Business Contracts Attorney Austin TX | Sterling & Hayes Legal

The contract is where the deal actually lives.

Founders love to say things were handshake-clear. Then a year later the vendor changes hands, the customer churns, or the partner pulls capital and suddenly the only thing that matters is the four corners of the document. We have read thousands of contracts written by other people, and the patterns of failure are remarkably consistent: cap on liability that swallows the indemnity, automatic renewal that nobody calendared, IP clause that gives away the source code, governing law clause in a state nobody noticed.

Our contracts practice exists to keep your business out of those patterns. We draft the agreements you originate, redline the agreements thrown at you, and negotiate the points worth fighting for - all in plain English with a one-page summary so the founder, not just the lawyer, understands what was traded.

What we draft and review

Master Service Agreements (MSAs)

The umbrella agreement that governs every transaction you have with a customer or vendor. We draft yours from scratch or rework the one the counterparty sent. Liability, IP, payment, term, and dispute resolution all done right the first time.

Statements of Work (SOWs)

Scope, deliverables, timeline, acceptance criteria, change-order mechanics, and payment milestones. The SOW is where most service-business disputes are won or lost - we make sure yours is unambiguous.

Non-Disclosure Agreements (NDAs)

Mutual and one-way NDAs for investor conversations, M&A diligence, technical partnerships, and contractor relationships. Short enough that the other side will actually sign, tight enough that it does the job.

SaaS Terms of Service & DPAs

Customer-facing terms, acceptable use policies, data processing addenda for CCPA and GDPR-exposed customers, service-level commitments, and security exhibits.

Vendor & supplier agreements

Reviewing what other companies push at you - typically heavy on their indemnities, light on yours - and negotiating it back to something balanced. We push hardest on data, IP, and tail liability.

Partnership & joint venture agreements

True partnerships are the single largest source of post-deal litigation. We build agreements that define contribution, control, deadlock resolution, and exit before anyone falls out of love.

Contractor & consultant agreements

IP assignment that survives the engagement, classification language that does not get you reclassified by the IRS, and termination rights that protect both sides.

Drafting vs reviewing - and why it matters

When you draft, you set the floor. When you review, you fight to raise the floor someone else set. The economics are different: drafting your own MSA up front means every customer signs into your liability cap, your governing law, your IP terms. Reviewing the customer's MSA means clawing back ground on each deal, often without leverage.

For any contract you will sign more than twice - a customer MSA, a vendor template, an NDA, a contractor agreement - we strongly recommend drafting your own and using it as the opener. Sterling & Hayes will build that template library once and your sales and ops teams use it forever.

Austin business contract being reviewed and redlined on a laptop

Plain-English Redlines

Our process

Send us the document. Upload the draft (yours or theirs) plus a short note on what the deal is, what is at stake, and what the timeline looks like.
Triage call (15 minutes). A senior attorney confirms scope, flags the two or three terms most likely to matter, and gives you a firm turnaround commitment.
Redline & summary memo. You receive a tracked-changes Word document plus a one-page memo: what changed, why, what is risky, what to decide.
Negotiation support. Optional - we negotiate directly with the counterparty or coach you through the conversation. Most deals close in three to five exchanges.

Common contract scenarios

The first enterprise customer

A Fortune 500 sends a 40-page MSA the day before your demo. We strip the indemnification cap, push back on the IP grab, fix the unlimited liability, get the auto-renewal sane, and you close the deal without losing your shirt or your weekend.

The vendor that wants to use your data

A new AI tool wants to train on your customer data. We negotiate a DPA that restricts training, prohibits aggregation across customers, and gives you audit rights - or we walk you out of the deal entirely if those terms are non-negotiable.

The 50/50 partnership

Two operators want to start something together with equal economics. We build the partnership agreement that handles voting, deadlock, capital calls, and a buy-sell that actually fires when one partner wants out. Done right, the agreement is the safety net that lets the partnership take real risks.

Why Sterling & Hayes

You get the same partner-level attorney on every contract, not a rotating cast of associates. We work fast because we have read your business and your fallback positions before - we are not rediscovering them on your dollar. And we give you the redlines in a form your team can act on, with a one-page memo any non-lawyer can understand.

Frequently Asked

Contracts, answered.

What is the typical turnaround for a contract review?

Standard MSAs, SOWs, and NDAs come back within 48 business hours with a redline and a one-page summary. Complex SaaS terms or vendor agreements with significant data privacy, IP, or liability exposure typically take three to five business days. Rush turnaround inside of 24 hours is available when the deal calendar requires it, and we will tell you up front whether it is achievable.

Do you actually negotiate with the other side or just mark up the document?

Both - the engagement is your call. Many clients want us to redline silently and then carry the conversation themselves with their counterparty contact. Others ask us to negotiate directly with the counterparty or their lawyer, which is common when the issues are highly technical, when emotions are running hot, or when the deal is large enough that a lawyer-to-lawyer conversation will move faster.

How do redlines work in practice?

You send us the counterparty's draft, we return a Word document with tracked changes plus a comment explaining the why behind every meaningful edit. You can accept, reject, or push back without ever needing a lawyer in the room. We close most commercial deals through three to five exchanges of redlines and a couple of phone calls on the harder points.

Can you build us a template library so we stop sending one-off contracts?

Yes - this is one of our most common engagements. We build you a MSA, SOW template, mutual NDA, contractor agreement, and any customer-facing terms tailored to your business, with a usage playbook so your team knows when to swap which fallback. Most clients recoup the build cost inside of a year on contract-review savings alone.

Which state should my contracts pick for governing law and venue?

For an Austin business contracting with U.S. counterparties, Texas with venue in Travis County is usually the right starting position. If the counterparty insists on their home state, we look at whether their state has business-unfriendly consumer or employee statutes that would bite you. Delaware and New York are common neutral middle grounds for sophisticated commercial deals.

What happens when the other side will not budge on a critical term?

Sometimes the right answer is to walk away. Sometimes it is to accept the risk in exchange for something else - shorter term, higher price, narrower scope. We give you the trade-off in writing so the decision is yours, not ours. The contract that no business person would have signed is a failure of legal counsel, not a victory.

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