Commercial Contracts Attorney · Nashville
Every contract is a future argument
settled in advance, or not.
MSAs, NDAs, vendor and IC agreements drafted to hold up under a Tennessee court's reading.
By Knight Lancaster, JD, CPA · Last reviewed May 2026
The MSA written tightly today is the document that resolves the dispute three years from now.
Every commercial contract is a future argument settled in advance, or not. Lancaster Law drafts, reviews, and negotiates the contracts that run a closely held Tennessee business: the operational paper, the vendor and customer agreements, the supply and procurement contracts, the employment and restrictive covenants, and the document that sits underneath each of them.
Knight Lancaster is a Tennessee attorney and a licensed CPA. The Lancaster CPA Firm prepares the corporate, partnership, and personal returns that come out of the legal work — so the compensation structures, license royalties, and restrictive-covenant payments in the contract agree with the line items on the return.
What we draft, review, and negotiate.
Each contract gets drafted with the actual relationship in mind, not the template that comes with the form library.
MSAs & SOWs
Indemnity, IP, and the cap that templates miss.
Master Services Agreements and Statements of Work, including the indemnity, IP-ownership, and limitation-of-liability sections most templates skip. The MSA gets negotiated once. SOWs get signed each project.
NDAs
Confidentiality with appropriate carve-outs.
Non-Disclosure and confidentiality agreements for vendor, employee, and acquisition-target use cases, drafted with the right carve-outs and term lengths for the actual relationship.
Independent Contractor
Survives a TN Department of Labor or IRS review.
IC agreements that classify the relationship clearly, allocate IP correctly, and hold up against a Tennessee Department of Labor or IRS reclassification challenge.
Vendor & Customer
The day-to-day commercial relationships.
Supply, procurement, sales, and distribution contracts that govern what the business actually does on a Tuesday — with terms that match how the relationship runs, not how the form library imagines it.
Restrictive Covenants
Calibrated to the role, the geography, the term.
Non-compete, non-solicit, non-disclosure, and non-disparagement clauses written to Tennessee enforceability standards: legitimate business interest, reasonable scope, reasonable duration.
Lending & Real Estate
When the contract carries the company's working capital.
Commercial leases, purchase-and-sale agreements, loan, security, and intercreditor documents — for the moments the operational paper turns into the company's balance sheet.
The case gets won or lost in the section most readers skim.
Indemnification caps. The carve-out for fraud and willful misconduct. The survival clauses on representations and warranties. The limitation of liability with consequential-damages exclusion. The insurance-requirement section that has to match the actual policy.
We draft the boilerplate in plain English so the parties know what they are signing, and we negotiate the caps with attention to the client's actual exposure rather than to a default that came with the template. Every contract a company signs has to be consistent with the entity that signs it — the signing officer's authority comes from the operating agreement or the bylaws, the notice provisions have to align with the company's actual address, and the change-of-control language has to be consistent with the buy-sell.
Tennessee enforceability that shapes the language.
A Tennessee business contract has to hold up against four bodies of law that materially shape the drafting.
The standard
Non-compete reasonableness
What it does
Tennessee has no non-compete statute. The reasonableness test on scope, geography, and duration is judge-made, applied case-by-case. A non-compete that ignores the test, or borrows boilerplate from a Delaware or California template, often loses on motion. The legitimate business interest, the geographic scope, and the duration all need to be calibrated to the role.
The standard
Choice of law and venue
What it does
Tennessee courts enforce choice-of-law provisions in commercial contracts most of the time, but not always. The exceptions matter, particularly when the contract touches Tennessee public policy, employment, or real estate. The choice-of-venue clause has its own enforceability bar.
The standard
Indemnity and limitation of liability
What it does
Tennessee has specific rules on consequential damages exclusions, mutual indemnification, and the language required to make caps stick. The boilerplate that gets skipped in templates is the boilerplate that loses the case.
The standard
Arbitration clauses
What it does
Federal Arbitration Act preemption applies, but Tennessee courts review the agreement-formation step. A poorly drafted arbitration clause can be defeated on unconscionability grounds at the front door.
"Every contract is a future argument settled in advance, or not."
When the contract is also the deal.
