Businesses enter into contracts all the time. A contract can be formed by a handshake, by a course of dealing, by the way people act, by an exchange of correspondence (including e-mails) or after long and detailed negotiations and the preparation, negotiation and agreement of lengthy written contracts.
Many businesses will have a range of standard contracts, such as Terms and Conditions of Sale or Supply, Purchase Contracts, Hire Agreements, Leasing Agreements and so on, many of which will be pre-printed and “non-negotiable”.
In other cases, the project or its subject matter will be so important or unique that the parties will want to produce special terms, or contracts, to deal with it.
Our experience shows us that well-drafted commercial agreements can often help cement long term business relationships, protect clients against risks that they may not have been aware of or been able to manage without a comprehensive agreement and avoid costly disputes with counter-parties.
Spectrum have a number of members who specialise in reviewing, drafting and negotiating a range of commercial contracts and projects. Common examples of agreements our members frequently advise on include:
Agency, Distribution or Franchising
An agency is set up when one person (the principal) agrees that another person (the agent) can represent the principal in negotiating and/or entering into contracts on the principal’s behalf. A distributor is somebody who buys in goods or services from a principal and then sells or supplies the goods or services to its own customer base in a territory or area. A franchisee is given the right to supply goods and/or services using a franchisor’s trade name, know-how, operating procedures, advertising and so on, on its own account. A licensee uses a licensor’s trademarks, know-how, copyrights or other intellectual property rights, to make or sell its own goods or services using the licensor’s rights.
All of these activities are subject to a range of controls and limits, both under English law and under EU laws and regulations. One example is the protection given to commercial agents and their rights to compensation or an indemnity when the agency ends. Another is the range of controls a principal can, and cannot, impose on its distributors under EU competition laws.
Business lawyers will have first-hand experience of reviewing, drafting, negotiating and agreeing contracts and advising business customers what they need to do to secure the best deal – now and for the future.
Whether you are the principal, franchisor or licensor with expansion plans, or you are perhaps setting out as an agent, distributor, franchisee or licensee, contact one of our specialists for hands on practical advice from lawyers who have seen both sides of the coin.
Most successful businesses will require some form of supply agreement or terms and conditions with their suppliers and customers. Our commercial lawyer members can help to ensure that you enter into robust and commercially sound contractual terms that protect your business from legal disputes arising out of otherwise uncertain contractual commitments.
Your business may decide to collaborate with other parties on specific projects or to enter a joint venture for development of a particular business. There are three main forms of joint venture:
· an unincorporated joint venture where the parties proceed on an arm’s length basis under a contract,
· an incorporated joint venture where the joint venture is pursued as a limited company or
· a joint venture is established by way of partnership.
The legal and accounting considerations vary depending on the structure adopted and specialist advice from lawyers who understand your commercial objectives is recommended.
Although confidential information can be protected by the common law of confidentiality, it will usually be in businesses’ interests to enter into confidentiality and/or non-disclosure agreements with counter-parties to ensure that their commercially sensitive information is treated as confidential prior to entering into discussions with them. These agreements can be one way or two way and are used for all sorts of reasons.
Certain business ideas can only be protected by confidentiality agreements.
Many confidentiality obligations are incorporated into other types of agreement and care should be taken for example when you are selling your business that you are not going to breach any such obligations when disclosing the company’s assets to a potential purchaser.
There is no magic to giving someone a license for property use. A written license agreement is a must. However, the agreement doesn't have to be long or complicated. It can be straightforward and enforceable. Our members can advise you on the best way to protect your rights should you wish to license them to someone else; equally, should you wish to use rights under license, we would be happy to discuss this with you too.
Any business carrying out trade over the internet is likely to have to comply with a range of regulatory laws including UK and European Union laws depending on the business being carried out.
Our specialist commercial lawyers can provide you with accurate advice to ensure that you are aware of your regulatory obligations and the appropriate procedures to adopt to comply with them.
Many of our lawyers provide legal health check services where you can benefit from an experienced lawyer auditing your website and business practices to assess whether you are complying with regulatory requirements.
To discuss any of the above services, please contact
Nick Openshaw is a solicitor specialising in business and commercial matters and is currently serving on the Spectrum Steering Committee.
He spent two years with the Samsung Group as a b ...
Paul Page-Tickell is a technology projects lawyer with 18 years’ post-qualification experience gained in private practice and in-house in the telecommunications and technology sectors.