Maksym Stepanenko
Managing Partner, Crystal Tax
International client projects since 2012: company structures, tax, immigration, DUNS and NCAGE. 50+ jurisdictions.
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Contract drafting services built around your specific deal: the Crystal Tax legal team drafts the contract from scratch or reviews the counterparty's draft, prepares a bilingual version and takes the text through to signing.
Since 2012 · 50+ jurisdictions · contracts in Russian, Ukrainian and English · counterparty draft review usually in 1–3 business days
In brief
- Contract drafting services mean writing the text for your deal: subject matter, price, deadlines, liability, governing law and dispute resolution, set out so that the contract can be performed and proven.
- We work with entrepreneurs from Ukraine and with foreign companies: supply and export, services, IT development with transfer of rights, agency and distribution agreements, loans, NDAs, SaaS terms, international trade contracts.
- Turnkey: deal analysis, structure of obligations and risks, a draft or a redline of the counterparty's draft, a bilingual version, changes during negotiations, the final text and the signing format, including a qualified electronic signature (QES).
- Under art. 638 of the Civil Code of Ukraine, a contract is concluded once the parties have agreed on all essential terms, and since 28.08.2025 the Commercial Code of Ukraine is no longer in force, so references to it in existing contracts are worth reviewing.
- Usually, in our experience, a contract review of a counterparty draft takes 1–3 business days and a new contract takes 3–7 business days. The timeline depends on the case, the details, the course of negotiations and force majeure.
Your situation
Pick the situation closest to yours: a short note on the route and the first step.
A Ukrainian IT company is signing with a client from the US or the EU
We draft a development agreement with transfer of economic rights to the code, in English or as a bilingual contract. We set out the governing law, acceptance procedure, currency and payment terms in line with currency control rules in Ukraine.
Example. A mobile development studio from Dnipro received a 40-page template from a client in Germany; we rewrote the section on rights to the code and acceptance, and it was agreed in two rounds of changes.
Discuss this case →We need an export contract for the supply of goods
We prepare an international trade contract with an Incoterms 2020 delivery term, specifications, acceptance by quantity and quality, and payment terms that fit the National Bank of Ukraine (NBU) settlement rules.
Example. A furniture manufacturer from the Zhytomyr region signed a framework contract with a Polish distributor and ships batches under specifications on FCA terms.
Discuss this case →The counterparty sent its own draft and we have to sign this week
We review the counterparty's contract, flag the risks in comments and return a redline with our wording. Usually, in our experience, this takes 1–3 business days.
Example. An equipment supplier received a draft with unlimited liability and a right of unilateral termination; after our redline the parties capped liability at the contract amount.
Discuss this case →We are entering a new market through an agent or distributor
We draft an agency or distribution agreement: territory, exclusivity, sales targets, use of the trademark, grounds and consequences of termination.
Example. A Ukrainian cosmetics brand signed a distribution agreement for Romania with two-year exclusivity tied to a minimum purchase volume.
Discuss this case →I want to set up a loan between group companies
We draft a loan agreement between related companies and look in advance at transfer pricing, currency control and the Ukrainian CFC (controlled foreign company) rules for the owner.
Example. The owner of a group made up of a Ukrainian LLC (TOV) and an Estonian company documented a working capital loan with a market interest rate and a repayment schedule.
Discuss this case →We are launching an online service and need terms, a policy and NDAs
We prepare a set: user terms or SaaS terms, a privacy policy, NDAs for the team and contractors, and an agreement with the developer on transfer of rights.
Example. A startup with an online booking service received its document set in Ukrainian and English before launching in Ukraine and Poland.
Discuss this case →What our turnkey contract drafting services include
Turnkey contract drafting services cover all the work from deal analysis to a signed text: the Crystal Tax legal team drafts or reviews the contract, prepares the language versions and handles changes until signing. From you we need a description of the deal and decisions on the disputed points.
Contracts we draft
- Supply and export of goods — a framework contract with specifications, an Incoterms 2020 delivery term, acceptance by quantity and quality, documents for customs and the bank.
- Services and work contracts — scope of work, stages, acceptance certificates, procedure for changing the assignment, liability for missed deadlines.
- IT development and outsourcing — transfer of economic rights to code and design, open source components, access and confidentiality, warranty period.
- Agency and distribution agreements — territory, exclusivity, remuneration, agent reports, use of the trademark.
- Loans — between companies, from a company member, within a group, with an interest rate and a repayment schedule.
- NDAs and confidentiality agreements — for negotiations, employees, contractors and investors.
- Online service and SaaS terms — user agreement, subscription terms, privacy policy, data processing agreement with EU clients.
- A system of linked contracts — a framework contract plus orders, specifications or annexes, so that each new deal takes one page.