Some contracts are not just operational paper. An asset purchase agreement. A long-term distribution agreement that effectively transfers a customer base. An equipment-finance arrangement that runs the company's working capital. A license agreement that covers most of a business's revenue stream. Those are transactions with the weight of a deal — see the M&A practice page for the full transactional treatment, and the fractional general counsel retainer for ongoing review under a flat-fee monthly scope.
Most commercial contracts have a tax answer underneath them. Compensation structures, license royalties, distribution payments, restrictive-covenant payments — all of it shows up on the return. As a CPA, Knight sees the legal language and the tax treatment at the same time, so the contract a client signs and the return the firm files agree at the line. Tennessee bar admitted, dually licensed as a Certified Public Accountant, recognized in Best Lawyers in America.
The contract that holds up, and the return that follows from it.
Contracts, answered.
Do I need a lawyer to review every contract?
No. For low-risk, repeating-pattern contracts that fit a tested template, a careful in-house review is often enough. For high-value contracts, multi-year commitments, contracts with consequential-damages exposure, contracts with non-standard counterparties, employment and restrictive covenant agreements, and any contract that touches IP ownership, a lawyer's review tends to pay for itself. The fractional general counsel retainer is a common way for owners to get steady review without paying hourly each time.
How much does a commercial contract attorney charge in Nashville?
Hourly rates for commercial contract counsel in Nashville generally run $300 to $700 depending on firm and seniority. Lancaster Law works on a flat-fee basis for defined-scope work (single-document drafts, template builds, contract-review packages, MSA-and-SOW bundles) and hourly for contested or open-ended matters. We quote a specific dollar amount after the first conversation.
What is the difference between an MSA and an SOW?
A Master Services Agreement (MSA) is the umbrella contract that governs the ongoing relationship between two parties. It carries the legal terms: indemnification, limitation of liability, IP ownership, payment terms, dispute resolution, term and termination. A Statement of Work (SOW) is a project-specific document that sits under the MSA and describes the actual deliverables, timeline, and price for one engagement. The MSA gets negotiated once. SOWs get signed each time a new project begins.
Are non-competes enforceable in Tennessee?
Sometimes. Tennessee has no non-compete statute, so the question is judge-made. A Tennessee court will enforce a non-compete that is reasonable in scope, geography, and duration and that protects a legitimate business interest. A non-compete that is overbroad on any of those three dimensions, or that is not supported by a real interest, often loses on motion. The legitimate-interest analysis matters most. We draft non-competes calibrated to the role, the geography, and the term that the business actually needs to protect.
Can I use a template?
For low-risk, repeating-pattern contracts, yes, with a few cautions. Template language often borrows from a different state's law, ignores Tennessee-specific enforceability, or includes provisions that no longer match the company's actual operations. We build custom templates for clients who run high contract volume, and we review template-based contracts before they go out the door for the first time, so the template starts clean.
Can the same firm prepare my taxes?
Yes. The Lancaster CPA Firm prepares the corporate, partnership, and personal returns that come out of the legal work. Owners with steady contract volume often hire one firm for the contract drafting and the resulting tax filings, because the contract terms (compensation structures, license royalties, distribution payments, restrictive covenant payments) all show up on the return.
Reviewed by Knight Lancaster, JD, CPA, MBA
Knight Lancaster is the founder of Lancaster Law, P.C. and The Lancaster CPA Firm, P.C. in Nashville, Tennessee. He is one of a small number of attorneys in Tennessee who is also a licensed CPA, giving him a dual perspective on the legal documents and the tax returns that follow them. Knight has been recognized in Best Lawyers in America, Ones to Watch (Corporate Law), in 2023 and 2024, and serves on the Board of Directors of the American Academy of Attorney-CPAs. He earned his JD and MBA from Belmont University (the first graduate of Belmont's joint JD/MBA program) and a BS in Accounting from the University of Tennessee. Before founding Lancaster Law, Knight practiced at Bone McAllester Norton (now Spencer Fane), where his work focused on mergers, acquisitions, dispositions, and securities matters.
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This article is for educational purposes only and is not legal advice. Reading it does not create an attorney-client relationship. For advice specific to your situation, contact Lancaster Law directly.
Tennessee Bar
Practicing since 2019
Triple credential
JD · CPA · MBA
Peer-reviewed
Best Lawyers, Ones to Watch, 2023 + 2024
National board
American Academy of Attorney-CPAs, Director
Contract counsel across Tennessee.
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