Contract Drafting Procedures | Specialized Legal Services

Introduction: Good Contracts Don’t Happen by Accident

Most companies think of contracts as documents.
Lawyers, however, see contracts as processes.

Behind every strong contract—whether it’s a commercial agreement, investment contract, franchise, employment agreement, or joint venture—there is a structured legal procedure followed by specialized lawyers. When this procedure is missing, companies end up with:

• Contracts full of gaps and contradictions
• Unclear responsibilities and weak protections
• Clauses that don’t comply with local law
• Great-looking documents that fail the moment a dispute arises

In Saudi Arabia, Egypt, and across the GCC, the difference between a contract that protects you and a contract that exposes you is not just wording; it’s the legal procedures your law firm follows from the first meeting until signing—and even beyond.

In this article,

we’ll walk through the professional procedures that a specialized contract-drafting law firm should follow, and how B2B applies these procedures to different types of contracts to protect your business, your investments, and your cash flow.

1. Why You Need a Structured Legal Procedure for Contract Drafting

A contract is not simply “written”. It is:

1. Planned – based on your business model and risks
2. Diagnosed – to understand what could go wrong
3. Structured – into a logical legal and commercial framework
4. Drafted and refined – clause by clause
5. Negotiated – without losing your key protections
6. Implemented and monitored – so that it actually works in practice

When a firm handles contract drafting without clear procedures, common problems appear:

• Key issues are forgotten
• Drafts are inconsistent between departments
• Different contracts contradict each other
• Critical protections (payment, termination, evidence, dispute resolution) are weak or missing

A professional law firm treats contract drafting like a project with clear stages, not like typing on a blank page.

2. The Core Legal Procedures for Professional Contract Drafting

At B2B, our work in contract drafting follows a structured sequence. While each client and contract is unique, the core legal procedures are consistent.

Step 1: Legal & Commercial Intake – Understanding the Deal Before the Draft

The first procedure is a deep intake session with the client.
Here, the lawyer does not ask, “What do you want me to write?” but rather:

• What is your business model?
• Who are the parties involved?
• What is the commercial objective of this contract?
• What are your biggest fears in this deal? Non-payment? Quality? Delays? Misuse of IP?
• What is the value of the contract and its expected duration?
• Which markets are involved (Saudi, Egypt, GCC, Asia, Europe)?

The purpose of this step is to translate business reality into legal needs.

Step 2: Risk Mapping and Legal Diagnosis

Next, the lawyer conducts a risk analysis:

• What are the legal risks? (non-compliance, unenforceable clauses, sector regulations)
• What are the financial risks? (payment, guarantees, debt recovery)
• What are the operational risks? (delivery, performance, subcontracting)
• What are the relationship risks? (termination, renewal, non-compete, exclusivity)

For example, a logistics contract may focus on:

• Delivery timelines
• Liability for damage in transit
• Customs issues

An investment contract, on the other hand, may focus on:

• Governance and board rights
• Dilution protection
• Exit mechanisms

This risk diagnosis step determines which clauses must be especially strong.

Step 3: Choosing the Legal Framework: Law, Jurisdiction, and Structure

Before writing actual clauses, a specialized law firm will decide:

• What law will govern the contract?
  • Saudi law? Egyptian law? A neutral law?
• Which court or arbitration center will have jurisdiction?
  • Local courts? SCCA? CRCICA? DIFC-LCIA? ICC?
• What type of legal structure is appropriate?
  • Sale contract, service agreement, shareholders’ agreement, franchise, agency, JV, etc.

This step ensures the contract is built on a solid legal foundation, especially for cross-border operations.

Step 4: Building the Contract Architecture – Before Drafting the Details

A good contract is not just a set of clauses; it has an architecture:

• Definitions
• Parties and recitals
• Scope of work / services / supply
• Term and renewal
• Payment and financial terms
• Delivery, performance, and acceptance
• Responsibilities and obligations
• Liability and indemnity
• Termination and its consequences
• Confidentiality and IP
• Governing law and dispute resolution
• Miscellaneous provisions

At this stage, the law firm builds the structure and headings based on the intake and risk mapping. Only after that does the detailed drafting begin.

Step 5: Tailored Drafting – Clause-by-Clause, Aligned With Local Law

Now comes the visible part: writing the contract.

A specialized drafting lawyer will:

• Avoid generic language and adapt clauses to the specific deal
• Use wording that is enforceable in local courts and arbitration centers
• Align penalties and compensation with local rules (for example, in Saudi Arabia)
• Ensure compliance with mandatory laws in sectors like employment, agency, real estate, or investment

For example, payment clauses will be drafted in a way that supports:

• Future debt collection
• Evidence of performance
• Remedies for late payment

Because B2B also handles debt collection, we draft contracts with a strong focus on future enforcement, not just present agreement.

Step 6: Integrating Documentation and Evidence Procedures

One of the most important but often ignored legal procedures is building evidence rules into the contract.

