Business /

Commercial contracts

Providing advice on the full range of commercial matters a business may face.

Robust and well-crafted commercial agreements are central to the success of any business. They underpin core aspects of your organisation, whether that’s your business relationships, your key assets or your compliance with a growing raft of regulations. Establishing clear, structured contracts can help you achieve your commercial objectives whilst simultaneously mitigating risks and avoiding disputes.

Make an enquiryMeet the teamCommercial contracts

  • The Team

    Our lawyers have the expertise and experience to provide you with creative, personalised solutions in a clear and understandable way.

    ArrowMeet the team

  • Our Publications

    Discover a wealth of invaluable guidance in the form of guides and brochures written by our expert lawyers.

    ArrowSee our downloads

  • Our insights

    Discover the latest insights and thought leadership from our team of legal experts.

    ArrowFind out more

About

Understanding you and your commercial objectives.

Our Commercial lawyers advise on the full range of commercial matters a business may face. Whatever contract you need, it is likely we will have advised on something similar many times before. This experience saves time and cost. It also means we can advise you on things to consider (commercial, strategic and legal) on your proposed commercial arrangements.

Many of our Commercial solicitors have worked in-house at some stage. We understand the importance of quick turnarounds. We understand the importance of commerciality – of understanding your business and your business objectives; of keeping in mind what is important and less important; of ensuring your contracts are tailored and fit for purpose so that they help you achieve your objectives whilst protecting you against commercial risk. We are committed to crafting agreements that ensure your interests are protected and ultimately give your business a competitive advantage.

Commercial contracts work highlights

makeup brushes
football court
colleagues discussing
wine bottles
researching on a laptop
tennis player
wind turbines
containers
Commercial advice for leading car manufacturer
Data protection
data-cube-infrastructure
drying-tobacco
camera recording a football player
inserting coin on the vintage piggy bank
hospital hall
doctor holding a vaccine

Advising a beauty brand

We advised a beauty and cosmetic products brand on its product manufacturing agreements.

Advising a football club on sport contracts

We advised a football club in relation to its player contracts, sponsorship agreements, merchandising agreements and other commercial agreements.

Advising a leading software company

We advised a leading software development company on a wide range of commercial contracts, including software licences, maintenance agreements, software development agreements, project agreements and non-disclosure agreements.

Advising a wine platform

We advised a wine platform on their online terms and conditions and related documentation.

Advising on a market research agreement

We advised a global multinational on its global framework agreement with a leading market research agency.

Advising on a sponsorship agreement

We advised a leading insurance company on a significant sports sponsorship agreement.

Advising on carbon credits contracts

We advised a green technology company on voluntary emission reduction purchase agreements and other agreements related to the generation of carbon credits.

Advising on supply agreements

We advised a leading manufacturer on its supply chain agreements.

Providing commercial advice for a leading car manufacturer

We acted for one of the world’s leading car manufacturers, advising on various commercial contracts, including service agreements, warranty agreements, media agreements, dealership contracts, data processing agreements, events agreements and supply agreements among a number of other commercial matters.

Providing commercial advice on development agreements

We advised a UK manufacturing PLC on various development agreements and joint development agreements, and all related intellectual property considerations.

Providing commercial advice on distribution agreements

Advising a leading tobacco manufacturer on various distribution agreements.

Providing commercial advice on franchise agreements

Advising a European sports simulator company on setting up a franchise operation in the UK.

Providing commercial advice to a leading start-up bank

We advise a leading start-up online bank on an on-going basis on multiple commercial matters including terms and conditions, services agreements, influencer agreements and others.

Providing commercial advise for a life sciences company

We advised a life sciences company in relation to clinical services agreements and other related agreements.

Providing commercial advise for pharma

We advised a pharmaceutical company in relation to its development agreements and research agreements and services agreements.

Spotlight

Brand collaborator and influencer agreements

We advise various brands on brand collaborator agreements and influencer agreements.

Spotlight

Commercial advice within the sports sector

We advised a number of sports teams, clubs and organisations on a multitude of commercial contract matters, including sponsorship agreements, media and broadcasting agreements, image rights structures and agreements, driver and rider agreements and representation agreements.

Spotlight

Commercial advice within the sports sector

We advise a number of sports teams, clubs and organisations on a multitude of commercial contract matters, including sponsorship agreements, media and broadcasting agreements, image rights structures and agreements, driver and rider agreements and representation agreements.

Spotlight

Commercial agreements in the Arts & Culture Sector

We work with a number of renowned artists, purchasers of art, art galleries and art institutions drafting, reviewing and revising a wide range of documentation and agreements. These include artists and art dealer consignment agreements, bills of sale, art gallery contracts, artist agency agreements and loan agreements. We also advise institutions on the Government Indemnity Scheme, the Artist’s Resale Right Regulations and consumer legislation relating to online sales and off premises contracts. Our work also includes advising art institutions on terms and conditions on the procurement of services and goods.

Spotlight

E-Commerce Agreements

As the opportunities for digital businesses grow, so does the legislation. E-commerce regulations, distance selling regulations, consumer protection from unfair trading, electronic marketing regulations, GDPR and their international equivalents – all these regulations need to be complied with before you can sell online.