Typical mistakes we fix during contract review
- The subject matter is described so vaguely that it is unclear what exactly is transferred or performed, and for certain types of contract this is an essential term.
- Rights to the work result are covered by the single word “development”. Under art. 440 part 4 of the Civil Code of Ukraine, economic rights to a work created to order pass to the customer in full from the moment of creation, unless the contract or the law provides otherwise; for other objects the general rule of art. 430 on joint rights applies. An investor or a buyer of the business needs a full chain of rights, so we write the transfer of rights into the contract explicitly. A logo and illustrations are works of fine art: under art. 15 of Law No. 2811-IX the rights to them stay with the author by default, so we document their transfer separately.
- References to articles of the Commercial Code of Ukraine, which ceased to be in force on 28.08.2025, including in clauses on penalties and supply.
- Payment terms for export or import of goods conflict with NBU rules, and the bank asks questions about every payment.
- The two language versions contradict each other, and there is no clause on which one prevails.
- Clauses on governing law and the forum for disputes are missing, so in a conflict the parties first have to argue about where and under which law to litigate.
- The signatory acts without authority: the charter requires a members' resolution for a major transaction, and there is none.
Deal analysis
- A short brief: who the parties are, what is transferred or performed, how the price is calculated, when and in which currency payment is made.
- A risk map: what happens if the goods do not arrive, the work is not accepted, payment is late, or one of the parties wants to exit the contract.
- Choice of contract type and structure: a one-off contract or a framework contract with specifications, orders or annexes.
Contract drafting from scratch
- Subject matter and essential terms, without which the contract is deemed not concluded.
- Acceptance procedure, certificates, documents for the bank and the tax authority.
- Liability: penalties, a cap on damages, force majeure.
- Rights to work results: transfer of economic intellectual property rights, licences, confidentiality.
- Governing law, contract language, method of dispute resolution: court or arbitration.
Review of the counterparty's contract
- Legal review of the contract sent by the other party: plain-language comments on every risky clause.
- A redline with our wording that you can send straight to the counterparty.
- A list of clauses worth negotiating and clauses where a concession is acceptable.
International contracts and bilingual versions
- An international trade contract that takes into account the Law of Ukraine on Foreign Economic Activity, the 1980 Vienna Convention and the Incoterms 2020 rules.
- A contract in English or a bilingual contract in two columns, with a clause on which version prevails.
- We handle Russian, Ukrainian and English ourselves; other languages go through partner translators under our editing.
- If the contract is governed by foreign law and a locally licensed lawyer or notary is needed, we work through partners in that country; we coordinate their work, answer to you for our part and the timeline, and remain your single point of contact.
Negotiations and signing
- Changes during negotiations, comparison of versions, an explanation of the consequences of each concession.
- The final text and the signing format: qualified electronic signature (QES), handwritten signatures, exchange of scans followed by originals, apostille or legalisation if the other party or an authority requires it.
- Ongoing support on request: supplementary agreements, specifications, claims, extensions.
- If your company abroad performs under the contract, we align the documents with it: acceptance certificates and invoices have to suit both the bank and the accountant handling accounting for the international company.
A contract is often tied to the rest of the business structure: which company signs, where it pays tax, how the money passes through the bank. We deal with these questions as part of our legal support for international business, so that the contract matches the way the business actually works. If the deal needs a company in another country, for example to work with clients in the EU or the US, it can be set up through our company registration abroad service and sign contracts in its own name straight away.
Contract drafting timelines
Usually, in our experience, a review of the counterparty's draft takes 1–3 business days, and contract drafting from scratch takes 3–7 business days from receipt of the brief. The timeline depends on the case, the details, the course of negotiations and force majeure.
- Brief and estimate — a reply within one business day after a short description of the deal.
- Review of the counterparty's contract — 1–3 business days: comments and a redline.
- Standard contract from scratch — services, NDA, loan, supply within Ukraine: usually 3–5 business days.
- International trade or bilingual contract — usually 5–7 business days, longer with foreign law and partner involvement.
- A system of contracts — framework contract, specifications, service terms, privacy policy: timing agreed according to volume.
Negotiations are the least predictable part. We usually process each round of the counterparty's changes in 1–2 business days, but the number of rounds depends on the other side. If signing is tied to a date, name it in the brief: we will start with the clauses that most often hold up agreement.
Timelines get longer in predictable cases: more than two parties; the contract is governed by foreign law and needs comments from a partner in that country; a version in a third language is required; the other party is a large company with its own legal department and its own template that it is reluctant to change. We name such points at the start so that you can plan the signing with a margin.
For urgent deals we work on a shortened route: usually a list of critical risks first, on the same or the next business day, and then a full redline. This lets you continue negotiating while we finish the text.
Cost of contract drafting services
We price contract drafting individually, based on the volume and complexity of the specific deal.
