Commercial Contracts

Starting a joint venture?

Appointing agents, distributors or franchisees?

Negotiating terms of sale or purchase?

Outsourcing a business function?

We can help.

We deal with drafting, advising on and negotiating a wide range of commercial agreements. Whether you are just starting out on a new business venture and require a confidentiality agreement to protect your valuable know-how, growing your business by engaging agents or distributors to operate in different territories, licensing intellectual property or outsourcing a business function and relevant employees, we can help you ensure that the contracts you sign reflect what you think you've agreed. Collaborating with others is vital to develop and maintain your business, but good relationships can only be sustained on terms which work for all parties.

We can assist at any stage of the process, although taking advice earlier rather than later will generally maximise your options for negotiation. No one wants to think that their exciting new venture might not work out, but being prepared for the good, the bad and the downright ugly will pay dividends down the line.

Whether you are trading as a company or an individual, and whether you require advice on a complex transaction or just some basic contract law, you will benefit from our experience. We view contractual terms as risk management tools, and can help you negotiate them to your advantage. Our Consultant Solicitor, Karen Bevilacqua, has significant experience in this area, and has practised both north and south of the border. Some examples of the areas in which we can help are as follows:

Confidentiality/Non-disclosure agreements: At the outset of a commercial venture, you may need to disclose confidential information as part of the process of finding suitable business partners. Such information could relate to a variety of things, including clients, customers, accounts, know-how or technology. We can help you make sure that your valued information is protected by confidentiality, whether or not your discussions lead you to go ahead with the proposed venture.

Standard terms and conditions of sale and purchase: Once your business is up and running, you want to be sure that you are dealing on favourable terms - and that you take the right steps to ensure those terms apply to the contracts you then enter into. We can draft a set of terms for you and advise you how to make sure they apply. Alternatively we can advise on any sets of terms which have been supplied to you by proposed trading partners and, where appropriate, help you to negotiate changes in your favour.

Marketing agreements: As your business grows, you may need help with the marketing. You may wish to engage agents or distributors to market your products in different territories. Alternatively, if you have developed a successful business format and a recognisable brand, you may wish to expand by way of franchising. We can advise you on the pros and cons of each of these marketing arrangements to help you select the best method for your business and agree appropriate terms with appointees in different territories.

Joint ventures and collaborations: At some stage you might need someone else's input to drive your business forward. Whether your prospective partner is making a purely financial contribution, or bringing other resources such as technology or expertise, you will want to ensure that the terms of your collaboration clearly reflect the allocation of risk and reward. We can advise you on various forms of collaboration, and help you select the best vehicle.

Licensing agreements: Your business may design and develop new technologies, which you will allow other parties to use in their own businesses. Or perhaps your business depends on being able to use a key piece of technology developed by someone else. Either way, the terms of the licensing agreement are crucial in determining what you can and can't do. We can advise you on agreements for exploiting your own intellectual property and technology, as well as reviewing terms provided by others.

Outsourcing/Services agreements: You may wish to rationalise your business either by transferring the assets and employees engaged in a particular business function to a third party, which will then provide the same services back to your business. Alternatively, you may simply wish to engage a third party to provide services which you do not wish your own business to have to concentrate on. In such circumstances we can help you ensure that any transfer of assets and employees is properly carried out, and that mechanisms are in place to ensure the services are provided to the correct standard and specification.

Contact us to discuss your requirements or telephone 0131 202 6363.

Stay in touch with us