We specialise in helping businesses navigate the complex area of e-commerce law, including the additional complexities associated with operating your businesses in foreign countries over the web. Our advice includes:

  • Website and mobile app development agreements
  • Hosting agreements
  • IT services contracts
  • Software licence agreements
  • Terms and conditions of sale to consumers, including cooling-off periods and cancellation
  • Website terms of use
  • Protecting intellectual property on the site (images, content, artwork)
  • Privacy and cookies policies
  • Data processing agreements and agreements governing international transfers of personal data
  • Contracting with overseas customers, clients and suppliers
  • Compliance with industry-specific regulatory requirements, such as secondary ticketing for events
  • Agreements for platforms acting as an online intermediary service
  • Harmonisation between your terms of business and other commercial contracts, such as distribution agreements.

Our commercial solicitors have experience drafting all types of e-commerce agreements, with a thorough understanding of laws relating to online trading. Whatever your commercial objectives, we are confident we have a solution that achieves the dual goals of preserving the customer experience while ensuring your company is well protected from risk.

Spotlight

Horse racing agreements

We advise owners, racing club managers and syndicate managers in relation to partnership agreements, lease agreements, racing club agreements, syndicate agreements, horse sale agreements, and others.

Jump to the top of the Commercial contracts page

Technology and Software Contracts

Negotiating software contracts

Negotiating software contracts can be a complex process, particularly for startups, Software-as-a-Service (SaaS) providers and middle-market enterprises who may require custom software to be built for them. There are a number of factors that need to be taken into account, including the software itself, the company’s IT strategy and the commercial goals of the enterprise.

Software contracts also need to dovetail with other digital assets, intellectual property and outsourcing agreements to ensure that ownership is clear and there are robust dispute resolution provisions to deal with failure to deliver or software failure. Otherwise, you could end up with a contract that doesn’t meet your needs or, worse, one that exposes you to liability.

Support for all types of IT, technology and software contracts

We write, negotiate and implement all types of software contracts, including:

  • Bespoke software licences
  • Software development and distribution licences
  • Web design agreements
  • SaaS contracts
  • Open-source software agreements
  • Framework and master service level agreements
  • Reseller agreements
  • Confidentiality agreements and non-disclosure agreements (NDAs)
  • Hardware and software maintenance agreements
  • IT-based intellectual property agreements
  • End-user licence agreements (EULAs)
  • Data processing agreements and agreements dealing with international transfers of personal data

Putting the right software contracts in place requires a sophisticated understanding of technology and the law to protect your interests. Both can change rapidly. By working with us, you can be confident that you are getting current thinking and the best advice from commercial lawyers in London who know how software contracts work.

IP Agreements

When it comes to protecting your commercial interests, not all intellectual property agreements do the best job. Using a generic contract means there is a significant risk of omissions, exclusions and expensive disputes further down the line. Since IP is one of your most valuable assets, it’s critical that the intellectual property contracts you use are fit for purpose. Even the slightest mistake could be extremely costly in the future.

Stay protected with the right intellectual property contracts

Our commercial contract lawyers draft, negotiate, review and manage intellectual property contracts across a range of scenarios:

  • Buying, selling or transferring ownership of IP
  • Confidentiality agreements and non-disclosure agreements (NDAs) to keep your IP secure while you work with another party
  • Licensing agreements, allowing a party to repurpose another’s intellectual property for commercial use
  • Joint development agreements, establishing how IP will be shared when you’re working with someone else to develop a new product or technology
  • Intellectual property agreements for software, including development agreements, distribution agreements, collaboration agreements and revenue share

Intellectual property agreements are often complex documents that require careful thought and negotiation. Our team of commercial specialists can ensure that you retain full protection of your IP rights, with no loopholes or omissions that allow abuse of your IP.

Sponsorship & Marketing Contracts

If you work with marketing or advertising agencies or you sponsor products or services, it’s important to have a clear understanding of the legalities involved. The larger agencies tend to have their own contracts which don’t always cover everything they need to, such as when a party is permitted to vacate the agreement or the performance standards that trigger when payments are due.

Sponsorship agreements require careful thought around many issues, including what rights are granted and what happens if the rights are not granted as intended (for example, if an event is cancelled or postponed or has to take place “behind closed doors”).

Influencer advertising tends to attract a lot of scrutiny from watchdogs, including the Advertising Standards Authority, and there are clear industry standards to abide by when appointing influencers or brand ambassadors. Companies that pay influencers to promote their products are jointly responsible for breaches of advertising codes and may be liable for fines if the rules are not followed.

There are also strict regulatory rules concerning the privacy implications of direct marketing to consumers. So it is essential that your sponsorship contracts are watertight.

Expert support for marketing and sponsorship contracts

We have a large specialist team of commercial solicitors with unrivalled experience to help create, negotiate and manage all types of marketing contracts and sponsorship contracts, including:

  • Media buying contracts
  • Client/agency contracts
  • Digital marketing contracts
  • TV commercial production
  • Affiliate agreements
  • Lead generation and referral agreements
  • Joint promotions agreements
  • Sponsorship agreements
  • Influencer agreements
  • Advertising and marketing agreements
  • Prize promotion terms and conditions
  • Endorsement agreements
  • Agreements with celebrities
  • Event management agreements
  • Representation and management agreements
  • Non-disclosure and confidentiality agreements
  • Agreements for talent licensing and image rights

We provide clear guidance on the best way to structure your commercial agreements to ensure you get the service you are paying for, with the ultimate aim of seeking maximum exposure for your brand while ensuring the agreement is robust and legally enforceable in the event of a dispute.

