Walsh & Buckley’s Article on Business Contracts Published in Texas Lawyer

Adams & Reese Partners Cassie Walsh and Sean Buckley are published in the Texas Lawyer, a publication by ALM/Law.com that covers legal and business news in the Lone Star State.

Their article” Protecting Your Mission: A Veteran Business Owner’s Guide to Contracts” equips military veteran business owners with the essential knowledge to safeguard their enterprises and protect their interests. Walsh and Buckley discuss the top things to consider when drafting, reviewing, and negotiating contracts with clients, vendors, and partners.

The article was originally written for the Adams & Reese monthly “Vets to Ventures” blog series in which articles are published to address legal and business topics impacting service members transitioning back to the workforce.

Buckley is a veteran U.S. Navy Officer and co-founder of the Adams & Reese Vets to Ventures blog. Both Buckley and Walsh are members of the Adams & Reese Corporate Services Practice Group.

Below is the article published in ALM/Law.com’s Texas Lawyer.

Protecting Your Mission: A Veteran Business Owner’s Guide to Contracts

July 07, 2025
By Cassandra Walsh and Sean Buckley
Adams & Reese

Contracts are the bedrock of any successful relationship between business owners and their clients, vendors, and/or partners. They are legally binding agreements that clarify expectations, define responsibilities, and provide a framework for resolution should any disputes arise.

Without well-crafted contracts, businesses could be vulnerable to misunderstandings, financial losses, and possible costly litigation. Think of business contracts as your operational orders for the civilian business world—clear, concise, and designed to prevent chaos.

For military veterans transitioning into the world of business, the landscape of contracts can seem as complex as any tactical operation. Just as you meticulously planned missions and assessed risks in service, a similar strategic approach is crucial when dealing with contracts.

This article will equip veteran business owners with the essential knowledge to safeguard their enterprises and protect their interests. We will discuss the top things to consider when drafting, reviewing, and negotiating contracts, and keep in mind that it is always advisable to seek legal counsel before agreeing to sign any contract with your clients, vendors, and partners.

Drafting Contracts: Precision is Key

Properly drafting a contract is not merely filling in blanks; it’s about anticipating all scenarios and protecting your interests. For instance, we realize that artificial intelligence and AI tools have played roles as of late in drafting legal contracts. However, when drafting contracts with AI, business owners should still thoroughly review all outputs and generated language to ensure accuracy, coherence, and alignment with their specific objectives.

Here’s what to prioritize when drafting a contract with clients, vendors, and partners:

• Aim for Clarity and Specificity: Avoid vague language. Every term, condition, and obligation should be defined. For example, instead of “reasonable time,” specify “within 10 business days.” Ambiguity can be a breeding ground for legal disputes. Clearly state any limitations of liability and any guarantees on your products, such as warranties and disclaimers. Specific contract language is your first line of defense in any legal dispute.
• Identify All Parties Accurately: Ensure the full and correct legal names of all parties involved are stated, including business entities and their legal representatives. If anyone else is going to benefit from the contract, make sure the contract includes that additional party, even if they’re not a party signing the contract.
• Outline Scope of Work (SOW) and Deliverables: Clearly outline services or products to be provided, the quality standards, timelines, and any required approvals or signoffs. Express your expectations and concerns precisely. Ensure all notices, consents, and approvals are in writing for documentation purposes. 
• Define the Payment Terms: Detail the payment amount, method, schedule, and any penalties for late payments or non-payment. Transparency prevents financial friction.
• Include Indemnification and Limitation of Liability Provisions: These provisions are designed to allocate risk. Indemnification clauses specify who compensates whom for losses or damages. Limitation of liability clauses cap the amount that one party can be liable to the other. Negotiate these carefully to ensure your exposure is manageable. 
• Include Insurance Requirements: Ensure your insurance broker reviews the contract for adequate protection, coverage, and market standards.
• Include Confidentiality Clauses (NDAs) if Needed: Protect sensitive business information, and trade secrets, client data, and any intellectual property such as patents, software, licenses, etc. Define what constitutes confidential information, ownership, usage rights, and include non-disclosure agreements (NDAs), legally binding contracts that protect confidential information shared between parties and restricts how that information can be shared.
• Ensure the Inclusion of Termination Clauses: Outline the conditions under which the agreement can be terminated by either party, including notice periods, default provisions, and any associated fees or penalties. For example, a force majeure clause protects parties from unforeseen events beyond their control (e.g., natural disasters, pandemics) that prevent them from fulfilling contractual obligations. These kinds of clauses help parties avoid a potential breach of contract claim.

