The key drivers in any commercial transaction are likely to be achieving your business objectives and effectively managing your risks. Whatever your commercial imperatives, whether you are contracting with your customers or your suppliers, it is essential for contractual rights and obligations to be clear, certain and enforceable.
What we do
From a risk management perspective it is best practice to document the agreed terms in a written agreement. This can be through a fully negotiated, tailored agreement or using a standard agreement or written terms of business.
Our team has extensive experience of advising on a wide array of commercial agreements across a variety of sectors.
We provide pragmatic and cost-effective advice and assistance with structuring, drafting, reviewing, negotiating and concluding the commercial documentation necessary to support a company’s business objectives.
In addition to outsourcing and procurement, technology and e-commerce, we can also assist with other commercial agreements and issues including franchising, agency and distribution, sale and supply of goods and services and sponsorship, promotion and marketing. We also deal with certain competition law matters in relation to commercial agreements.
Business format franchising is a well-established method of trading involving the licensing of a proven business format or model and its methodologies by the brand owner or franchisor.
We are an affiliate member firm of the bfa (British Franchise Association) and have a wealth of experience in all legal aspects of franchising, including drafting and advising on franchise agreements, purchasing and selling a franchise, and dealing with property-related issues and franchise disputes.
We can assist with:
- Franchise structures and strategies
- Franchise agreements, master franchise agreements, franchise manuals and associated documentation
- Franchise sales, re-sales and purchases
- Business planning and financing
- International franchising
- Property-related matters
- Franchise disputes
Agency and distribution
Using commercial agents or distributors to develop markets and increase sales is a tried and tested method of business expansion, but there are pitfalls such as the right of commercial agents to an indemnity or compensation payment on termination of the agency. Properly considered and prepared agency and distribution agreements are essential. See our Brief Guide to Agency & Distribution here.
We can advise on identifying, selecting and managing your local and overseas representatives for the distribution and sale of your products and/or services including:
- The differences between an ‘agent’ and a ‘distributor’
- Types of agency
- Exclusive, non-exclusive and selective distribution and the advantages and disadvantages of each
- The application and effect of the Commercial Agents (Council Directive) Regulations 1993
- The structure and content of agency and distribution agreements
- The preparation and negotiation of agency and distribution agreements
- Competition law considerations with respect to distribution agreements
Sale and supply of goods and services
For many businesses, the sale and supply of goods or services is their commercial lifeblood. A wide variety of commercial arrangements exist and we can assist with:
- Standard terms and conditions
- Framework or long-term supply agreements
- Manufacturing agreements
- Leasing, hire and hire purchase arrangements
- Ordering and supply chain process
- Product liability
- Consumer protection
- Distance selling
Sponsorship, promotion and marketing
Sponsorship, promotion and marketing arrangements are often key elements for promoting brand awareness or to promoting the success of a business. We can assist with:
- Drafting and negotiating sponsorship, promotion and marketing agreements
- Ensuring the parties get the benefits they expect/require
- Advising on the types of sponsorship and promotion
- Sponsorship fees and other payments
- Ensuring brand profile
- Use of trade marks
- Ownership of intellectual property rights
- Media and marketing rights
Notable commercial agreement experience includes:
Advising on standard terms and conditions for the purchase of goods and services required to support all its business functions
Advising on a 3 year sponsorship deal with a global telecoms provider to sponsor volunteering and concert events
Advising on the terms and conditions needed for the supply of medical services to walk-in clinics
Advising on the provision of curriculum testing services
Advising on a 5 year agreement for the provision of oil and gas events/conferences in Russia
Advising on the contractual terms needed for the purchase of a majority share in Turkish land for the purposes of oil and gas drilling
Advising on an agreement with a major airline for the supply and installation of an in-flight entertainment system
Advising on supply and maintenance contracts and ancillary documentation
Advising on various commercial agreements relating to operations in Kenya and Nigeria
Advising on new distribution arrangements for smaller cc motorcycles and scooters
Advising on a franchising agreement and franchising manual, including consideration of competition laws and international franchisees
Preparing franchise agreement and related documentation, and advising on franchise related issues
Advising on a variety of substantial sponsorship agreements including key television sponsorship agreements and contracts with talent, advertising/promotional agreement with leading sports star and collaborative marketing agreements