Agency & Distribution Contracts

By entering into an agency or distribution contract, you are essentially subcontracting the sales and marketing function of your business. There are many advantages to these arrangements, such as tapping into an agent’s or distributor’s local knowledge, retaining the freedom to fix resale prices without breaching competition law, or saving time in establishing your own sales operations.

Distribution contracts may also be more efficient from a tax perspective if you do not need to establish a place of business within the proposed territory.

Tailor-made distribution and agency contracts

Once you have taken the decision to use an intermediary, your commercial objectives will determine whether an agency contract or distribution contract is most appropriate. The structure of the agreement will be different to reflect the fact that a distributor buys goods outright to resell to the marketplace, whereas an agent is not a party to the contract between you and your customer. As such, you will have more control over the activities of the agent than you would over those of a distributor.

Either way, it is important to set out the commercial terms in a clear written agreement to protect your interests in such areas as:

  • The authority, rights and duties of the agent/ distributor
  • Restrictions on competition
  • Risk and liability
  • Impact of insolvency
  • Compensation or indemnity on termination
  • Protections to avoid falling foul of competition law

Our commercial contract solicitors have extensive experience in the fields of agency and distribution contracts, operating both within the UK and overseas. We can help you make decisions about whether to appoint distributors or agents, draft bespoke agreements, provide advice on terminating an agreement, and efficiently resolve disputes.

R&D Agreements

Creating an innovative environment is incredibly important to today’s businesses, especially those working in manufacturing, technology or life sciences where advances are made every day. Research and development often require collaboration between a number of parties to achieve such innovation. It is therefore important to put in place a series of robust R&D agreements, laying down the rights and responsibilities of your company and its collaboration partners. Elements of an effective R&D agreement usually include:

  • Division of tasks
  • Provisions to keep the development on schedule and within budget
  • Milestones for results
  • Distribution of costs and revenues
  • Ownership and transfer of intellectual property
  • Protecting sensitive information and know-how
  • Termination and dispute resolution

For international collaborations, you must pay special attention to the choice of law in your R&D agreements. After all, the commercial arrangements you have made must be enforceable abroad.

Need help with Research & Development agreements?

One size does not fit all when it comes to R&D agreements. Our commercial contract lawyers can help you draft bespoke terms for your high-value R&D collaborations, reflecting both the commercial opportunity and your approach to risk. We offer advice on all the areas that need to be considered to help research and development collaborations run smoothly so that your interests are protected every step of the way. Our commercial contracts team can assist with whatever agreements you may need, including:

  • Development agreements
  • Joint development agreements
  • Contract research agreements
  • Clinical research agreements
  • Material transfer agreements
  • Non-disclosure agreements (NDAs)
  • Intellectual property licences and assignments
  • Collaboration agreements

Franchising Contracts

An increasing number of businesses are using franchising as a growth strategy and it can be a huge opportunity when the right legal protections are in place. These protections do not happen automatically. There are no specific franchising laws in the UK and the franchisor-franchisee relationship is largely governed by contract law and industry codes of practice. This means that a number of issues can arise if you proceed without legal advice, such as:

  • Enforcement of intellectual property rights
  • Protection of the franchisor’s name, brand and system
  • Enforceability of restrictive covenants/ restraint of trade against former franchisees
  • Employment law issues such as transfer of undertakings, including when franchises are brought back in-house
  • Competition laws issues
  • Franchisee loss and failed franchises

Franchising agreements at home and overseas

Whether you are a potentially new franchisor, an established overseas brand wishing to expand franchising operations to the UK, or a UK franchise looking to develop franchise networks in other countries, we can help. Our team has years of experience in creating robust franchising agreements, including pilot (test) franchise contracts, brand licensing and IP protection, ensuring that your business format is protected and that you have proportionate control over your network.

There are several ways in which an international franchise arrangement can be structured. The most common is master franchising, where franchise rights are granted to a local business entity for the whole or a part of a country, although direct franchising or a joint venture arrangement may also offer pathways to success. Our highly regarded solicitors can review your business model to see whether it is franchisable or what is the best alternative.

Outsourcing Contracts

Outsourcing work can give you access to capabilities and facilities otherwise not accessible to your business and result in a reduction of cost or risk. But there are complexities to manage. Like any supplier arrangement, your outsourcing contracts will need to consider service levels, exit provisions and quality standards at the start of the collaboration to ensure that nothing vital is overlooked.

Our outsourcing contracts expertise

Our specialist commercial lawyers provide highly commercial, trusted advice and can draft, review and negotiate the right form of outsourcing agreement for you. While every contract is bespoke, we will consider a number of provisions to help protect your investment, including:

  • Scope of services to be provided
  • Performance monitoring and audit protections
  • Staffing and service levels
  • Contingency planning, including disaster recovery and step-in rights if the outsourced contractor doesn’t perform
  • Managing handovers and asset transfers from one supplier to another
  • Regulatory requirements which may apply, for instance, in the public sector
  • Data protection
  • Intellectual property rights and product ownership
  • Tax considerations
  • Termination and exit management

As full-service commercial lawyers, we can support you through the entire outsourcing lifecycle, from tender preparation and evaluation to disengagement and dispute resolution in the context of outsourcing contracts. With the experience in advising clients in both the private and public sectors, we regularly act for companies and outsourced service providers, in the UK and offshore, enabling us to offer strategic advice from both perspectives.

