As a law firm, we understand that contracts are a vital part of any business relationship. Whether it’s a simple purchase order or a complex agreement between parties, a well-drafted contract can help prevent disputes and provide a framework for successful business dealings.

However, we also recognize that the needs of lawyers and small business owners can differ when it comes to contract drafting. In this article, we will explore some of the key differences between what lawyers want and what small businesses want to see in a contract.


What Lawyers Want

When drafting a contract, lawyers typically focus on ensuring that the agreement is legally sound and protects their client’s interests. This can involve including detailed provisions that cover every possible contingency, as well as using precise legal language that is clear and unambiguous.

Some of the key elements that lawyers may want to see in a contract include:

Clear definitions of key terms: To avoid any confusion or misunderstandings, lawyers will often include definitions of key terms in the contract. This can help ensure that everyone is on the same page and that there are no disputes over the meaning of certain words or phrases.

Detailed provisions for dispute resolution: Lawyers understand that disputes can arise even in the most well-crafted agreements. As a result, they may include detailed provisions for dispute resolution, such as requiring mediation or arbitration before going to court.

Robust indemnification provisions: Lawyers will often include strong indemnification provisions in a contract to protect their client from liability in the event of a breach by the other party. These provisions can be complex and may include exceptions and limitations, depending on the nature of the agreement.

What Small Businesses Want

While lawyers may focus on legal soundness and protection, small business owners often have different priorities when it comes to contracts. For many small businesses, a contract is less about legal protection and more about building trust and fostering a positive business relationship.

Some of the key elements that small businesses may want to see in a contract include:

Flexibility: Small businesses often want contracts that are flexible and adaptable to changing circumstances. This may involve including provisions for renegotiation or modification of the agreement in the future.

Clear expectations: Small businesses want contracts that clearly lay out the expectations and responsibilities of each party. This can help ensure that everyone is on the same page and that there are no misunderstandings or surprises down the line.

Fairness: Small businesses may also be concerned about ensuring that the contract is fair and balanced. This can involve negotiating terms that are reasonable and that take into account the needs and concerns of both parties.


While the needs of lawyers and small businesses may differ when it comes to contract drafting, it’s important to remember that both parties ultimately want the same thing: a successful business relationship that is built on trust, clarity, and fairness. By understanding and balancing the priorities of both parties, it’s possible to create a contract that meets everyone’s needs and sets the stage for a positive and productive business partnership.

Contact us today for a free 15-minute Zoom consultation to review and discuss your legal needs. 

DISCLAIMER- This website talks about various business topics and various legal situations. The statements given by the host or guests or author do not constitute legal advice given to any individual or business. The host and/or guests are giving their personal opinion based on their personal and professional experience. Examples given are given broadly as examples with names removed for privacy. If you do have questions about your business or legal situation, please reach out and email to discus your business or legal situation.