Contracts

A CONTRACT, AS THE TRANSCRIPTION OF THE WILL OF THE PARTIES, IS AN ESSENTIAL INSTRUMENT USED TO SUPERVISE AND ADJUST THE RELATIONSHIPS WITH YOUR INTERLOCUTORS.

We therefore offer to your service our expertise in contractual drawing up. Our skills in the different contractual techniques include all types of contracts. Therefore, the following list is far from being an exhaustive list but only an insight of our competence.

Our approach of contractual matters is very specific and original as we of course ensure compliance with national laws; but also believe that nowadays we shall emancipate from national legal constraints and seek to draw up an “international” contract, meaning that the contract will be valid regardless the national laws.
 

I. AGENCY AND MANDATE

An agency is deemed necessary when a first person or institution, called the principal, entrusts a second person, called the agent, to act on behalf of him to create a legal relationship with a third party. It is more or less the equivalent of the so-called mandate in the civil law system, but in this case the second person can act in the name of the principal.

Agency and mandate contracts must be very carefully drafted in order to delimit very precisely the rights and obligations for each party. This will avoid liability in case of trespassing of the contract and of acts that were not allowed but presented as if authorized by the principal.

We elaborate your agency contracts at your request but also as elements related to your case if deemed necessary.
 

II. EMPLOYMENT CONTRACT

The employment contract is the contract establishing the relation between the employer and his employee. It is often subject to dispute especially regarding the remuneration part.

The employment contract is also called contract of services and must not be confused with the contract for services, where the person hired to accomplish a mission is self-employed.

Drawing up an employment contract is particular because it is especially necessary to combine the will of the contractors with the statutory laws that include a certain number of texts, including collective agreements. A high-end knowledge is therefore required, and can be offered by our firm.

 

III. LEASE, RENTAL & TENANCY CONTRACT

When speaking of leasing and tenancy, numerous situations come into mind. It mostly describes the relationship in which the owner of an asset allows the lessee to use this good in counterpart of a payment.

The most common is of course the tenancy contract, in which the landlord offers his real estate to rental against payment. In this acceptation, it concerns both individuals and businesses. We can support the owners and offer them a framework for their relationships with their tenants.

Different types of tenancy contracts can be found depending on the legislations:

  • Specially protected tenancy
  • Commercial lease
  • Non-commercial leases
  • Mixed lease
  • Sub-letting agreements
  • Administrative long-term leases

 
Therefore, the writing of leasing agreements requires a keen understanding of leasing in general and of specific legal regimes governing special contracts, such as condominium ownership.

 

IV. LOAN FOR USE

The loan for use, also called Commodatum, is a contract by which the renter lends something to the borrower, who is obligated to return it after he accomplished the action he borrowed the thing for. It is somehow a lease contract but without payment, everything must be done for free. It is regarded as a favor done for someone but can be nonetheless restricted by a written agreement for liability reasons.

Our firm already had the occasion to draw up such contracts and can help you establish them.

 

V. TRANSFER AGREEMENT

The transfer agreements mostly aim the situation in which a person or institution holds a right lawfully and wishes to transfer it to another person for a payment.

For such contracts, our expertise concerns notably transfer agreements for intellectual and industrial property rights, for example copyright or use of one’s image.

Transfer agreements also include those of autonomous groups of assets comprising both goods and rights, for example business goodwill and clientele.

 

VI. LICENSE AGREEMENT

A license concerns mostly the use of intellectual property rights or of know-how hold by a person or a company that wishes to grant the right to a third party to use it.

For the holders of an exclusive right, and in this case of a trademark, it is very important to secure both their title and their business when wishing to grant a right of use of said trademark to any individual or institution. Indeed, the right holder must be sure not to transfer the property of said title when organizing the exploitation of the trademark by a third party.

Moreover, it is essential to place the use of the trademark by the licensee within a comprehensive framework to avoid wrongful use or tarnishment of reputation or image by this use.

Our firm has extensive experience in licensing and can draw up your agreements and will do so by mobilizing all its expertise in the fields of intellectual property, business laws and competition laws.