Services Agreements

Almost every middle-market business will have a variety of services agreements, whether supplying services or buying services. They cover such diverse provisions as hospitality, IT, advertising, PR, agency, distribution, manufacturing, logistics and facilities management, and cover the whole spectrum of complexity from short, standardised terms and conditions to master service agreements with numerous schedules.

Even if a supplier has a standard – or even an industry-standard – document, there will need to be some negotiation to make it fit the specific needs of your business. Our experienced team can add value by focusing on key issues, including:

  • Scope of services
  • Performance standards and quality control
  • Ownership and use of products
  • Ownership of intellectual property rights arising from the services
  • Negotiating limitations and exclusions of liability
  • Dealing with sensitive information and personal data
  • Termination and replacement rights if the service provider is not up to standard
  • Flexibility if you need the services to adapt to changing business needs

Service agreements or service level agreements?

Service level agreements are typically drafted as a supplement to a services agreement. Operating much like a scorecard, SLAs are designed to assess the service provider’s performance over time based on precise criteria. They are mainly used for high-value, high-importance contracts where a lot of detail is needed about the nature of the services, deliverables and the consequences of under-delivery, such as service credits for poor performance and termination rights for critical poor performance.

It is a false economy to sign up for generic services agreements without fully knowing what you could be getting into. We have dealt with many services agreements and service level agreements over the years for both service providers and recipients. Our commercial team is happy to deliver all that experience to you, ensuring a fair result for both parties.

Joint Venture Agreements

If you are considering entering into a commercial joint venture, we have the expertise to guide you through the complexities. Our aim is to ensure your joint venture agreements achieve the right balance of risk and upside, with clear advice on the rights and contributions of the partners, watertight profit-sharing arrangements, and provisions for a smooth exit.

Achieve your goals with expert joint venture contracts advice

No two joint venture agreements are the same and there are various possibilities to consider. Our team of commercial contract solicitors can help you with:

  • Advice on the right joint venture structure and your alternative options, for example, a Special Purpose Vehicle, LLP or collaboration agreement
  • Defining the parameters of the joint venture, tailored to commercial objectives
  • Finance and profit-sharing arrangements
  • Termination and exit provisions, including rights of first refusal or veto rights on transfers if a partner can exit by transferring shares
  • Joint venture governance best practices
  • Intellectual property and confidentiality clauses to protect the work produced during the joint venture
  • Cross-border joint ventures where competition law and tax concerns need to be addressed when deciding on the structure of the joint venture
  • Dispute resolution between the joint venture partners and third parties

Joint ventures are popular as vehicles for expansion, collaboration and innovation. If you need specialists for legal advice on the commercial and legal advantages and pitfalls, or joint venture agreements drafted or reviewed, please get in touch with us.

Horse racing contracts

Buying or selling shares in a racehorse can be a hugely exciting but sizeable investment, and one that merits considerable care to ensure your finances are protected. Whether you are a horse breeder, owner, or a buyer looking to enter into a racehorse lease agreement, syndicate contract or horse partnership agreement, our team of expert equine solicitors will provide the legal advice necessary to complete your transaction smoothly.

Find out more

Commercial contracts Publications

  • cb-checkpoint

    CB Checkpoint: overview

    There are a number of key policies, procedures and documents your business should keep up to date, to be both legally protected and in preparation for investment or exit. Our team will give your business a full check-over.

    Download now

  • employment lawyers

    A Question of Capacity

    This guide, A Question of Capacity, outlines key points for consideration to ensure business owners put their businesses in the best position possible in the event of your incapacity.

    Download now

  • Small business owner

    Pre-investment checklist

    An investor will want a range of financial, commercial and legal information about your business, before deciding how much to invest, and on what terms. This checklist helps you prepare for the legal part of that process.

    Download now

At what stage is your business?

There are seven stages to the growth cycle of a business. Each has its own challenges and opportunities, which our firm is uniquely placed to help you navigate.

Learn more

You should be thinking about:

  • Staying driven
  • Implementing better business practices
  • Automation and outsourcing
  • The bigger picture – the economy, competitors and changing customer tastes

Learn how we can help

You should be thinking about:

  • Adding new products or services to existing markets
  • Expanding your existing business into new markets
  • Joint ventures and licensing opportunities
  • Acquiring other companies – competitors, or assets which will complement, or assist with the diversification, of your existing business
  • The funding and management experience to take the business to another level

Learn how we can help

You should be thinking about:

  • Reinvention and reinvestment
  • Succession
  • Exit strategy

Learn how we can help

You should be thinking about:

  • A proper valuation of your company
  • Optimising your business ahead of sale
  • Making sure the deal is structured in a way which maximises the upside, and minimises the risk
  • Your next professional or personal step after exiting the business

Learn how we can help

Commercial contracts insights

View all insights

Back

Need some more information? Make an enquiry below



    Commercial contracts key contacts

    Commercial contracts

    Commercial contracts

    Commercial contracts

    Providing advice on the full range of commercial matters a business may face.

    Robust and well-crafted commercial agreements are central to the success of any business. They underpin core aspects of your organisation, whether that’s your business relationships, your key assets or your compliance with a growing raft of regulations. Establishing clear, structured contracts can help you achieve your commercial objectives whilst simultaneously mitigating risks and avoiding disputes.

