Business law

MOSAIK assists companies with the drafting, review and negotiation of all their contracts: services, sale, distribution, partnership, subcontracting, licensing, in France and internationally.

The foundations of a solid contract

Before any drafting, the firm helps you settle the parameters that determine the economics of the deal:

• the contract value and the pricing structure;
• the payment terms: they let you anticipate deadlines, manage your cash flow and secure each party's commitments. As a service provider, late payment forces you to advance funds and exposes you to the client's insolvency. As a client, paying in advance means risking a service that is never delivered;
• the term and the exit conditions: a long commitment often secures better terms, provided you control the exit routes;
• the governing law and the competent courts: depending on the law chosen, the litigation risk changes in scale. Some foreign legal systems allow punitive damages, for example, whereas French law compensates only the loss actually suffered.

Anticipating non-performance before it happens

The remedies provided by law are sometimes insufficient or barely deterrent. The contract can do better, and MOSAIK helps you choose the right tools:

• the penalty clause, which fixes in advance the financial sanction for a breach;
• penalties per day of delay or per recorded breach;
• automatic coverage of certain costs;
• set-off mechanisms: payment retention, additional time to perform;
• conversely, limitation of liability clauses, which cap your own financial exposure. Their amount must be set with care: if too low, the clause may be set aside by the court.

Monitoring the performance of the contract

A good contract also organizes its own oversight. The firm builds in monitoring mechanisms that detect early breaches before they escalate:

• periodic reporting;
• progress reviews and validation milestones;
• alert procedures and amicable issue-resolution processes.

These mechanisms are invaluable: they allow you to work cooperatively with your partners to resolve difficulties, and they provide useful evidence should the dispute nonetheless escalate.

Adjusting the price over time

For long-term contracts, MOSAIK drafts the clauses that keep the economic balance in step without constant renegotiation: indexation clauses based on the indices of INSEE (the French national statistics institute) or the Syntec index, price review clauses, and progressive or degressive performance mechanisms.

From pre-litigation to litigation

When a contractual dispute arises, the firm deploys the appropriate graduated response: formal demand letter, negotiation of a settlement agreement, then court proceedings where necessary. This dual practice of advisory and litigation work informs our drafting: we know which clauses hold up before a court.

Frequently asked questions

Why have a contract drafted by an attorney rather than use a template?

A template knows nothing about your business, your bargaining position or your actual risks. Every clause of a bespoke contract is calibrated to the economics of your transaction. The cost of drafting is trivial compared with that of a dispute born of an ill-fitting clause.

Can an attorney review a contract I am asked to sign?

Yes, it is one of our most frequent assignments. MOSAIK analyzes the draft contract, identifies unbalanced or risky clauses, and provides you with reasoned amendment requests for the negotiation.

What can I do if my counterparty fails to perform the contract?

It all depends on what the contract provides: penalty clause, per-day penalties, termination rights, set-off mechanisms. MOSAIK advises you on the most suitable graduated response, from formal demand letter to litigation, preserving the commercial relationship where possible.