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 actually 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.
Framework agreements for ongoing commercial relationships, statements of work, vendor and subcontractor agreements, and the flow-down provisions that keep obligations consistent down the chain instead of stopping at the first tier.
Delivery and acceptance, warranties and disclaimers, remedies and cure rights, and allocation of risk while goods and obligations are in transit. These are the terms that get read closely only after a shipment fails.
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
Caps, exclusions, and exclusive remedies set the ceiling on a bad outcome. We negotiate them against a realistic view of the client’s exposure rather than trading standard language back and forth.
Confidentiality agreements and the non-solicitation and related terms that protect commercial relationships, drafted to be enforceable rather than merely discouraging.
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.
Vendors and service companies, distributors and suppliers, property and facility operators, transportation and logistics businesses, franchise operators, and healthcare and professional businesses contracting with institutional counterparties.
Our clients include physician practices across specialties, PIP clinics, surgery centers, diagnostic providers, and the management companies that support them. The firm represents providers in clawback and recoupment matters arising from the full range of carriers operating in Florida, including major P&C carriers such as Allstate, State Farm, Progressive, GEICO, USAA, Liberty Mutual, and Travelers, and commercial health and managed care payers such as UnitedHealthcare, Aetna, Cigna, Humana, and Florida Blue. The firm also handles matters involving Medicare administrative contractors, Medicare Advantage plans, Medicaid managed care organizations, and AHCA.
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.