    • The Team

      Our lawyers have the expertise and experience to provide you with creative, personalised solutions in a clear and understandable way.

      ArrowMeet the team

    • Our Publications

      Discover a wealth of invaluable guidance in the form of guides and brochures written by our expert lawyers.

      ArrowSee our downloads

    • Our insights

      Discover the latest insights and thought leadership from our team of legal experts.

      ArrowFind out more

    Understanding you and your commercial objectives.

    Our Commercial lawyers advise on the full range of commercial matters a business may face. Whatever contract you need, it is likely we will have advised on something similar many times before. This experience saves time and cost. It also means we can advise you on things to consider (commercial, strategic and legal) on your proposed commercial arrangements.

    Many of our Commercial solicitors have worked in-house at some stage. We understand the importance of quick turnarounds. We understand the importance of commerciality – of understanding your business and your business objectives; of keeping in mind what is important and less important; of ensuring your contracts are tailored and fit for purpose so that they help you achieve your objectives whilst protecting you against commercial risk. We are committed to crafting agreements that ensure your interests are protected and ultimately give your business a competitive advantage.

    Commercial contracts work highlights

    makeup brushes
    football court
    colleagues discussing
    wine bottles
    researching on a laptop
    tennis player
    wind turbines
    containers
    Commercial advice for leading car manufacturer
    Data protection
    data-cube-infrastructure
    drying-tobacco
    camera recording a football player
    inserting coin on the vintage piggy bank
    hospital hall
    doctor holding a vaccine

    Advising a beauty brand

    We advised a beauty and cosmetic products brand on its product manufacturing agreements.

    Advising a football club on sport contracts

    We advised a football club in relation to its player contracts, sponsorship agreements, merchandising agreements and other commercial agreements.

    Advising a leading software company

    We advised a leading software development company on a wide range of commercial contracts, including software licences, maintenance agreements, software development agreements, project agreements and non-disclosure agreements.

    Advising a wine platform

    We advised a wine platform on their online terms and conditions and related documentation.

    Advising on a market research agreement

    We advised a global multinational on its global framework agreement with a leading market research agency.

    Advising on a sponsorship agreement

    We advised a leading insurance company on a significant sports sponsorship agreement.

    Advising on carbon credits contracts

    We advised a green technology company on voluntary emission reduction purchase agreements and other agreements related to the generation of carbon credits.

    Advising on supply agreements

    We advised a leading manufacturer on its supply chain agreements.

    Providing commercial advice for a leading car manufacturer

    We acted for one of the world’s leading car manufacturers, advising on various commercial contracts, including service agreements, warranty agreements, media agreements, dealership contracts, data processing agreements, events agreements and supply agreements among a number of other commercial matters.

    Providing commercial advice on development agreements

    We advised a UK manufacturing PLC on various development agreements and joint development agreements, and all related intellectual property considerations.

    Providing commercial advice on distribution agreements

    Advising a leading tobacco manufacturer on various distribution agreements.

    Providing commercial advice on franchise agreements

    Advising a European sports simulator company on setting up a franchise operation in the UK.

    Providing commercial advice to a leading start-up bank

    We advise a leading start-up online bank on an on-going basis on multiple commercial matters including terms and conditions, services agreements, influencer agreements and others.

    Providing commercial advise for a life sciences company

    We advised a life sciences company in relation to clinical services agreements and other related agreements.

    Providing commercial advise for pharma

    We advised a pharmaceutical company in relation to its development agreements and research agreements and services agreements.

    SPOTLIGHT

    Brand collaborator and influencer agreementsopen

    We advise various brands on brand collaborator agreements and influencer agreements.

    Commercial advice within the sports sectoropen

    We advised a number of sports teams, clubs and organisations on a multitude of commercial contract matters, including sponsorship agreements, media and broadcasting agreements, image rights structures and agreements, driver and rider agreements and representation agreements.

    Commercial advice within the sports sectoropen

    We advise a number of sports teams, clubs and organisations on a multitude of commercial contract matters, including sponsorship agreements, media and broadcasting agreements, image rights structures and agreements, driver and rider agreements and representation agreements.

    Commercial agreements in the Arts & Culture Sectoropen

    We work with a number of renowned artists, purchasers of art, art galleries and art institutions drafting, reviewing and revising a wide range of documentation and agreements. These include artists and art dealer consignment agreements, bills of sale, art gallery contracts, artist agency agreements and loan agreements. We also advise institutions on the Government Indemnity Scheme, the Artist’s Resale Right Regulations and consumer legislation relating to online sales and off premises contracts. Our work also includes advising art institutions on terms and conditions on the procurement of services and goods.

    E-Commerce Agreementsopen

    As the opportunities for digital businesses grow, so does the legislation. E-commerce regulations, distance selling regulations, consumer protection from unfair trading, electronic marketing regulations, GDPR and their international equivalents – all these regulations need to be complied with before you can sell online.

