A Florida business contract should do four things: say exactly what each side is providing, say what each side is paying and when, say how long the arrangement lasts and how either side ends it, and say who owns what is created along the way. Most commercial agreements that cause problems later are not missing a clever provision. They are missing a plain one, usually a clear description of scope or a clear payment schedule. Good drafting is mostly the discipline of writing down what both sides already believe they agreed to, in language a stranger could read the same way. This page is general information about Florida contracts, not advice about your agreement.
Talk to Aaron before you sign
The most useful time to bring in counsel is while terms are still open, because everything is negotiable before signature and very little is after. Aaron reviews new matters personally. Sending information does not create an attorney client relationship, and a conflict check comes first, so please hold your documents until the firm confirms it can look at them. If you are working against a signing deadline, call (305) 672-7495 and ask for Aaron.
Talk to Aaron About Your Contract
When contract review is time sensitive
In Florida commercial practice the window for changing terms closes at signature, so timing is the whole game. Review is time sensitive when any of the following applies.
- A counterparty has sent their standard form and asked you to sign this week
- You are the smaller party and the agreement was drafted entirely by the other side
- The arrangement will run for years or renew automatically
- The value of the deal is significant relative to the size of your business
- You are being asked to sign personally rather than only through the entity
- The agreement covers work that has already quietly started
The terms that carry the most weight
In a Florida commercial agreement a handful of provisions do most of the work, and they are worth more attention than the rest of the document combined.
| Term | What it should make unmistakable |
|---|---|
| Scope | Exactly what is being delivered, in what quantity, to what standard, and what is excluded. |
| Payment | Amounts, timing, what triggers each payment, and how changes to scope are priced. |
| Term and exit | How long it runs, whether it renews on its own, and how either side ends it with notice. |
| Ownership | Who owns work product, data, and intellectual property created under the agreement. |
| Confidentiality | What information is protected, for how long, and what each side may do with it. |
| Risk allocation | Indemnity, insurance requirements, and any cap on financial exposure. |
| Governing law | Which state's law applies and where any proceeding would take place. |
| Signature authority | Who is permitted to bind each entity, and whether any personal guaranty is being given. |
Drafting your own agreement versus reviewing theirs
In Florida commercial deals whoever writes the first draft sets the defaults, and that advantage is real. Working from your own form means the structure, the timing, and the risk allocation start where you want them, and the other side has to argue their way out of each one. Working from their paper means the opposite, and the practical task becomes identifying the handful of provisions that actually matter to your business and concentrating on those rather than marking up the entire document. Both approaches are normal. Knowing which one you are in changes how the negotiation should be run.
Where negotiations usually land
Florida commercial negotiations tend to concentrate on the same few points regardless of industry, and knowing that in advance shortens the process. Payment timing is almost always negotiable. Automatic renewal and notice periods are usually negotiable. Caps on financial exposure and indemnity language are frequently negotiable, particularly where the parties are close in size. Governing law and venue often depend on who has more leverage rather than on principle. Scope should be treated as the priority in every negotiation, because a precise scope prevents more problems than any other provision in the document.
What to have ready
A Florida contract review moves faster when the commercial picture arrives with the paper.
- The draft agreement and every exhibit, schedule, or attachment referenced in it
- Any term sheet, letter of intent, or proposal that preceded it
- The email or message thread where the commercial terms were discussed
- Any prior agreement with the same counterparty
- Your own standard form, if you have one
- The entity documents showing who is authorized to sign
- Your practical priorities: what you must have, what you would like, and what you can concede
Gather these before the consultation. Do not send them until the conflict check is complete.
What typically happens next
A Florida contract engagement usually begins with a conflict check against the counterparty name, then a read of the document against the commercial deal you actually described. The output is normally a marked draft plus a short list of the provisions worth spending negotiating capital on, separated from the ones that are merely imperfect. From there the work is iterative, moving through redlines until the terms are settled and the document is ready for signature. How long that takes depends on the counterparty and the complexity of the deal.
Why Aaron Resnick
More than twenty years of Florida business practice. Recognized by Super Lawyers for over thirteen years. AV rated. Work referenced in national and Florida press including The New York Times, The Wall Street Journal, and the Miami Herald. You work with Aaron directly rather than being handed to a team.
Related questions Aaron answers
- Should I sign a contract that renews automatically?
- What does a personal guaranty actually commit me to?
- Who owns the work product under a Florida services agreement?
- How specific does a scope of work need to be?
- Can I negotiate terms on a counterparty's standard form?
Reviewed by Aaron Resnick, Esq.
Published July 30, 2026. Last reviewed July 30, 2026.
This page is general information about Florida contracts, not legal advice, and reading it does not create an attorney client relationship. Every agreement turns on its own terms and circumstances. For advice about a specific contract, speak with a lawyer.
