Five common contract weaknesses – and how to fix them

Most commercial disputes don’t come from exotic legal issues – they come from everyday contract weaknesses that could have been avoided with a few smart tweaks.

Here are the top five pitfalls I see most often (and how to fix them):

1. Ambiguous scope

• Vague deliverables = guaranteed tension later.
• Fix: Add clear definitions, timelines, acceptance criteria and specific responsibilities.

2. Unbalanced liability

• Either the cap is missing, too low or excludes the wrong things.
• Fix: Use a proportionate cap, carve‑outs only where truly necessary and align with commercial reality.

3. Missing IP clarity

• Who owns what – inputs, outputs, data, improvements?
• Fix: Spell out ownership and permitted use rights. Don’t leave it to assumptions.

4. Weak termination provisions

• Poorly drafted clauses can trap you in a bad contract or create messy exits.
• Fix: Include clear rights for breach, convenience (where appropriate), transition support and clean disentanglement.

5. ‘Boilerplate’ that isn’t really boilerplate

• Governing law, notices, assignment, entire agreement – these are often billed as boilerplate but are rarely trivial.
• Fix: Treat them as risk‑shaping tools, not throwaway text.

Why this matters

Small drafting gaps can become big commercial problems under pressure. Tightening these areas is one of the fastest ways to de‑risk deals, prevent disputes and keep relationships healthy.

If you would like a quick review of your template agreements or help strengthening your negotiation playbook, please contact Christopher Perrin in our Corporate, Commercial & Finance team.

about the author 

 Christopher Perrin is a highly experienced solicitor who leads the Corporate, Commercial and Finance team’s general Commercial & Technology Contracts, Outsourcing & Data legal advisory services.