    We specialise in helping businesses navigate the complex area of e-commerce law, including the additional complexities associated with operating your businesses in foreign countries over the web. Our advice includes:

    • Website and mobile app development agreements
    • Hosting agreements
    • IT services contracts
    • Software licence agreements
    • Terms and conditions of sale to consumers, including cooling-off periods and cancellation
    • Website terms of use
    • Protecting intellectual property on the site (images, content, artwork)
    • Privacy and cookies policies
    • Data processing agreements and agreements governing international transfers of personal data
    • Contracting with overseas customers, clients and suppliers
    • Compliance with industry-specific regulatory requirements, such as secondary ticketing for events
    • Agreements for platforms acting as an online intermediary service
    • Harmonisation between your terms of business and other commercial contracts, such as distribution agreements.

    Our commercial solicitors have experience drafting all types of e-commerce agreements, with a thorough understanding of laws relating to online trading. Whatever your commercial objectives, we are confident we have a solution that achieves the dual goals of preserving the customer experience while ensuring your company is well protected from risk.

    Horse racing agreementsopen

    We advise owners, racing club managers and syndicate managers in relation to partnership agreements, lease agreements, racing club agreements, syndicate agreements, horse sale agreements, and others.

    Jump to the top of the Commercial contracts page.

    Technology and Software Contracts

    Negotiating software contracts

    Negotiating software contracts can be a complex process, particularly for startups, Software-as-a-Service (SaaS) providers and middle-market enterprises who may require custom software to be built for them. There are a number of factors that need to be taken into account, including the software itself, the company’s IT strategy and the commercial goals of the enterprise.

    Software contracts also need to dovetail with other digital assets, intellectual property and outsourcing agreements to ensure that ownership is clear and there are robust dispute resolution provisions to deal with failure to deliver or software failure. Otherwise, you could end up with a contract that doesn’t meet your needs or, worse, one that exposes you to liability.

    Support for all types of IT, technology and software contracts

    We write, negotiate and implement all types of software contracts, including:

    • Bespoke software licences
    • Software development and distribution licences
    • Web design agreements
    • SaaS contracts
    • Open-source software agreements
    • Framework and master service level agreements
    • Reseller agreements
    • Confidentiality agreements and non-disclosure agreements (NDAs)
    • Hardware and software maintenance agreements
    • IT-based intellectual property agreements
    • End-user licence agreements (EULAs)
    • Data processing agreements and agreements dealing with international transfers of personal data

    Putting the right software contracts in place requires a sophisticated understanding of technology and the law to protect your interests. Both can change rapidly. By working with us, you can be confident that you are getting current thinking and the best advice from commercial lawyers in London who know how software contracts work.

    IP Agreements

    When it comes to protecting your commercial interests, not all intellectual property agreements do the best job. Using a generic contract means there is a significant risk of omissions, exclusions and expensive disputes further down the line. Since IP is one of your most valuable assets, it’s critical that the intellectual property contracts you use are fit for purpose. Even the slightest mistake could be extremely costly in the future.

    Stay protected with the right intellectual property contracts

    Our commercial contract lawyers draft, negotiate, review and manage intellectual property contracts across a range of scenarios:

    • Buying, selling or transferring ownership of IP
    • Confidentiality agreements and non-disclosure agreements (NDAs) to keep your IP secure while you work with another party
    • Licensing agreements, allowing a party to repurpose another’s intellectual property for commercial use
    • Joint development agreements, establishing how IP will be shared when you’re working with someone else to develop a new product or technology
    • Intellectual property agreements for software, including development agreements, distribution agreements, collaboration agreements and revenue share

    Intellectual property agreements are often complex documents that require careful thought and negotiation. Our team of commercial specialists can ensure that you retain full protection of your IP rights, with no loopholes or omissions that allow abuse of your IP.

    Sponsorship & Marketing Contracts

    If you work with marketing or advertising agencies or you sponsor products or services, it’s important to have a clear understanding of the legalities involved. The larger agencies tend to have their own contracts which don’t always cover everything they need to, such as when a party is permitted to vacate the agreement or the performance standards that trigger when payments are due.

    Sponsorship agreements require careful thought around many issues, including what rights are granted and what happens if the rights are not granted as intended (for example, if an event is cancelled or postponed or has to take place “behind closed doors”).

    Influencer advertising tends to attract a lot of scrutiny from watchdogs, including the Advertising Standards Authority, and there are clear industry standards to abide by when appointing influencers or brand ambassadors. Companies that pay influencers to promote their products are jointly responsible for breaches of advertising codes and may be liable for fines if the rules are not followed.

    There are also strict regulatory rules concerning the privacy implications of direct marketing to consumers. So it is essential that your sponsorship contracts are watertight.

    Expert support for marketing and sponsorship contracts

    We have a large specialist team of commercial solicitors with unrivalled experience to help create, negotiate and manage all types of marketing contracts and sponsorship contracts, including:

    • Media buying contracts
    • Client/agency contracts
    • Digital marketing contracts
    • TV commercial production
    • Affiliate agreements
    • Lead generation and referral agreements
    • Joint promotions agreements
    • Sponsorship agreements
    • Influencer agreements
    • Advertising and marketing agreements
    • Prize promotion terms and conditions
    • Endorsement agreements
    • Agreements with celebrities
    • Event management agreements
    • Representation and management agreements
    • Non-disclosure and confidentiality agreements
    • Agreements for talent licensing and image rights

    We provide clear guidance on the best way to structure your commercial agreements to ensure you get the service you are paying for, with the ultimate aim of seeking maximum exposure for your brand while ensuring the agreement is robust and legally enforceable in the event of a dispute.

