Commercial Contracts

Our firm has extensive experience representing local, foreign and multi-national corporations in all their commercial and business transactions on an on-going basis. Our support and advice encompasses all aspects of complex commercial contractual agreements. This includes negotiating and drafting supply chain and procurement, sales and distribution chains, franchising, financing, licenses, logistics, intellectual property use and leasing agreements, as well as international sales, sponsorship and co-development agreements.

We know how important the smooth operation of commercial agreements is for the daily operation and profitability of a business. Our firm works closely with clients to understand and advise on how a given commercial agreement will support the client to achieve its individual business goals, irrespective of the industry. We also provide clear and commercially savvy legal analysis of the risks attached to commercial agreements, actively supporting our clients’ needs. The support that we provide aims the commercial agreements to be clear and appropriate, as well as not to be exposed to unnecessary or unintentional legal and financial risks.

We regularly support our clients to negotiate and draft core operational and commercial agreements for the transfer of goods, rights, and services. These often relate to the manufacture, sale, purchase, lease, consignment and storage of goods and services. Our wide experience with all types of commercial agreements means we have often represented clients on both sides of any given transaction. This insight allows us to better advise our clients on the legal and strategic alternatives available to them in their present circumstances. It also means that we provide clients with experience-based advice regarding their legal options and associated risks when renewing, amending or terminating commercial agreements.

We also support clients to develop their own standard terms and conditions, for use with stakeholders such as franchisees, suppliers, distributors and customers. These are tailored to each client’s business and industry, including procedures for dealing with disputes and contract terminations.

We regularly develop and assist clients with disputes arising under their commercial contractual agreements. This support includes integrating dispute resolution procedures into contracts even before a dispute has arisen, as well as assisting clients to actually access and implement these procedures to ensure disputes are resolved as quickly and cost-efficiently as possible.

Procurement and Supply Chain:

Our firm regularly advises clients about legal aspects of establishing, managing and terminating procurement and supply chain agreements, in a range of industries. These agreements are often complex and require tailoring to the distinctive characteristics of each industry and relationship.

Our support involves strategic planning, risk assessment, negotiation and regulatory compliance matters, as well as amendment, dispute resolution and termination. We focus on structuring such agreements for our clients so that they support and strengthen commercial activity, as well as seamlessly integrate with existing processes and agreements.

Distribution and Sales Channel:

We have particularly wide experience negotiating, drafting and implementing commercial agreements in relation to distribution and sales channels. This includes wholesalers, retailers, and distributors involved in both direct and indirect channels. Our clients represent all points of view in these relationships, from small retailers and agents, through to major multi-national distributors.

We commonly support clients involved both in exclusive and non-exclusive vertical distribution agreements, considering the specific legal issues which attach to each model, such as territory and performance obligations under exclusive agreements. Our support involves strategic planning, risk assessment, negotiation and regulatory and competition law compliance matters, as well as termination and dispute resolution. We have particular experience supporting clients who are making or defending portfolio claims.

Franchising:

Our firm advises clients on all aspects of franchising relationships, including franchisees and franchisors, as well as other stakeholders involved with the master franchise. Our franchising advice ranges from support with drafting disclosure documents and structuring franchise agreements, through to licensing and distribution, regulatory compliance, competition and commercial property issues.

We work closely with clients to understand and advise on how a franchise relationship will work, including analysis of the legal risks and liabilities involved. We regularly support clients to avoid and resolve disputes over a range of issues within a franchise relationship, including improper competition, territory, maintaining operational standards, support services, royalties, as well as many other aspects of supply or license agreements.