- Contract type and deal complexity: a one-off service or supply with a schedule, transfer of rights, exclusivity.
- One counterparty or several, one jurisdiction or several.
- Language versions: one language, a bilingual contract, additional languages through partners.
- Governing law: Ukrainian, or foreign with the involvement of partners in another country.
- Contract drafting from scratch or review of a ready-made counterparty draft.
- Urgency and the number of negotiation rounds to be supported.
Describe the deal in a few sentences or send the counterparty's draft, and we will estimate the work within one business day. If you need an analysis before the work starts, a 30-minute consultation costs 100 euros; the first 10-minute call is free.
Why clients trust us with contract drafting
Five reasons business owners hand us the contracts for their deals.
In business since 2012
We work in 50+ jurisdictions; we know what banks, registrars and tax authorities expect from contracts from our own cases, so bank and currency control requirements are built into the first draft.
We handle the correspondence on the contract
Changes, replies to the counterparty's comments and answers to the bank's questions about the contract are prepared by us. From you we need a description of the deal and decisions on the disputed points.
We see the job through to the result
If a bank or an authority returns the contract with remarks on our text, we rework it at no extra charge.
One team for the whole structure
Contract, company abroad, account, accounting, taxes and Ukrainian CFC rules — without searching for separate contractors.
Contract and confidentiality
We work under a contract, and the confidentiality terms are written into it. The terms of your deal are disclosed only to those involved in the work.
Contract drafting: how we work
Contract drafting runs in six steps, and at each one you know what is needed from you.
- Deal brief. You describe the deal or send the counterparty's draft; we ask clarifying questions and give a timeline.
- Structure and risks. We agree the contract type, essential terms, governing law and the main risks.
- Draft or redline. We draft the contract from scratch or return the counterparty's draft with comments and our wording.
- Language versions. We prepare an English version or a bilingual contract with a clause on which language prevails.
- Negotiations. We process the other party's changes and explain where a concession is acceptable.
- Signing. We prepare the final text and signing format: QES, originals, apostille where needed.
What we need to draft your contract
To draft a contract, we need the details of the parties, a description of the deal and every arrangement already reached in correspondence; a ready-made template is optional.
About the parties
- Full name, country of registration, registration number, address.
- Who signs and on what basis: charter, power of attorney, members' resolution.
- For a foreign party, an extract from the register, if available.
About the deal
- What is supplied or performed, volume, deadlines, place of delivery.
- Price, currency, payment terms, advance payment, acceptance terms.
- Correspondence with the counterparty, a commercial offer, a term sheet, if any.
- The counterparty's draft in an editable format, if you need a contract review.
What you receive
- The contract in an editable format and in a format for signing.
- For a review, comments on the risks and a redline with our wording.
- A bilingual version or an English version, if needed.
- A short memo: deadlines, obligations and dates worth tracking after signing.
Reference: what Ukrainian law says about contracts
The main rules on contracts in Ukraine are set out in the Civil Code of Ukraine; since 28.08.2025 it applies without the Commercial Code of Ukraine, which ceased to be in force under Law of Ukraine No. 4196-IX.
| Provision | What it establishes | What it means in practice |
|---|---|---|
| Civil Code, art. 626 | A contract is an agreement of two or more parties to establish, change or terminate civil rights and obligations | A supplementary agreement that changes the terms is also a contract |
| Civil Code, art. 627 | Freedom of contract: the parties are free to choose the counterparty and the terms, subject to the law, business customs, reasonableness and fairness | Terms can be built around the deal, within the law |
| Civil Code, art. 638 | A contract is concluded when agreement is reached on all essential terms: the subject matter, terms named as essential by law or necessary for contracts of that type, and terms on which one of the parties requires agreement | Without an agreed subject matter the contract is deemed not concluded; for certain types of contract the law names other essential terms as well |
| Civil Code, art. 639 | A contract may be concluded in any form unless the law requires a specific one; if the parties agreed to conclude a contract through information and communication systems, it is deemed to be in writing | An exchange of letters and electronic documents can also form a contract |
| Civil Code, arts. 207 and 208 | Written form includes electronic documents and an exchange of letters; transactions between legal entities are made in writing | Contracts between companies are concluded in writing, including in electronic form |
| Civil Code, arts. 203 and 215 | Art. 203 lists the general requirements for a transaction, including form; under art. 215 invalidity is grounded in breach of the requirements on content, legal capacity, free will and intent to create real legal consequences | We check the signatory's authority and the form before signing |
For rights to software code and other intellectual property, art. 1107 of the Civil Code matters: a contract disposing of economic rights is concluded in written or electronic form, otherwise it is void, except where the law expressly provides otherwise. For late payment of a monetary obligation, art. 549 of the Civil Code now provides for a penalty of twice the NBU discount rate in effect during the delay, at the creditor's request; the contract may set a lower amount.