    Agency & Distribution Contracts

    By entering into an agency or distribution contract, you are essentially subcontracting the sales and marketing function of your business. There are many advantages to these arrangements, such as tapping into an agent’s or distributor’s local knowledge, retaining the freedom to fix resale prices without breaching competition law, or saving time in establishing your own sales operations.

    Distribution contracts may also be more efficient from a tax perspective if you do not need to establish a place of business within the proposed territory.

    Tailor-made distribution and agency contracts

    Once you have taken the decision to use an intermediary, your commercial objectives will determine whether an agency contract or distribution contract is most appropriate. The structure of the agreement will be different to reflect the fact that a distributor buys goods outright to resell to the marketplace, whereas an agent is not a party to the contract between you and your customer. As such, you will have more control over the activities of the agent than you would over those of a distributor.

    Either way, it is important to set out the commercial terms in a clear written agreement to protect your interests in such areas as:

    • The authority, rights and duties of the agent/ distributor
    • Restrictions on competition
    • Risk and liability
    • Impact of insolvency
    • Compensation or indemnity on termination
    • Protections to avoid falling foul of competition law

    Our commercial contract solicitors have extensive experience in the fields of agency and distribution contracts, operating both within the UK and overseas. We can help you make decisions about whether to appoint distributors or agents, draft bespoke agreements, provide advice on terminating an agreement, and efficiently resolve disputes.

    R&D Agreements

    Creating an innovative environment is incredibly important to today’s businesses, especially those working in manufacturing, technology or life sciences where advances are made every day. Research and development often require collaboration between a number of parties to achieve such innovation. It is therefore important to put in place a series of robust R&D agreements, laying down the rights and responsibilities of your company and its collaboration partners. Elements of an effective R&D agreement usually include:

    • Division of tasks
    • Provisions to keep the development on schedule and within budget
    • Milestones for results
    • Distribution of costs and revenues
    • Ownership and transfer of intellectual property
    • Protecting sensitive information and know-how
    • Termination and dispute resolution

    For international collaborations, you must pay special attention to the choice of law in your R&D agreements. After all, the commercial arrangements you have made must be enforceable abroad.

    Need help with Research & Development agreements?

    One size does not fit all when it comes to R&D agreements. Our commercial contract lawyers can help you draft bespoke terms for your high-value R&D collaborations, reflecting both the commercial opportunity and your approach to risk. We offer advice on all the areas that need to be considered to help research and development collaborations run smoothly so that your interests are protected every step of the way. Our commercial contracts team can assist with whatever agreements you may need, including:

    • Development agreements
    • Joint development agreements
    • Contract research agreements
    • Clinical research agreements
    • Material transfer agreements
    • Non-disclosure agreements (NDAs)
    • Intellectual property licences and assignments
    • Collaboration agreements

    Franchising Contracts

    An increasing number of businesses are using franchising as a growth strategy and it can be a huge opportunity when the right legal protections are in place. These protections do not happen automatically. There are no specific franchising laws in the UK and the franchisor-franchisee relationship is largely governed by contract law and industry codes of practice. This means that a number of issues can arise if you proceed without legal advice, such as:

    • Enforcement of intellectual property rights
    • Protection of the franchisor’s name, brand and system
    • Enforceability of restrictive covenants/ restraint of trade against former franchisees
    • Employment law issues such as transfer of undertakings, including when franchises are brought back in-house
    • Competition laws issues
    • Franchisee loss and failed franchises

    Franchising agreements at home and overseas

    Whether you are a potentially new franchisor, an established overseas brand wishing to expand franchising operations to the UK, or a UK franchise looking to develop franchise networks in other countries, we can help. Our team has years of experience in creating robust franchising agreements, including pilot (test) franchise contracts, brand licensing and IP protection, ensuring that your business format is protected and that you have proportionate control over your network.

    There are several ways in which an international franchise arrangement can be structured. The most common is master franchising, where franchise rights are granted to a local business entity for the whole or a part of a country, although direct franchising or a joint venture arrangement may also offer pathways to success. Our highly regarded solicitors can review your business model to see whether it is franchisable or what is the best alternative.

    Outsourcing Contracts

    Outsourcing work can give you access to capabilities and facilities otherwise not accessible to your business and result in a reduction of cost or risk. But there are complexities to manage. Like any supplier arrangement, your outsourcing contracts will need to consider service levels, exit provisions and quality standards at the start of the collaboration to ensure that nothing vital is overlooked.

    Our outsourcing contracts expertise

    Our specialist commercial lawyers provide highly commercial, trusted advice and can draft, review and negotiate the right form of outsourcing agreement for you. While every contract is bespoke, we will consider a number of provisions to help protect your investment, including:

    • Scope of services to be provided
    • Performance monitoring and audit protections
    • Staffing and service levels
    • Contingency planning, including disaster recovery and step-in rights if the outsourced contractor doesn’t perform
    • Managing handovers and asset transfers from one supplier to another
    • Regulatory requirements which may apply, for instance, in the public sector
    • Data protection
    • Intellectual property rights and product ownership
    • Tax considerations
    • Termination and exit management

    As full-service commercial lawyers, we can support you through the entire outsourcing lifecycle, from tender preparation and evaluation to disengagement and dispute resolution in the context of outsourcing contracts. With the experience in advising clients in both the private and public sectors, we regularly act for companies and outsourced service providers, in the UK and offshore, enabling us to offer strategic advice from both perspectives.

