Contract lawyer in Almaty — we fix the contract before signature, not sort out the consequences

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Contract lawyer: what to check before signing an agreement

An agreement is usually brought for signature when the deal has already been agreed, deadlines are tight, and the partner looks reliable. That is exactly the moment when it is easy to miss a term that will later turn into a long dispute, penalties or loss of an advance payment. A mistake in a single clause can cost more than the entire review.

If the document is standard and carries no risks, we will say so — there is no need to pay for an opinion just for the sake of it. But if the agreement contains disputed terms, hidden obligations or weak payment protection, it is better to sort it out before signing, not after the first breach.

When you need a contract lawyer before signing

People turn to a contract lawyer before signing in situations where money, deadlines and other people's obligations are at stake: a new supply, works contract, services, lease, loan, distribution or agency arrangement. The more complex the deal and the longer it lasts, the higher the chance that a standard template from the internet will not cover your particular risks. A contract lawyer looks not at the beauty of the wording but at what will happen in the event of delay, defective performance, price changes or refusal to perform.

A review before signing is almost always cheaper than a dispute after a breach: in a conflict you pay for court, enforcement proceedings, downtime and lost relations with the counterparty. It is enough to see in advance where the agreement leaves you without leverage and to rewrite those clauses.

People come before signing when they:

• enter into a long-term supply or works contract;
• sign a services agreement with an advance payment or penalties;
• take or let premises on lease;
• arrange a loan, distribution or agency arrangement.

A contract lawyer reads the deal, not the paper

Reviewing an agreement is not about checking commas and wording but about analysing the economic logic of the deal. Who supplies what, when the obligation to pay arises, how the result is accepted, who is responsible for missed deadlines and quality — all of this is built into the text, and this is exactly where future disputes arise. A typo is annoying but rarely costs money, whereas a mixed-up payment moment or vague acceptance can be expensive.

That is why legal assistance in drafting an agreement starts with questions about your role in the deal: are you the supplier or the customer, the contractor or the performer, who performs their obligation first. Legal services for drafting agreements are structured so that we first establish what you want to get out of the deal, and only then put that into the terms.

• What exactly you supply or receive and in what volume.
• When the other party's obligation to pay arises.
• How the result is recorded: an act, acceptance, silent consent.
• Who is responsible for delay, defective performance and downtime.
• What happens when a deal falls apart halfway through.

Three clauses that almost every dispute revolves around

Payment, acceptance and liability — three terms that give rise to almost any contractual dispute. Courts and negotiations are most often about not who is right in principle, but about the fact that these particular clauses are drafted ambiguously. So when signing, it is enough to read them carefully — the rest is usually secondary.

The mistakes here are typical. In payment, the procedure for settlements is missing: advance or post-payment, what counts as the payment date, how a price change is formalised. In acceptance, it is not set out who confirms the result and how, what to do about comments, and at what point the service is deemed accepted. In liability, it is unclear what the party is liable for and what it is not, and how damages are calculated. All three blocks are covered by the rules for drafting a services agreement: specific wording instead of general promises.

Here is what to look at in each of the three clauses:

• Payment: deadlines, method, and whether payment depends on a stage or a result.
• Acceptance: who signs the act, how comments are recorded and the deadlines for remedying them.
• Liability: the list of breaches, the limits of compensation, and how losses are calculated.

A lawyer for contractual relations checks the counterparty and the documents

The counterparty's legal capacity is the first thing to check before signing. If it is a legal entity, the certificate of state registration and open services of the State Revenue Committee are used to see whether it is still active, whether it appears on the list of inactive taxpayers, and whether there is any information about liquidation, reorganisation or suspension of activity. For a sole proprietor, it is checked whether their registration has been terminated. Such a check takes little time but removes the risk of concluding an agreement with an organisation that can no longer meet its obligations.

Next, the signatory's authority is checked: whether the director acts under the charter, whether a representative has a power of attorney and whether its term has expired, and whether the powers are limited by a decision of the founders. Licences, permits and notifications of commencement of activity are also checked separately, if the work is impossible without them, as well as whether the subject matter of the agreement matches your work — a lawyer for drafting an agreement compares the wording with the actual actions of the parties, so as not to sign a document for a service or supply that you do not provide.

