Most of the commercial contract losses this firm ends up litigating trace back to uncapped indemnity, a duty to defend, insurance requirements the company cannot satisfy, and a one-sided fee clause. They are also the four provisions most often skimmed, because they sit near the back of the document and read like boilerplate.
Topkin Law drafts and negotiates business-to-business agreements for Florida companies with those provisions treated as the substance of the deal rather than the tail end of it. The rest of the document matters too, and we handle it, but the risk-allocation terms are where a contract either protects a company or quietly transfers someone else’s exposure onto it.
Master service agreements and vendor contracts
Supply, distribution, and purchase agreements
Indemnification and insurance requirements
Scope of indemnity, the duty to defend, additional-insured status, and the certificate and endorsement follow-through that determines whether any of it is real. We draft these provisions and we audit counterparty compliance with them, because an insurance requirement nobody verifies is a requirement in name only.
Limitations of liability and remedies
Confidentiality and restrictive provisions
Playbooks for repeat agreements
Companies that sign the same form repeatedly should not renegotiate it from scratch each time. We build a playbook of standard positions, approved fallbacks, and walk-away points so routine contracts close faster and hard-won terms stop eroding deal by deal.
We are candid about leverage. A client negotiating against a counterparty many times its size will not win every clause, and pretending otherwise wastes the client’s money and credibility. The work is identifying which provisions can genuinely hurt and spending the negotiating capital there.
We also draft for administration. A commercial agreement is only as good as the notices actually sent, the certificates actually collected, and the dates actually calendared, so the documents and the advice are built for the people who will have to run them.
The Contracts page covers the firm’s full drafting and counseling work, including employment, ownership, and operational documents. This page covers the business-to-business portfolio, the vendor, supply, service, and framework agreements between companies.
