Most commercial agreements are read carefully exactly twice: once by whoever drafted them, and once when something has gone wrong. Everything in between runs on the assumption that the parties not only remember what they agreed, but agree on what they agreed to. That holds until it does not.

Drafting work is about closing the gaps that produce that second reading. What each side has to do and by when. What counts as performance, who decides, and what happens on late payment, on delay, or on a change in circumstances neither party planned for. How the agreement ends, and what survives it — confidentiality, ownership, and the right to be paid for work already done.

Review work runs the same analysis from the other direction: reading an agreement someone else drafted to establish what it actually requires of you, where the risk has been allocated, and which provisions are worth contesting. Terms presented as standard are standard because they were drafted for the party presenting them.

When performance breaks down, the questions become whether a breach has occurred, whether it is material, what remedies the agreement and the law provide, and what the party claiming breach must have done first. Many states, including Massachusetts and Pennsylvania, imply a covenant of good faith and fair dealing into every contract, which occasionally reaches conduct the written terms do not address.