To protect your business and to avoid confusion as to what the terms of your contract are, it is important to record all contracts of any significance in writing.
Going through the process of putting a contract in writing also has the advantage of helping highlight issues that you should consider and might overlook, e.g. limiting your otherwise unlimited liability.
Our commercial agreements team at LA has many years experience in advising clients on such matters, including international transactions.
We advise on a range of commercial agreements, including the negotiation, drafting, implementation and interpretation of:
- supply agreements
- distribution agreements
- agency agreements
- terms and conditions of sale
- joint ventures
- the licensing of intellectual property (such as patents, secret know-how and copyright)
- franchising agreements
Failure to invest in the preparation of a suitable agreement can result in much greater expense later when an argument develops as to what was actually agreed. For example, have you considered and properly dealt with the following issues:
- payment terms
- exclusivity
- duration
- geographic territory
- termination
- ownership of intellectual property
- applicable law
The European Angle
In the EU you need to take account of matters such as:
- the competition rules which can render important provisions in your agreements, if not the entire agreement, unenforceable as well as exposing you to possible fines and third party claims
- the relevant block exemptions from the competition rules, such as those for vertical agreements (eg distribution agreements) and technology transfer agreements
- the agency directive providing non-excludable compensation for agents on termination
Similar considerations can also apply in other parts of the world.
Advice on foreign legal systems
If commercially possible, you should seek agreement that English law will govern your contracts to give you consistency and familiarity. If you have to accept foreign law as part of the deal, we will be happy to obtain advice for you through our membership of MSI, a global alliance of lawyers and accountants.
Knowledge of the local laws, regulations and trading practices are essential for formulating an effective business strategy. The MSI, alliance is designed to make this knowledge readily accessible to you and to make trading abroad easier by providing first hand, local information from English speaking professionals across the world.
Solving problems
Inevitably, problems and disputes arise from time to time. We can advise you on the options you have with a view to achieving your commercial objectives. Sometimes achieving those objectives may require court because no compromise is acceptable or possible.
Our experience of international litigation means we are well placed to advise you on the best strategy such as where you should sue, what pre-emptive action you should take and what it will cost. There may, of course, be occasions when you are facing a claim and will need advice. We can help you develop the best strategy to counter any claim that may be made against you.
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