Reference: international contracts and governing law
Under art. 6 of the Law of Ukraine on Foreign Economic Activity, an international trade contract is concluded in simple written or electronic form, unless an international treaty or the law provides otherwise.
- Export of services. For the export of services other than transport, the law allows a contract to be concluded by accepting a public offer, exchanging electronic messages or issuing an invoice. This is convenient for IT companies, but the bank will still check that the documents show the subject matter, the price and the fact that services were rendered.
- Choice of law. Under arts. 5 and 43 of the Law of Ukraine on Private International Law, parties to a contract with a foreign element may choose the governing law, except where the law expressly prohibits such a choice. The choice must be express or follow clearly from the terms of the contract and the circumstances of the deal. If the parties have made no choice, under art. 44 the law of the country of the party whose performance is decisive usually applies, for example the seller or the service provider; the law makes exceptions for certain contracts.
- 1980 Vienna Convention. Ukraine has been a party to the UN Convention on Contracts for the International Sale of Goods since 01.02.1991 and made a declaration requiring written form for such contracts where one of the parties is located in Ukraine.
- Incoterms 2020. The current edition of the International Chamber of Commerce rules, 11 terms; the delivery term determines where risk passes and who pays for carriage and insurance.
- Currency control. The Law of Ukraine on Currency and Currency Operations allows the NBU to set maximum settlement periods for export and import of goods. We check the payment terms in the contract against the NBU rules in force on the signing date.
- Related parties. Loans, services and royalties between group companies in different countries are checked for transfer pricing; for an owner who is a Ukrainian tax resident, such contracts also affect the report on controlled foreign companies (CFC).
| Question | Contract within Ukraine | International trade contract |
|---|---|---|
| Form | Written or electronic for deals between companies | Simple written or electronic; for export of services also an offer or an invoice |
| Governing law | Ukrainian | Chosen by the parties; absent a choice, determined under the Law on Private International Law |
| Language | Ukrainian, another language by agreement | Usually English or bilingual with a clause on which version prevails |
| Payments | As a rule, hryvnia | Foreign currency; for goods, deadlines within NBU rules; documents for the bank |
| Disputes | As a rule, a Ukrainian court | Court or international commercial arbitration, as chosen by the parties |
Reference: signing, QES and disputes
Under part 6 of art. 18 of the Law of Ukraine on Electronic Identification and Electronic Trust Services, a qualified electronic signature (QES) has the same legal force as a handwritten signature.
- A contract can be signed with a QES by both parties, by hand in two originals, or in a mixed way if the parties have agreed on this in the contract itself.
- A foreign party often signs through its own e-signature service; the contract records which method the parties recognise.
- An apostille is needed for documents filed with authorities of another country, for example the signatory's power of attorney; for the contract between companies itself it is usually not required.
Under art. 131-2 of the Constitution of Ukraine, representation of another person in court in Ukraine is carried out exclusively by an advocate, with exceptions allowed by law only for certain categories of cases. Crystal Tax is not an association of advocates. If a dispute goes to court, we bring in a partner advocate and prepare the position on the contract and the evidence together with them. Abroad, where a locally licensed lawyer or notary is needed, we work through partners in that country. Any lawyer who promised that a contract would never be challenged would be promising too much; we reduce this risk by checking authority, form and essential terms.
How to start
Describe the deal in a few sentences or send the counterparty's draft. We reply within one business day, and on a free 10-minute call we will tell you right away what the contract requires and how long it will take.
Other services
Sources
Civil Code of Ukraine, No. 435-IV, arts. 203, 207, 208, 215, 430, 440, 549, 626, 627, 638, 639, 1107; Law of Ukraine No. 4196-IX, record card and art. 17: in force from 28.08.2025, Commercial Code repealed; Law of Ukraine No. 4196-IX, text, art. 17 and amendments to art. 549 of the Civil Code; Law of Ukraine on Foreign Economic Activity, No. 959-XII, art. 6; Law of Ukraine on Private International Law, No. 2709-IV, arts. 5, 43, 44; Law of Ukraine on Electronic Identification and Electronic Trust Services, No. 2155-VIII, art. 18; Law of Ukraine on Currency and Currency Operations, No. 2473-VIII, art. 13; Constitution of Ukraine, art. 131-2; UN Treaty Collection and UNCITRAL — status of the UN Convention on Contracts for the International Sale of Goods, Ukraine's declaration under arts. 12 and 96; ICC — Incoterms 2020. Checked: 27.09.2026.
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Frequently asked questions
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Does a contract signed with a QES have the same force as a paper one?
What changed for contracts after the Commercial Code was repealed?
What kind of business contract lawyer do I need for a deal with a foreign company?
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How much do contract drafting services cost?
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