 

VII. DISTRIBUTION AGREEMENT

Distribution is a widespread technique of intervention on the market very common nowadays in the international trade.

The distribution agreement spreads over time and therefore requires a high stability.

This can be achieved through two contracts:

  1. A framework contract organizing the contractual relationship that describes the entire reciprocal rights and duty to be met by both parties.
  2. Several contracts concluded for execution of the hereabove described contract that embodies in, for example, successive orders, promotional services, making available a website or a platform, etc.

The distribution of products and services is made by virtue of several networks using different contractual techniques among which the three following principals:

  • The exclusive supply contract, mostly used for distribution of drinks or hydrocarbons.
  • The international selective distribution contract, mostly used for luxury products or high-tech goods.
  • The international concession contract, mostly used for vehicles distribution.

 

VIII. FRANCHISE AGREEMENT

The franchise is an agreement that renews a commercial success. Indeed, in the case of franchising, the franchisor already experienced his concept and obtained a successful result with the business method he developed. The franchisor transfers to an independent third party, the franchisee, his know-how and makes available to him the signs dedicated to his business (including the trademark and commercial sign). The franchisor commits himself to a technical and commercial assistance during the whole time of the contract.

The franchisor becomes so the originator of a franchise network constituted of the franchisor and his franchisees, which is designed to achieve enduring results.

We perform all the writing of the necessary documents demanded to establish a franchise, from contracts to specifications, and the know-how guide. We can also do an audit a priori in order to determine the relevance of the project of setting up a franchise program for your commercial concept.

 

IX. STRATEGIC ALLIANCE

A strategic alliance is a cooperation between several companies that are competitors or potential competitors that decide to accomplish a project or a specific activity by uniting their skills, know-how, means and resources necessary to the project’s accomplishment. Strategic alliances are very interesting for a company for it spends its energy creating something with its competitors instead of fighting against them, enabling the survival on a market even demanding market place that could lead to acquisitions and terminations of businesses if alone.

Four types of strategic alliances can be distinguished:

Cooperation:
A central operating company provides the conception, the commercialization and the monitoring clients; when each other contracting company supplies in a network part of the final product or service.

Momentary business clusters:
Several companies answer jointly and severally the call for tenders of a common client that demands to realize a complex product or service.

Offset agreements:
Such contracts include provisions that oblige the supplier to acquire in return of the goods or services from a company. They can go from sole swap to exchange of know-how. Big international contracts often use such provisions.

Coenterprise:
This technique is often used in the eastern European countries, where the local companies form alliances with western companies in order to allow them to benefit from their know-how in exchange of a quick and facilitated access to their local market.

Unlike joint ventures, the strategic alliances never create a company between the companies participating in the alliance.

This type of contracts is very complex as it requires legal competences in cross-cutting fields of Laws such as corporate, business and fiscal laws, intellectual property rights, competition laws, social legislation, but also certain skills in technical fields or research and development contracts.

 

X. JOINT VENTURE

A joint venture is a business agreement in which parties agree to develop, for a finite time, a new entity and new assets by contributing equity to the accomplishment of a precise goal. They exercise control over the enterprise and consequently share revenues, expenses and assets.

The joint venture can therefore adopt very various forms but necessary lead to the creation of a new separated entity with legal personality.

For a company that desires developing or exploiting an infrastructure of importance, it is sometimes interesting to partner with one or several companies to take advantage of the followings:

  • Share of fees, expenses and investments between the companies.
  • Share of the risks of the joint venture.

 
Like the strategic alliance agreements, the drafting of joint ventures agreements requires high-end expertise in multiple fields of laws.

 

XI. UNDERWRITING CONTRACTS

The underwriting contract is a specific contract as even if it is a bilateral contract, the reciprocal and consistent engagements of the parties are not simultaneous. Indeed, the underwriting contract can be decomposed in three periods of time:

  • A call for tenders
  • An offer in response
  • The conclusion of the contract

 
Our expertise in the stock market as well as our professional network allows us to be leaders in drafting underwriting agreements.

GHD LLP

GHD LLP (155)