accenture, a Fortune Global 500 company, where he personally structured and closed over 150 major commercial transactions across technology, digital transformation and outsourcing, managing £2bn+ in annual contract value. That breadth of experience means he understands what the other side of the table is thinking and where there is room to move.
Technology and AI specialism
Commercial contracts in the technology sector require legal advisers who understand the technology - not just the legal framework. RMOK Legal's core specialism in technology, AI, cloud, SaaS, data and digital transformation means our contract advice is commercially grounded and technically informed. We do not produce generic redlines. We understand what the commercial terms actually mean in practice.
Speed and commercial alignment
Deals have deadlines. Legal advice that arrives after the commercial window has closed is worthless. RMOK Legal works at the pace of your business - providing timely, actionable advice that keeps transactions moving rather than creating friction. Our approach to contract review is to identify the issues that genuinely matter for your risk profile and your commercial objectives, not to mark up every clause for the sake of it.
SRA-regulated and professionally accountable
Rory O'Keeffe is a solicitor regulated by the Solicitors Regulation Authority. You receive the assurance of professional oversight, regulatory standards and professional indemnity cover without the overhead of a traditional law firm. Our pricing is transparent and commercially sensible.
Flexible engagement
We work in the way that suits you - a single contract review, a dedicated resource for a defined transaction period, an ongoing retainer covering all commercial contract work, or a specific playbook and template development project. No unnecessary structure. No billable hour surprises.
We offer a range of services to meet the needs of every client. Have something else in mind? We'd be happy to work with you to create a custom quote.
FAQ
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A contract review involves examining an existing draft agreement - usually provided by the other side - and identifying provisions that need to be changed, negotiated or added. Contract drafting involves producing a new agreement from scratch, or creating template documents and playbooks for use across multiple transactions. RMOK Legal provides both services, and in practice most engagements involve elements of both: reviewing what is on the table, redrafting the problematic provisions, and negotiating a final agreed form.
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The most frequently encountered material risks in technology contracts include: uncapped or asymmetric liability limitations that leave you exposed; inadequate IP ownership provisions, particularly around custom-developed software or AI-generated outputs; data protection provisions that do not meet UK GDPR requirements; insufficient service level commitments and remedies; vendor lock-in provisions that make exit or transition prohibitively difficult or expensive; missing audit rights; automatic renewal clauses at disadvantageous rates; and - in AI agreements specifically - the absence of provisions dealing with training data ownership, model output rights and liability for AI hallucinations or errors.
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It depends on the length and complexity of the agreement and the notice we have. For a standard commercial agreement of 20-40 pages, we can typically provide a mark-up and commentary within 3-5 working days. For major outsourcing or technology transactions with multiple schedules and work orders, the timeline is discussed and agreed at the outset as part of the transaction plan. If you have an urgent deadline, tell us at the point of engagement - we will be direct with you about what is achievable and we work hard to accommodate commercial timelines.
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Yes. RMOK Legal is based at in the City of London, but we work with clients across the UK, in Europe and internationally. Most commercial contract work is managed efficiently on a remote basis - document exchange, video calls and tracked redlines are standard working practice. For significant transactions where in-person presence adds value, we can attend in London or arrange accordingly.
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Contact us via the website or book a free discovery call directly. Send us a brief description of the agreement you need reviewed - what it covers, the other party, the contract value and your timeline - and we will confirm scope and pricing promptly. For standard commercial agreements we can often provide a fixed-fee quote. For more complex transactions we will agree a fee structure that reflects the scope and your budget. We do not produce surprise invoices.
