Contract Drafting and Review
Contract drafting and review matters when money depends on the wording: whether the counterparty will pay, whether the donor will accept the costs as eligible, whether the tax authority will assess additional VAT or income tax. MK Audit’s lawyers draft contracts from scratch and review drafts received from counterparties, while our auditors assess the tax consequences of every clause in parallel.
The result is a contract ready for signature, or a written opinion listing the risky clauses, explaining the consequences and proposing alternative wording. The firm has worked since 2000, is a member of DFK International, and prepares documents in Ukrainian and English, including bilingual contracts with foreign counterparties and donors.
What is included
- drafting of contracts: supply, services, works, lease, loan, agency and distribution agreements, contracts with non-residents;
- for NGOs and donor-funded projects: grant and sub-grant agreements, contracts with contractors and experts paid from project funds, charitable assistance agreements, memoranda with partners;
- employment contracts and civil law contracts with individuals;
- review of contracts proposed by a counterparty or donor: assessment of legal and financial risks, penalties, termination and refund conditions;
- assessment of tax consequences: VAT, corporate income tax, personal income tax on payments to individuals, withholding tax on payments to non-residents;
- review of annexes, specifications and supplementary agreements, which are often the reason a contract is declared invalid;
- anti-corruption clauses, confidentiality and personal data protection provisions;
- participation in negotiations and support in agreeing the wording with the counterparty.
Service options
| Format | What you receive | When it suits |
|---|---|---|
| Drafting from scratch | Contract with annexes, tailored to your transaction and requirements | New transaction, new line of business, standard contract for recurring deals |
| Review of a counterparty’s contract | Written opinion with risks and proposed amendments, statement of disagreements | A counterparty or donor has sent their own form |
| Package of standard contracts | Set of templates for the organisation: contractors, experts, sub-grantees, landlords | NGOs with several projects, companies with many counterparties |
Who needs it
- LLCs and private companies that sign supply, service and lease contracts and have no in-house lawyer;
- representative offices and companies with foreign investment that need bilingual contracts consistent with Ukrainian law;
- NGOs, charitable foundations and donor-funded projects: an error in a contract with a contractor may lead the donor to reject the costs, and a vague sub-grant agreement may make it impossible to demand a report or a refund;
- employers preparing employment contracts and contracts with experts;
- anyone who has received a contract from a counterparty with unclear or unfavourable terms.
How the work proceeds
- Request and proposal. You describe the transaction or send the draft contract, we assess the scope and send a commercial proposal within 1 day.
- Contract and checklist. We sign the contract, agree the timeline and send a list of the information we need on the parties, the subject and the payment terms.
- Execution. The lawyer prepares the draft or the opinion, the auditor checks the tax consequences, and you receive the document for approval.
- Result and support. We deliver the final version, help agree it with the counterparty and answer questions during performance of the contract.
Documents you will need
- details and constitutional documents of the parties, information on the signatories’ authority;
- description of the transaction: subject, timing, payment terms, currency;
- the counterparty’s draft, if any, and previous correspondence on the terms;
- for donor-funded projects: the grant agreement and budget, donor requirements for procurement and contracts with contractors;
- for employment contracts: staffing table, job description, remuneration terms.
Timing
Review of a standard contract takes 1 to 3 working days; drafting a contract from scratch takes 2 to 5 working days. Complex contracts with non-residents, grant agreements with many annexes and packages of standard contracts are prepared within the timeline agreed in the proposal.
Ongoing access to a lawyer for all of an organisation’s contracts is easier to arrange through legal support. Grant recipients benefit from checking their contractor agreements before a grant audit, and companies working with related non-residents from aligning contract terms with transfer pricing requirements. Accounting for the contracts signed is handled under our accounting services for NGOs and business.
Leave a request in the form below: we send a commercial proposal after reviewing the task and reply within 1 day.
Can we order only a review of a contract sent by a counterparty?
Yes. You receive a written opinion with the risks, proposed wording and, if needed, a statement of disagreements for negotiations.
Do you review grant agreements before signing with a donor?
Yes. We look at cost eligibility conditions, reporting deadlines, the donor’s audit and refund rights, and how these conditions must be carried over into contracts with contractors and sub-grantees.
Do you prepare contracts in English?
Yes. We prepare bilingual contracts with foreign counterparties, donors and parent companies, with one language prevailing as agreed by the parties.
Why involve an auditor in drafting a contract?
The contract terms determine how the transaction is recorded and which taxes arise. The auditor checks the wording on VAT, income tax and payments to non-residents before signing, not after an inspection.