• Check the counterparty's registration and status
• Confirm the signatory's authority
• Check licences, permits and notifications of commencement of activity
• Compare the subject matter of the agreement with your activity
• Clarify any limits on authority under the charter

Lawyer's services for drafting an agreement: what the review includes

Lawyer's services for drafting an agreement are not just proofreading the text, but an analysis of each wording: what it means in practice, how it can be turned against the signatory, and what will happen in the event of delay, refusal or a change of circumstances. The lawyer compares the terms with what the parties actually agreed, removes ambiguity, and strips out provisions that shift someone else's risks onto the client.

The result is that the signatory gets not only a corrected text but also a clear picture of the deal. A protocol of disagreements is prepared for the agreement, with reasons for each amendment — it can be sent to the counterparty as a counter-proposal. If the document is standard and carries no risks, this will be stated directly: there is no need to pay for signing for the sake of signing.

• Analysis of all the terms of the agreement and their consequences
• Identification of hidden risks and unfavourable wording
• Preparation of a protocol of disagreements
• Amendments to the text with an explanation for each clause
• Review of annexes, specifications and the payment procedure

Drafting an agreement by a lawyer: list of terms to check

When a lawyer drafts a contract, it starts with analysing the terms that later become the subject of a dispute. The subject matter and scope of work are described so that they cannot be interpreted in two ways: what exactly is supplied, in what batches, and under what documentation. Deadlines are tied not only to calendar dates but also to events, if performance depends on third parties or on payment; at the same time, the event must inevitably occur, otherwise the deadline will be deemed undetermined — which is why it is supplemented with a final date.

The payment procedure, acceptance and liability determine who records defects and when. Set out at what point a service or goods are deemed accepted, how much time there is for a reasoned refusal, and what counts as delay. Below is a list of the terms that most often become a stumbling block; check them before signing.

• Subject matter: specifics instead of general wording
• Deadlines and acceptance: who records defects and when
• Payment: basis and staging of payments
• Liability and termination: real consequences
• Jurisdiction: where the dispute will be heard

Jurisdiction and the termination procedure are checked separately: they determine where and how you will have to defend your interests.

Contract lawyer: when the contract has already been breached

If the counterparty has not delivered the goods, has not paid for the work or has walked away from the agreed terms, the contract has already been breached — and you need to act on the documents, not on emotion. First, a contract lawyer goes through the contract itself and all the correspondence: what exactly was agreed, which deadlines and obligations were breached, whether there is evidence of performance and of claims. At this stage it becomes clear which claims are well-founded and which will not stand up in court.

Next, a letter of claim is prepared with a calculation of the debt, penalty or damages — this is not a formal letter but a document that fixes your position and often becomes the basis for negotiations. If a pre-action procedure is required by the contract or by law, the court will return the statement of claim without it, so the deadline for responding to the claim is observed precisely. If a pre-action procedure is required by the contract or by law, the court will return the statement of claim without it, so the deadline for responding to the claim is observed precisely. If a pre-action procedure is required by the contract or by law, the court will return the statement of claim without it, so the deadline for responding to the claim is observed precisely. If a pre-action procedure is required by the contract or by law, the court will return the statement of claim without it, so the deadline for responding to the claim is observed precisely. If the counterparty is willing to discuss, the dispute is closed at the pre-trial stage: the parties agree on a payment schedule, replacement of the goods or other terms. When there is no result, the lawyer prepares the claim and represents you in court, and after the decision enforcement is carried out by a private or state court enforcement officer. A breach of contract does not always mean going to court: reviewing the document, the letter of claim and negotiations resolve most disputes before the hearing.

What you will need at the start:

• the contract with all annexes and supplementary agreements
• correspondence: letters, invoices, acts, delivery notes, payment documents
• a calculation of the amount claimed with supporting papers
• information about the counterparty and its current state

A contract lawyer will tell you how to check a contract quickly

If you are looking for a contract lawyer and there are only hours left before the deal, the first thing to understand is how long the review will take. A lawyer goes through an ordinary document within one working day. A complex or lengthy contract with annexes takes up to two or three days: the terms need to be checked against the counterparty, the risks assessed and the way the document will work in performance understood.

If the deal is urgent, say so straight away: the critical terms can be reviewed within the hour. In that mode it is realistic to assess the subject matter, payment, liability and termination procedure — the things that most often become the cause of disputes. The time needed to prepare and review a contract depends on the volume of the document, the complexity of the deal and the number of annexes, not on the number of pages.

