B2B Agreement Step by Step: Scope, Penalties, Liability, and Termination

An agreement between companies should allow you to answer several basic questions: what is to be done, for how much, by when, and what happens if the cooperation does not proceed as planned. This guide helps review these elements before signing. It does not replace the analysis of a specific agreement.

Status checked: November 2, 2026. We are not a law firm. The material is informational and educational in nature and does not constitute individual legal or tax advice. The content of the agreement and regulations applicable to a specific industry may change the assessment of the situation.

First, Check the Parties and the Signing Method

Compare the name, identifiers, and addresses of the contractor with the appropriate register. In the case of a company, check who and how can represent it; for a power of attorney, check its scope and form. Verification of the register does not replace the assessment of the financial condition of the partner or other investigations required in a given transaction.

Determine whether the law or the parties require a specific form and who is to sign. A scan, electronic signature, email, and handwritten signature are not always interchangeable. In case of doubt, verify the form with a lawyer before starting the service.

Scope, Acceptance, and Payment

Describe the result or actions, inputs, contact persons, schedule, method of changes to the scope, and acceptance criteria. If the order includes stages, assign deadlines and acceptance rules to them. The acceptance clause should not leave any ambiguity about what happens after reporting defects or after a lack of response.

Check the price, currency, tax, invoice issuance and payment deadlines, as well as the method of settling additional work. In subscription agreements, calculate the total cost over the duration, the costs of the minimum commitment, and any fees after termination. Specific regulations may limit acceptable payment deadlines in commercial transactions.

Contractual Penalties and Liability

Specify the events triggering the penalty, the method of calculation, the limit, and the conditions for claiming damages beyond the penalty. The Civil Code links the contractual penalty to non-performance or improper performance of a non-monetary obligation. Assessing a specific provision, the possibility of its limitation, and its relation to damages requires checking the entire agreement and regulations.

The liability limit may pertain to a single event or collectively to the entire contract. Check exclusions and whether the limit covers penalties, third-party damages, breaches of confidentiality, or data obligations. An entrepreneur should not assume that every clause excluding liability will be effective in all situations.

Extension and Termination

Record the end date of the agreement, the conditions for automatic extension, the notice period, the acceptable method of delivery, and the person responsible for the decision. For example, when the notice period is counted before the anniversary of the agreement, it is advisable to plan a review in advance, rather than waiting until the last day. When calculating the deadline, check the exact wording of the agreement and the regulations regarding deliveries.

List of Documents to Keep

• Signed agreement, attachments, subsequent amendments, and powers of attorney.
• Offers, orders, and acceptance of changes to the scope.
• Acceptance protocols, complaints, summons, and correspondence regarding deadlines.
• Invoices, payment confirmations, and any settlement agreements.

If the agreement concerns access to personal data, establish the roles of the parties and the potential need for a data processing agreement. If it involves a work, software, or trademark, check the scope of the license or transfer of rights. These are separate issues that are not resolved by the name "B2B agreement" alone. Also see the guide on assessing whether the cooperation has the characteristics of employment.

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