Foreign Investors & Business

Commercial Contract Drafting

Draft a new commercial agreement in Georgia with clear business scope, performance, acceptance, payment and change arrangements.

Confidential assessmentConsultation language agreed in advanceFor urgent matters, call to check availability

Advokato helps businesses, founders and service providers prepare a new commercial agreement or adapt a starting sample to the actual transaction. Agreed work may include a terms outline, contract draft, schedules, explanations of open issues and agreed revisions. Fees, timing, languages and participation in negotiation are confirmed in advance. If the other party has already supplied its text, an existing-contract review may be the more suitable service.

The right route starts by assessing current law, facts, documents and deadlines together. This page provides a practical framework; an individual strategy is formed only after a confidential case assessment.

Book a consultation Call now

Civil Code Article 319 places contractual freedom within the law; Articles 327–328 address essential terms and required form. These comparisons help plan instructions; signing text must be prepared for the actual transaction.

Vague ‘payment on completion’ → specify deliverables, evidence of acceptance, defect handling, invoice conditions and the payment trigger.
‘Changes included in the price’ → distinguish the initial scope, change approval, additional price, revised dates and precedence of schedules.
‘A huge penalty will protect everything’ → tailor the breach trigger and calculation. Article 418(2) requires a written penalty agreement; under Article 420 a court may reduce a disproportionately high penalty considering the circumstances.

Civil Code — current Georgian text

Procedure

How the matter is managed

01
Describe the transaction, your role and real deadline; after conflict and availability checks, agree the engagement, outputs and fee.
02
Prepare commercial instructions; assess essential terms, applicable law, signatory authority and form requirements.
03
Prepare the draft and necessary schedules; identify open decisions, assumptions and the document version clearly.
04
The client checks commercial terms; handle comments, counterparty changes and negotiation points within the agreed scope.
05
Settle the final text and precedence of schedules; before signing, check party agreement, authority and the particular form. Registration or later assistance may need a separate scope.

Documents

Initial checklist

Initial enquiry: short objective, your role, signing stage, known deadline and preferred communication language.
Correct party names, registration details and signatory-authority documents, shared only as needed through an agreed channel.
Commercial proposal, term sheet, sample or correspondence; distinguish agreed points from open ones.
Product or service description, quantity, deliverables, milestones, acceptance criteria and responsible people.
Price, currency, payment milestones and intended allocation of costs and taxes; specialist tax questions require separate assessment.
Existing schedules and requirements for confidentiality, data, intellectual property, changes, termination and disputes. Keep sensitive material out of the initial public form.

Risks

Common mistakes

Using a foreign or unrelated transaction template without checking applicable law and form.
Tying payment to undefined completion while omitting acceptance and defect-correction arrangements.
Conflicting schedules, mixed versions or unconfirmed oral changes.
Assuming payment automatically grants every required right to materials, software or intellectual property.
Penalty and liability provisions that ignore transaction-specific legal limits.
Signing with open business terms or uncertain authority, or treating drafting as a factual due-diligence investigation.

Typical scenario

From facts to an action plan

Hypothetical example: a Georgian consultancy needs a new monthly services agreement. Instructions define deliverables, acceptance, payment milestones and approval of extra work. The draft addresses use of the client's materials and information to hand over on termination. This illustrates work planning; the particular package, included revisions and negotiation scope are agreed separately.

Official sources

Check the current rule

Editorial explanation and cited legal provisions checked: 24 October 2026. Applicable law, form and engagement scope are assessed for the particular transaction.

Civil Code — Articles 319, 327–328, 418(2), 420 Civil Code — official English text Georgian Bar Association — agreeing fees in advance

FAQ

Direct answers to practical questions

Answers are general and do not replace individual legal advice.

01Which agreements can I enquire about?+

New services, supply, distribution, franchise, confidentiality and other business agreements. Start with the relationship and intended result. Employment, property, investment or technology transactions may require the relevant specialist scope. Existing-text review, factual due diligence and breach litigation are separate tasks.

02What determines the drafting fee?+

Relevant factors include transaction complexity and risk, parties and related documents, schedules, languages, requested timing and negotiation scope. Before work starts, agree the price or calculation method, tax treatment, included outputs, revisions and approval of extra work. Translation, notary, registration and other third-party costs are considered separately where needed.

03How long does a draft take?+

Timing is assessed after complete instructions, document volume, complexity and availability are known. Separate the first draft from client feedback, counterparty negotiation and any signing/registration stage. New commercial terms or an extra language affect the schedule. Urgent work and a specific delivery date require advance confirmation.

04Are revisions and negotiation included?+

That depends on the engagement. Confirm whether outputs include a terms outline, editable draft, schedules, explanations or a marked revision. Define included revisions, counterparty discussions, new commercial instructions and extra documents specifically. Final text requires the client's commercial decisions and the parties' appropriate agreement.

05Does every contract need notarisation?+

The required form depends on the transaction, applicable law and party agreement. Written form, signature method, authority and any registration or certification are checked specifically. A first draft does not establish that every form requirement has been fulfilled; clarify the signing route before finalisation.

06What if the agreement uses several languages or foreign law?+

Identify the parties' countries, intended law, dispute forum and prevailing language. Comparing versions, professional translation, enforcement in another country and involvement of suitable local counsel require advance assessment. A translated page does not establish lawyer or negotiation availability in that language.

Next step

Tell us about the matter, confidentially.

A brief initial note helps us route the matter to the relevant lawyer. For an urgent matter, call to check availability.

+995 574 355 888

Commercial Contract Drafting

Initial checklist

Common mistakes

From facts to an action plan

Process & required documents

Costs, timelines & risks

Business lawyer in Tbilisi: company, contracts and commercial disputes

Commercial contract review: a ten-point legal risk system

Data protection compliance for technology businesses in Georgia

Loan agreements in Georgia: terms, evidence and legal review

Partnership agreements in Georgia: contributions, control and exit

Tell us about the matter, confidentially.