Business Contract Drafting and Negotiation

San Diego Business Contract Drafting and Negotiation Attorneys

Khashayar Law Group represents California businesses in contract drafting, review, and negotiation across the full lifecycle of commercial agreements. Whether a startup is signing its first MSA, a mid-market company is rewriting standard terms, or an enterprise is negotiating a high-stakes vendor or joint-venture contract, the firm drafts to protect the client and to anticipate the disputes that derail relationships after the deal closes.

Contract Drafting and Negotiation Services

Common engagements include:

• Master services agreements (MSAs) and statements of work.
• Non-disclosure agreements (NDAs) — mutual and one-way, with carve-outs for residuals and pre-existing knowledge.
• Consulting and independent contractor agreements — including AB 5 / Borello classification analysis.
• Indemnification and limitation-of-liability clauses — allocating risk for IP infringement, data breach, third-party claims, and consequential damages.
• Licensing agreements — software, IP, distribution, and reseller.
• Employment agreements — including California-compliant non-solicitation and confidentiality provisions (non-competes generally void under Business & Professions Code §16600).
• Vendor, supply, and service agreements with California-specific compliance terms.

When Trial-Ready Drafting Matters

A contract is only as strong as the litigation strategy behind it. Khashayar Law Group's litigation experience informs every drafting decision: indemnification clauses are written to survive motion practice, dispute resolution provisions are drafted with venue and choice-of-law selected for the client's advantage, and limitation-of-liability provisions are tested against California's unconscionability doctrine before they're signed.

How Khashayar Law Group Handles These Matters

Khashayar Law Group approaches every matter with the same trial-ready discipline that produced over $165 million in recoveries firm-wide. Daryoosh Khashayar has tried cases before juries, before judges, and before the California Court of Appeal, where he has secured multiple reversals of Superior Court rulings. He has litigated against major insurers including GEICO and Progressive, and against large corporations including Walmart and Costco.

ABOTA Membership and What It Means for Clients

Daryoosh Khashayar is a member of ABOTA — the American Board of Trial Advocates, an invitation-only organization for attorneys with exceptional verified civil jury trial experience and judicial recommendations. The firm has recovered more than $165 million for clients and prepares every matter — transactional or litigated — with the trial-readiness corporate counterparties respect.

Frequently Asked Questions

Are non-compete clauses enforceable in California?

Generally no. California Business & Professions Code §16600 voids contractual restraints on a person's ability to engage in a lawful profession, trade, or business. Narrow exceptions exist in connection with the sale of a business (§16601) and dissolution of partnerships or LLCs (§§16602–16602.5). Non-solicitation and confidentiality provisions can be enforceable when properly drafted.

Can a California limitation-of-liability clause cap consequential damages?

Often yes, between sophisticated commercial parties. California courts generally enforce LOL clauses unconscionable except where they violate public policy or the clause is unconscionable. The clause must be conspicuous and the parties' bargaining power roughly equal.

What is the statute of limitations for breach of a written contract in California?

Four years under California Code of Civil Procedure §337. Breach of an oral contract is two years under §339. Breach of fiduciary duty is generally four years under §343.

Do California contracts need a written choice-of-law clause?

Not strictly, but it is strongly advisable. California courts generally enforce contractual choice-of-law selections between sophisticated parties, subject to the public policy exception. Without one, default conflict-of-laws rules apply, which can produce unexpected results.

Should NDAs include carve-outs for required disclosures?

Yes. A well-drafted NDA carves out disclosures required by law, court order, regulatory authority, and (for the receiving party) information already known or independently developed. Federal Defend Trade Secrets Act notice provisions (18 U.S.C. §1833(b)) should also be included.

Talk to a San Diego Business Contract Attorney

Khashayar Law Group serves clients throughout San Diego and California. Consultations are free and confidential. Call (858) 509-1550 or visit our office at 1350 Columbia St., Suite 303, San Diego, CA 92101.