Commercial & Contracts
Clear contracts for business arrangements, commercial relationships, and risk protection.
Led by Andrew Poh Seng Yong · Commercial
Overview
JPP LAW drafts, reviews, and negotiates the commercial contracts a business runs on: service, supply, agency, collaboration, and platform agreements, built to hold up when the relationship is under pressure.
Many business disputes begin with unclear documents. A contract should explain what each party must do, when payment is due, how the arrangement can end, and what happens if something goes wrong.
We draft, review, and negotiate commercial documents for businesses, service providers, agencies, consultants, suppliers, platforms, and individuals entering into important commercial arrangements.
Areas We Handle
Our work includes service agreements, supply agreements, consultancy agreements, agency agreements, collaboration agreements, partnership documents, platform terms, terms and conditions, letters of appointment, settlement agreements, and other business documents.
We also review existing agreements to identify unclear obligations, payment risks, termination issues, liability exposure, indemnity clauses, dispute resolution mechanisms, and clauses that may be commercially unsafe.
For businesses that work with clients, vendors, partners, contractors, or users, we help ensure that the documents support the commercial arrangement instead of creating confusion later.
How We Approach Contracts
A contract should work when the relationship is under pressure.
We focus on clear rights, enforceable obligations, practical remedies, and language that the parties can understand. The document should protect the client without becoming unnecessarily complicated.
How contract work runs
01
Understand the deal
We ask what each side is actually providing, how and when money moves, how long the arrangement lasts, and what would go wrong in practice. The contract has to answer those questions before it answers any others.
02
Draft or review
For new arrangements we draft from the commercial position outward. For existing documents we mark up the clauses that create real exposure: payment, termination, liability, indemnities, intellectual property, and dispute resolution.
03
Negotiate with a view
We tell you which points are worth pushing and which to concede, so negotiation is fast and the relationship survives it.
04
Sign and enforce
We make sure the executed document is complete and enforceable. If the other side later fails to perform, our disputes practice enforces it.
Typical matters
- Service agreements, consultancy agreements, and retainers
- Supply, distribution, agency, and reseller agreements
- Platform terms of use, privacy terms, and terms and conditions
- Collaboration, joint venture, and partnership agreements
- Software, licensing, and technology contracts
- Non-disclosure and non-compete arrangements
- Letters of intent, term sheets, and memoranda of understanding
- Settlement agreements and payment arrangements
- Contract reviews before signing and audits of existing agreements
Fees and how we scope work
Contract drafting and review is well suited to fixed fees, and JPP LAW quotes most of it that way: a fixed price for a review with written advice, or for a drafted agreement to an agreed scope, including one round of revisions.
Negotiation with the other side is scoped by round. If an arrangement is unusually complex or the counterparty's revisions are extensive, we tell you before the additional work starts, not after.
Common questions
Is a WhatsApp or email agreement legally binding in Malaysia?
It can be. Malaysian contract law does not require most agreements to be in a formal signed document. Offer, acceptance, consideration, and an intention to be bound can be shown through messages, emails, invoices, and conduct. The risk is not that the agreement is invalid, but that its terms are unclear and end up disputed.
Can someone sue you without a written contract→What should every commercial contract include?
At minimum: who the parties are, what is being provided, the price and payment terms, how long it lasts and how it ends, what happens on breach, the limits on liability, and how disputes are resolved. Most of the disputes we see began with one of those left vague.
What to check before signing any legal document→Can I use a template contract I found online?
You can, but a template is written for someone else's deal and often for another country's law. Templates routinely leave out the payment, termination, and liability terms that matter most in your arrangement. A review before you sign usually costs a fraction of the dispute a bad template produces.
What happens if the other party breaches the contract?
Your options depend on what the contract says and on the loss caused. They typically include a demand for performance or payment, termination for material breach, and a claim for damages. Acting quickly and in line with the contract's own notice provisions protects your position. Our disputes practice takes it from there if needed.
Debt recovery: what to do if someone refuses to pay→Insights
Plain-language notes from this practice on the questions clients ask most.