This includes:

• How delivery will be documented (delivery notes, electronic logs, signed reports)
• How invoices will be issued, sent, and approved
• Which email domains or systems are considered “official notice”
• How acceptance or rejection of services is recorded
• How long records must be kept

In disputes, the party with better documentation usually wins.
A good law firm thinks about tomorrow’s proof while drafting today’s contract.

Step 7: Internal Review and Legal Quality Control

Before a contract leaves the law firm, it should go through:

• Internal legal review (sometimes by a second lawyer)
• Consistency checks (no contradictions between clauses or annexes)
• Compliance checks with Saudi/Egyptian/GCC law
• Technical checks (schedules, numbers, timelines, definitions)

This internal “legal quality control” avoids embarrassing errors and closes hidden gaps.

Step 8: Client Review and Commercial Adjustments

The contract then goes back to the client for comments.

A specialized law firm like B2B will:

• Explain key clauses in clear business language
• Highlight what should not be conceded in negotiation
• Identify areas where the client can be flexible
• Adapt the draft to internal policies or sector practices

This is where legal drafting and business strategy intersect.

Step 9: Negotiation Support and Redlining

In most serious contracts, the other party will negotiate.
Here, the law firm plays a critical role:

• Reviewing redlines from the other side
• Flagging dangerous changes (e.g., changing governing law, removing protections)
• Proposing counter-language that keeps the deal acceptable but protected
• Joining negotiation calls or meetings if needed

Professional negotiation support ensures you don’t sign away your protection just to close the deal quickly.

Step 10: Finalization, Execution, and Post-Signing Follow-Up

Once the contract is agreed:

• The law firm ensures correct signing formalities (seals, authorized signatories, witnesses if required, e-signatures where valid)
• Confirms all annexes and schedules are attached and consistent
• Advises on implementation procedures (who internally should receive copies, how to archive, how to track obligations)

In many cases, B2B also helps clients:

• Develop internal checklists to ensure that teams in finance, operations, and sales apply the contract correctly
• Train staff on how to use the contract day-to-day

The legal procedure does not stop when the contract is signed; it continues in how the contract is used.

3. Different Types of Contracts – Same Professional Procedure, Different Focus

The overall legal procedure is similar, but the focus changes depending on the type of contract.

Commercial Contracts (Supply, Services, Distribution)

• Strong emphasis on:
  • Payment
  • Delivery
  • Performance
  • Documentation
  • Termination and renewal

Investment and Shareholders’ Agreements

• Focus on:
  • Governance and voting rights
  • Anti-dilution and pre-emption
  • Exit mechanisms
  • Tag-along and drag-along
  • Representations, warranties, and indemnities

Employment and Consultancy Agreements

• Focus on:
  • Role definitions and duties
  • Non-compete and non-solicitation (within what is allowed locally)
  • Confidentiality
  • IP assignment
  • Termination procedures and notice

Franchise, Agency, and Distribution

• Focus on:
  • Territory and exclusivity
  • Use of trademarks and branding
  • Performance targets
  • Local regulatory compliance
  • Termination and post-termination obligations

A specialized law firm adjusts the procedure and the drafting to match the contract’s nature and the client’s sector.

4. A Short Anecdote: Procedures That Turned Chaos Into Control

A regional company used to sign contracts drafted on an ad-hoc basis:

• Sales teams copied old contracts
• Legal review was minimal
• No unified structure or payment protections

Result:

• Multiple disputes over unclear obligations
• Different clients had conflicting terms
• Collections were slow and difficult

When they engaged B2B, we didn’t just “fix a contract”—we:

• Designed a contract-drafting procedure for them
• Created standard templates tailored to their sector
• Built evidence and payment protection into every contract
• Trained their staff on how to use these contracts

Within a year:

• Disputes dropped
• Average collection time improved
• Management had far more visibility and control

The turning point wasn’t a single document. It was a professional legal process.

5. How B2B Applies Specialized Legal Procedures to Protect You

B2B offers end-to-end contract-drafting procedures, including:

• Legal and commercial intake sessions
• Risk mapping and legal diagnosis
• Legal framework selection (law, jurisdiction, structure)
• Drafting and redrafting tailored contracts for different sectors
• Evidence and documentation planning
• Internal legal quality control
• Negotiation support and redlining
• Post-signing implementation support

We don’t just “draft contracts”; we put in place legal procedures that help your business sign safer agreements—every time, with every counterparty.

 

Conclusion: Strong Procedures Create Strong Contracts

A good contract does not start with a template—it starts with a professional legal procedure.

When you work with a specialized law firm that follows structured steps:

• Your risks are identified early
• Your protections are built in—from payment terms to termination
• Your contracts are consistent across clients and projects
• Your position in disputes becomes much stronger

If your company wants to move from ad-hoc contracts to professionally designed, systematically drafted agreements, contact B2B for a confidential consultation.
We help you build and implement specialized legal procedures for drafting all types of contracts—so every signature works in your favor.