Commercial Solicitors

Agency and distribution contracts

If you enter into an agency agreement with another party, then this relationship is governed by commercial law and it is important to understand the implications of this before the arrangement begins.

Whether you act as the principal trying to sell your goods and services in new areas or the authorised agent appointed by that principal to do so, you need to be fully aware of your rights and obligations and have a written agreement in place. This will ensure you avoid the pitfalls while maximising the benefits and legal protection available to you.

Commercial agents act on behalf of the principal and enjoy substantial legal protections which are unlike those given to employees so it is important that you understand, and your contracts reflect, this.

Our specialist legal knowledge and experience in this specific area of law means that we can help our clients understand the implications of commercial agency arrangements and prepare, review or negotiate agreements for you that will benefit your business and protect it from unnecessary risks.

Based upon our knowledge of your specific business, together with our grasp of the relevant law, we will work with you to determine whether your interests are best served by an agency or distribution model, which will depend upon various factors relating to ownership of goods, the basis upon which the agent or distributor makes money from the arrangement and which party takes the risk of goods not selling.

Confidentiality agreements

There are many scenarios in which confidential business information may need to be shared with a third party. Business consultants and service providers may need access to highly sensitive strategies, plans and policies to provide the services they are contracted to provide. If you are developing an innovative product, you may need to provide details of it to a potential manufacturer. Similarly, third parties may require product specification detail and pricing information for business reasons.

In order to protect your interests when you share, receive or exchange such sensitive information, it is common to agree a confidentiality agreement, sometimes known as a non-disclosure agreement, or NDA for short. This may be a stand-alone document or confidentiality clauses can form part of a broader agreement.

A well designed and executed confidentiality agreement can:

• prevent confusion over what both parties consider to be confidential;
• encapsulate your expectations regarding the treatment of confidential information;
• define how this understanding is applied and enforced;
• help inform and frame future ‘upstream’ agreements with other parties;
• protect trade secrets.

A confidentiality agreement helps define and maintain the standards that are expected in your commercial relationships from a confidentiality perspective and will provide you with comfort and security that your confidential information is protected.

We have the experience, knowledge and business know-how to prepare suitable confidentiality and NDA agreements and to advise on their use.

IT contracts

No business can operate without the use of some form of technology and, whether your business is in providing that technology or using it, you will need legal input to put in place contracts which are robust.

We can help you to ensure that your IT business and related contracts are truly fit-for-purpose and we have a successful track record with a range of clients who have engaged us in relation to software development, licensing agreements, software maintenance contracts, online trading and Software-as-a-Service (SaaS) agreements

Marketing and advertising contracts

The changing face of media has had a profound impact on marketing and advertising contracts. With the bulk of spend now directed at online and social media promotion, we are ideally positioned to help clients navigate the modern day media landscape.

Our expertise and experience in this branch of law means we can assist clients with the legal considerations relating to running competitions, celebrity endorsements, sponsorship deals, influencer relationships and the like, alongside more conventional advertising and marketing campaigns.

Consumer contracts

Drafting contracts for a business selling to consumers requires particular knowledge and expertise. Agreements with consumers can be fraught with difficulty, as they need to take account of the relevant law but express it in plain, simple language that is easy for consumers to understand. Not getting it right can lead to agreements being invalid.

While addressing the many important consumer rights elements, businesses cannot afford to neglect their own commercial needs. Striking the right balance is key to operating a productive, profitable enterprise and, with wide experience in dealing with a variety of consumer contracts, we can help you to strike that balance.

Introducer and referral agreements

Introducer agreements (sometimes referred to as referral agreements, or finder's fee agreements) are widely used within certain professions and commercial sectors. It describes the arrangement under which a party introduces potential clients to the other, usually in return for a payment. Our team can prepare, review and negotiate these agreements for you.

Inter-company service agreements

In the sale of a business, a transitional service agreement (TSA) can be put in place to provide for a smooth handover of the business operation. This may be agreed if the buyer is not in a position to fulfil the business’s obligations, or operate the business fully, immediately following completion. It can involve the selling company providing operational support for an agreed period, for an agreed sum.

An inter-company service agreement (ICA) is a commercial agreement, typically for services, goods or finance, made between companies belonging to the same group.

Preliminary agreements

When preparing to buy or supply commercial goods or services or enter into any business arrangement, the parties may use a preliminary agreement before finalising the main legal agreement. This type of document could be described as an ‘outline agreement’ or ‘heads of terms’ or a ‘memorandum of understanding’, it outlines the intent of parties to enter into a transaction. It is important that such a document is carefully drafted so as to ensure that it is binding and legal enforceable only to the extent intended.

Intellectual Property

Intellectual property (IP) refers to creations of the mind or, as the term suggests, intellect, as opposed to physical property or ‘things’. IP covers intangible creations, such as inventions, designs, business names, symbols and logos, literary and artistic works.

IP is protected in law. The most recognised examples are patents, copyright, trademarks and trade secrets. Protecting IP will ensure that those who invent or create it can benefit from it.

Franchising

Franchising is a business model whereby the owner of a business (franchisor) allows its business operations (often including its products or services, branding and knowledge) to be used by another (the franchisee) in exchange for a fee. Such arrangements should be captured in a written franchise agreement. Originally associated mainly with the food and automotive industries, franchising is increasingly common in other commercial sectors.