    Services Agreements

    Almost every middle-market business will have a variety of services agreements, whether supplying services or buying services. They cover such diverse provisions as hospitality, IT, advertising, PR, agency, distribution, manufacturing, logistics and facilities management, and cover the whole spectrum of complexity from short, standardised terms and conditions to master service agreements with numerous schedules.

    Even if a supplier has a standard – or even an industry-standard – document, there will need to be some negotiation to make it fit the specific needs of your business. Our experienced team can add value by focusing on key issues, including:

    • Scope of services
    • Performance standards and quality control
    • Ownership and use of products
    • Ownership of intellectual property rights arising from the services
    • Negotiating limitations and exclusions of liability
    • Dealing with sensitive information and personal data
    • Termination and replacement rights if the service provider is not up to standard
    • Flexibility if you need the services to adapt to changing business needs

    Service agreements or service level agreements?

    Service level agreements are typically drafted as a supplement to a services agreement. Operating much like a scorecard, SLAs are designed to assess the service provider’s performance over time based on precise criteria. They are mainly used for high-value, high-importance contracts where a lot of detail is needed about the nature of the services, deliverables and the consequences of under-delivery, such as service credits for poor performance and termination rights for critical poor performance.

    It is a false economy to sign up for generic services agreements without fully knowing what you could be getting into. We have dealt with many services agreements and service level agreements over the years for both service providers and recipients. Our commercial team is happy to deliver all that experience to you, ensuring a fair result for both parties.

    Joint Venture Agreements

    If you are considering entering into a commercial joint venture, we have the expertise to guide you through the complexities. Our aim is to ensure your joint venture agreements achieve the right balance of risk and upside, with clear advice on the rights and contributions of the partners, watertight profit-sharing arrangements, and provisions for a smooth exit.

    Achieve your goals with expert joint venture contracts advice

    No two joint venture agreements are the same and there are various possibilities to consider. Our team of commercial contract solicitors can help you with:

    • Advice on the right joint venture structure and your alternative options, for example, a Special Purpose Vehicle, LLP or collaboration agreement
    • Defining the parameters of the joint venture, tailored to commercial objectives
    • Finance and profit-sharing arrangements
    • Termination and exit provisions, including rights of first refusal or veto rights on transfers if a partner can exit by transferring shares
    • Joint venture governance best practices
    • Intellectual property and confidentiality clauses to protect the work produced during the joint venture
    • Cross-border joint ventures where competition law and tax concerns need to be addressed when deciding on the structure of the joint venture
    • Dispute resolution between the joint venture partners and third parties

    Joint ventures are popular as vehicles for expansion, collaboration and innovation. If you need specialists for legal advice on the commercial and legal advantages and pitfalls, or joint venture agreements drafted or reviewed, please get in touch with us.

    Horse racing contracts

    Buying or selling shares in a racehorse can be a hugely exciting but sizeable investment, and one that merits considerable care to ensure your finances are protected. Whether you are a horse breeder, owner, or a buyer looking to enter into a racehorse lease agreement, syndicate contract or horse partnership agreement, our team of expert equine solicitors will provide the legal advice necessary to complete your transaction smoothly.

    Find out more

    At what stage is your business?

    There are seven stages to the growth cycle of a business. Each has its own challenges and opportunities, which our firm is uniquely placed to help you navigate.

    Learn more

    Phase four Establishedopen

    You should be thinking about:

    • Staying driven
    • Implementing better business practices
    • Automation and outsourcing
    • The bigger picture – the economy, competitors and changing customer tastes

    Learn how we can help

    Phase five Expansionopen

    You should be thinking about:

    • Adding new products or services to existing markets
    • Expanding your existing business into new markets
    • Joint ventures and licensing opportunities
    • Acquiring other companies – competitors, or assets which will complement, or assist with the diversification, of your existing business
    • The funding and management experience to take the business to another level

    Learn how we can help

    Phase six Matureopen

    You should be thinking about:

    • Reinvention and reinvestment
    • Succession
    • Exit strategy

    Learn how we can help

    Phase seven Exitopen

    You should be thinking about:

    • A proper valuation of your company
    • Optimising your business ahead of sale
    • Making sure the deal is structured in a way which maximises the upside, and minimises the risk
    • Your next professional or personal step after exiting the business

    Learn how we can help

    Commercial contracts insights

    View all insights

    Need some more information? Make an enquiry below.

      Subscribe

      Please add your details and your areas of interest below

      Specialist sectors:

      Legal services:

      Other information:

      Jurisdictions of interest to you (other than UK):

      Message us on WhatsApp (calling not available)

      Please note that Collyer Bristow provides this service during office hours for general information and enquiries only and that no legal or other professional advice will be provided over the WhatsApp platform. Please also note that if you choose to use this platform your personal data is likely to be processed outside the UK and EEA, including in the US. Appropriate legal or other professional opinion should be taken before taking or omitting to take any action in respect of any specific problem. Collyer Bristow LLP accepts no liability for any loss or damage which may arise from reliance on information provided. All information will be deleted immediately upon completion of a conversation.

      I accept Close

      Close
      Scroll up

      Get in touch

      Get in touch using our form below.



        Business Close
        Private Wealth Close
        Hot Topics Close