Also, for contracts between parties in different states and jurisdictions, contracts need to have clauses that specify which state’s laws will apply to the contract and where any disputes will be resolved (e.g., courts in a particular county). Take the time to review those clauses.

Reviewing Contracts: A Thorough Reconnaissance

Never sign a contract without a thorough review and understanding of the written details. In the world of business contracts, “what you discussed before doesn’t matter”—any verbal agreements and/or what you agreed on or discussed before need to make their way into the contract. If the details are important to you, make sure the contract says it and don’t take people’s word for it. Any agreements made during negotiation should be incorporated into the final written contract.

No handshake deals: verbal agreements are notoriously difficult to enforce.

Here’s your checklist when it comes to reviewing contracts:

• Read and Understand Every Line: Do not skim. Understand every word and phrase, even the boilerplate language. Pay extra attention to confidentiality, indemnification, termination, dispute resolution, and limitation of liability clauses. These often carry the most significant risk. Ensure all fields are filled in or intentionally removed to avoid ambiguity. Keep in mind that most state laws will bind you to the contract terms and language, regardless of whether you read it or understood what you were signing.
• Assess Risk Allocation and Align with Business Goals: Does the contract distribute risk fairly between parties, or does it shift undue burden onto your business? Negotiate for a balanced approach. Make sure the contract serves your strategic objectives and aligns with your overall business model.
• Verify Compliance: Ensure the contract is compliant with all relevant laws, regulations, and industry standards.
• Pay Attention to Specific Requirements in Federal Contracts: It’s important to note that for veteran-owned businesses seeking federal contracts (VOSB/SDVOSB set-asides), business owners must understand the stringent compliance requirements, certifications (SBA certification, SAM.gov registration), and bidding processes. This is a significant opportunity but demands meticulous attention to detail.

It is highly recommended that attorneys and advisers review contracts. Even standard templates need scrutiny. Hiring an attorney is an investment, not an expense. Many veteran organizations also offer legal assistance or referrals to counsel who can help review your contract.

Negotiating Contracts: Strategic Engagement

Negotiation is where your military training in strategy, communication, and adaptability truly shines.

Here are some tips for negotiating the terms of a contract:

• Prepare Thoroughly: Just as you would prepare for a mission briefing, research the other party, understand market rates, and clearly define your objectives and bottom line. What are your non-negotiables? What are you willing to concede? Define your anchor.
• Know Your Value Proposition: Articulate clearly what you bring to the table and why your services or products are valuable. Successful negotiations foster long-term, mutually beneficial relationships. Focus on finding solutions that satisfy both parties’ needs. Active listening is as crucial as clear communication and articulation.
• Be Prepared to Walk Away: Having a clear understanding of your bottom line empowers you to decline unfavorable terms. Evaluate the legal vs. practical rewards and risks and be strategic on when to give in, as opposed to when to stand firm. Pick your battles.

Once signed, contracts are not just filed away. Implement a robust contract management system. Store all contracts securely in one accessible location. Track renewal dates, performance milestones, and payment schedules. Periodically review contracts to ensure ongoing compliance and adapt to evolving needs. Maintain clear records of all contract versions and amendments.

Conclusion

The discipline, attention to detail, and strategic thinking honed during your military service are invaluable assets in the business world. By approaching contracts with the same rigor you applied to your missions, veteran business owners can build a strong legal foundation, mitigate risks, and ensure the long-term success and protection of their business.

When in doubt, remember the old adage: “An ounce of prevention is worth a pound of cure.” Investing in solid contracts is investing in the future of your business.

Cassie Walsh is a partner in the Adams & Reese corporate services practice group in Houston and Tampa. Cassie provides outside corporate counsel to businesses and advises companies in a variety of industries on all corporate matters. For more than a decade, she has represented clients through transactions of all shapes and sizes, M&A deals, and the sale and purchase of assets and equity. Cassie also practices in banking and finance, and real estate law, including the sale and purchase of commercial, agricultural, and residential property, as well as in the negotiation of commercial and agricultural leases. Cassie serves as the co-chair of the firm’s diversity committee. She can be reached at cassandra.walsh@arlaw.com.

Sean Buckley is a partner in the Adams & Reese corporate services practice group. Sean advises clients in the purchase and sale of equity and assets, business contracts and disputes, and on a diverse array of corporate services matters including real estate transactions, entity selection and formation, corporate governance, and franchise opportunities. Sean is a veteran U.S. Navy Officer and co-founder of the Adams & Reese Vets to Ventures blog. He can be reached at sean.buckley@arlaw.com.

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