Contract lawyers in Romania for review, drafting and negotiation
A contract can be legally valid and still allocate commercial risk badly. A review should therefore do more than check grammar or copy standard clauses. It should show what you must deliver, what the other party can demand, what happens if performance fails and how the relationship can end.
We assist with contracts governed by Romanian law, contracts involving Romanian companies and cross-border agreements that affect operations in Romania. The applicable framework is assessed against the Romanian Civil Code, mandatory rules governing the transaction and, where relevant, the EU rules on the law applicable to contractual obligations.
For a clause-by-clause overview, see our guide to contract review in Romania: 12 clauses to check before signing.
Review before signing
We identify unclear obligations, one-sided rights, hidden cost exposure, weak remedies and provisions that should be renegotiated.
Drafting and redrafting
We prepare or revise commercial contracts so the operational deal is reflected in enforceable and usable wording.
Negotiation support
We translate legal risks into negotiation points and help you decide which terms are essential, flexible or unacceptable.
What we check in a commercial contract
The scope depends on the document and the transaction. A typical review considers the following decision points:
Parties and authority
Identity, capacity, signing authority, group-company obligations and permitted subcontractors.
The wrong entity signs or a commitment is made without adequate authority.
Scope and deliverables
Specifications, acceptance criteria, dependencies, milestones and change-control procedure.
Disputes about whether performance is complete or defective.
Price and payment
Currency, VAT treatment, invoicing triggers, payment deadlines, set-off and late-payment consequences.
Cash-flow disputes, delayed payment or unexpected costs.
Liability and indemnities
Caps, exclusions, direct loss, third-party claims, insurance and responsibility for subcontractors.
Exposure that is disproportionate to the value of the contract.
Confidentiality, data and IP
Ownership, licences, permitted use, security duties, personal-data roles and return or deletion obligations.
Loss of control over assets, data or confidential information.
Term, termination and exit
Duration, renewal, termination rights, notice, cure periods, transition assistance and continuing clauses.
Being locked into an unworkable relationship or losing access at exit.
Law and disputes
Governing law, jurisdiction or arbitration, notices, language and enforcement considerations.
A dispute becomes more expensive or difficult to manage across borders.
Which contracts can we review?
The service can cover a single agreement, a contract suite or a recurring review process for a business. Examples include:
- services, consultancy and professional-services agreements;
- supply, distribution and commercial cooperation agreements;
- sales, purchase and framework agreements;
- technology, software, SaaS, licensing and intellectual-property agreements;
- construction, works and subcontractor agreements;
- shareholder, management and investment-related documents;
- employment, contractor and confidentiality agreements;
- leases, property transaction documents and related commercial contracts.
Specialist issues may require coordination with the company’s tax, accounting, data-protection or technical advisers. The scope is agreed according to the document and the decision you need to make.
For software development, SaaS, cloud, outsourcing, licensing and service-level agreements, see our dedicated IT contract lawyers in Romania service.
How the contract review process works
Explain the transaction, your role, the counterparty, the deadline and the points already under negotiation.
We separate legal defects, commercial exposure, drafting ambiguity and negotiation preferences.
The output can be a written risk report, tracked changes, replacement clauses or a consolidated draft.
We identify priority points and help distinguish terms that require protection from those that can be commercially accepted.
We can assist with final wording, signing formalities and a clear record of the agreed contract version.
Why review a contract before signing?
Pre-signature review is usually the point at which risk can be changed most efficiently. Once the contract has been signed or performance has started, the available options may be narrower and the commercial relationship more sensitive.
A review is particularly important when the contract has a significant value, a long term, automatic renewal, exclusivity, intellectual-property transfer, personal-data processing, a foreign counterparty or a liability clause that does not match the insurance and operational reality of the business.
Frequently asked questions
What does a contract review in Romania include?
It normally includes a review of the parties, scope, payment, performance obligations, liability, confidentiality, intellectual property, data-related duties, term, termination, governing law and dispute provisions. The exact scope depends on the contract and the client’s role.
Can you review a contract written in English?
Yes. We can review English-language contracts involving Romanian companies, Romanian law or operations in Romania. The review should identify the governing law, the language clause and the practical route for enforcing rights against the counterparty.
Can a lawyer negotiate changes to the contract?
Yes. We can prepare comments, propose replacement wording, respond to the counterparty’s draft and support negotiations. The client remains responsible for the commercial decision about which risks to accept.
Should I review the contract after signing?
Yes, especially when the relationship changes, the contract is renewed, a variation is proposed, performance is delayed or a dispute is developing. A post-signing review can clarify rights, notice requirements and available remedies, but it cannot always recreate the negotiating position that existed before signature.
Do you review contracts for foreign companies entering Romania?
Yes. We assist foreign businesses with Romanian counterparties, local operations, employment and supplier arrangements, property-related contracts and other agreements connected with market entry or ongoing activity in Romania.
Disclaimer: This material is provided for general information only and does not constitute legal advice. Contract review is document-specific and depends on the full transaction, applicable law and the facts provided.
AI Notice: AI-assisted content, reviewed by a qualified Romanian lawyer.