In an urgent review, the first things looked at are:

• the subject matter of the contract and the scope of obligations
• the procedure and deadlines for payment
• the liability of the parties and the penalty
• the terms of termination and the jurisdiction for the dispute

Having a lawyer draft a contract: working with risks across 900+ documents

Across more than nine hundred contracts reviewed — supply, services, works, lease, loan, distribution and agency arrangements — a pattern of mistakes has emerged that repeats from document to document. Legal help in drafting a contract is most often needed not where the parties argue about price, but where the terms are simply left unwritten or copied from someone else's template for a different transaction. A lawyer can draft a contract quickly, but the value is not in speed — it is in every wording being tied to the specific transaction and to how the parties will actually perform it.

The typical mistakes look mundane: the subject matter is described so that it can be read two ways; the acceptance procedure does not match how the goods or services are actually handed over; liability is set out for one party only; amendment or termination is possible only by agreement, which will never be reached. What helps avoid this is not the search for a perfect template, but working through the transaction before signing — asking what will happen if a deadline is missed, if acceptance is refused, if the price changes. Below is a list of the points where mistakes cost the most.

• Subject matter and scope: what exactly, in what quantity and to what standard is transferred or performed.
• Acceptance and recording of defects: deadlines, documents, the procedure if a party refuses to sign.
• Liability: sanctions for delay, short delivery, refusal to pay — for both parties.
• Amendment and termination: grounds for unilateral exit and the notification procedure.
• Security terms: deposit, penalty, retention — the things that actually work in a dispute.

Drafting a services contract: the price is driven by complexity

The cost of drafting a contract depends not on the number of pages, but on the amount of risk work involved. The more complex the transaction and the more terms that need to be agreed, the higher the price: reviewing a standard supply contract is one task, while putting together a services contract with stages, acceptance and liability for delay is quite another.

Several factors affect the final price. If the counterparty insists on its own version, a protocol of disagreements will be needed — that is separate work. Urgency also changes the cost: when signing is tomorrow and the document has to be rewritten today, the price of drafting the contract will be higher.

• the scope and structure of the document — from a simple form to a contract with annexes
• the number of disputed terms and the risk of them being challenged
• the need for a protocol of disagreements with the counterparty
• urgency: time for calm drafting or for a deal needed "yesterday"

Lawyer for contractual matters and related situations

If the dispute concerns taxes, the structure of the company, participation in public procurement or a dispute with a state body over business activity, you should look at the sections on tax, corporate, tender and business law. Contract work overlaps with these topics: the terms of supply, works or joint activity almost always touch on taxes, the structure of the transaction and the customer's tender requirements. A lawyer for contractual matters builds the transaction itself, while narrow issues are dealt with in the relevant section.

It is important to distinguish related situations before signing: it is one thing when a contract needs to be drafted, and another when an already signed document is being reviewed for tax and corporate consequences. Legal services for drafting a contract include work on terms that will later affect accounting, the liability of the director and relations with partners. So the first step is to determine what is actually needed: a contract review or a specialist consultation.

• Taxes and tax regimes — in the section on tax law.
• Incorporation, reorganisation and transactions with shares — in corporate law.
• Public procurement and tender documentation — in the section on tenders.
• Disputes with state bodies and business obligations — in business law.
• The terms of the contract itself and counterparty risks — in contract work.

Documents for reviewing a contract before signing

Before reviewing a contract, the lawyer needs not only the draft itself but everything that reveals the transaction. If you bring a single sheet without annexes, specifications and correspondence, the review will drag on: the lawyer will be guessing what the parties actually agreed. A lawyer drafts a contract from the facts, not from elegant wording.

What to prepare before the meeting or before sending the documents:

• Draft contract in an editable format — Word or Google Docs, not a scan or photo.
• All appendices, specifications, requests, schedules and agreed forms, even if they are still in draft.
• Correspondence with the counterparty — letters, messenger messages, minutes of meetings where the terms were discussed.
• The counterparty's constituent documents, certificate of state registration and the signatory's power of attorney.
• Transaction documents: licences, permits, reconciliation statements, previous contracts with this counterparty.

The more complete the set, the faster the contract lawyer will identify the risks and propose amendments.

The most expensive mistake in a contract is not the absence of polished wording, but an unchecked counterparty and a term under which money is paid before the counter-performance is provided.