Experience – Business-to-Business Contracts

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Experience

Joint venture
Our experience with respect to joint venture projects includes:

  • Establishment and acquisition of special-purpose-vehicle companies, together with all required registrations
  • Adjusting provisions of articles of association to suit our clients’ needs
  • Negotiating and drafting shareholder agreements, joint venture agreements and letters of intent
  • Conducting all corporate operations connected with joint venture projects, such as merger, split and conversion of legal form
  • Negotiating and drafting agreements for sale of shares and enterprises
  • Conducting due diligence review of business partners and acquisition targets
  • Representing clients in joint venture projects before administrative authorities, particularly competition authorities in concentration cases

Distribution
Our experience involving distribution agreements includes:

  • Drafting, review and adaptation to Polish law of distribution agreements for major producers of such goods as paints, plant protection products, home electronics, mobile phones, construction materials, jewellery, sportswear, medical products and dietary supplements, including general conditions of sale
  • Advice on selection of the optimal distribution model for goods and services (selective distribution or franchise distribution, non-competition clauses)
  • Drafting and review of selective distribution agreements
  • Drafting and review of franchise distribution agreements
  • Assessment of the permissibility and conditions for use of anticompetitive clauses (such as exclusive supply or purchasing, restrictions on online sales, territorial exclusivity, prohibitions on competing operations by the distributor, and rules for establishing prices) (competition law)
  • Assessment of the permissibility and conditions for use of rebate programmes for key customers
  • Assessment of the permissibility and conditions for use of various types of sales support programmes
  • Review of distribution agreements in terms of possible treatment as agency agreements and application of the legal regime for protection of agents under agency agreements
  • Advice on defining the rights and obligations of parties to distribution agreements concluded orally or actually performed
  • Assessment of the justification for claims by a distributor related to early termination of the distribution agreement in the form of lost profit from the market developed by the distributor, failure to recoup investments in development of the customer network, and the like
  • Framing the mutual rights and obligations of producer and distributor to satisfy warranty claims
  • Advice on authorisation of distributors to use trademarks and other producer designations and know how in their distribution business, as well as the principles for cooperation between the parties in the event of infringement of the producer’s intellectual property rights by third parties (IP)

Agency
Our experience with respect to agency agreements includes:

  • Analysis of the legal effects of amendment or termination of agency agreements concluded by foreign producers of pharmaceuticals and machinery with agent representing them in Poland
  • Assessment of the permissibility of an insurance agent acting as the insurer (or policy holder) for a group of insureds (insurance)
  • Review and adaptation of agency agreements to comply with Polish law, including with respect to mandatory regulations for protection of agents under the Commercial Agents Directive
  • Assessment of the permissibility and conditions for use of anticompetitive clauses (prohibition on competing activity after the end of the agency relationship)
  • Advice on calculation of compensation for agents under the Commercial Agents Directive
  • Advice with respect to authorising agents to use the producer’s trademarks, other designations and know how in the agent’s business, and addressing the principles for cooperation between the parties in the event of infringement of the producer’s intellectual property rights by third parties (IP)

Franchise
Our experience with respect to franchise agreements includes:

  • Advising a franchisor offering franchises for a luxury hotel chain, including rules for continuing the business in the event that the franchisee loses title to the hotel facility
  • Advice in drafting a standard franchise agreement for a temporary employment agency using an innovative concept for conducting business on the labour market
  • Advice on adapting a franchise agreement for a producer of footwear to suit Polish conditions
  • Advice on definition of the franchise package: the range of goods and services, the operational conditions for conducting the business, know how, rules for use of trademarks and other image elements, customer service standards, joint advertising and marketing within the chain of franchises, and benefits from participation in group purchasing
  • Assessment of the permissibility and conditions for use of anticompetitive clauses (prohibition on competing activity after the end of the franchise relationship)
  • Assessment of the justification for claims by a franchisee related to early termination of the franchise agreement in the form of lost profit from the market developed by the franchisee, failure to recoup investments made in the franchise, and the like
  • Advice with respect to authorising the franchisee to use the franchisor’s trademarks, other designations and know how in the franchise business, and addressing the principles for cooperation between the parties in the event of infringement of the franchisor’s intellectual property rights by third parties (IP)
  • Advice concerning calculation and settlement of franchising fees

Framework agreements
Our experience with respect to framework agreements includes:

  • Drafting, review and adaptation to Polish law of cooperation agreements for major producers of such goods as paints, plant protection products, home electronics, mobile phones, construction materials, jewellery, sportswear, medical products and dietary supplements, including general conditions of sale
  • Advice with respect to amendment of contract terms
  • Assessment of the permissibility and conditions for use of rebate and sales support programmes for key customers
  • Assessment of the consequences of failure to comply with framework agreements

General conditions for sale of goods and services, standard commercial documents
Our experience in this respect includes:

  • Drafting, review and adaptation to Polish law of general conditions of sale for major producers of such goods as paints, plant protection products, home electronics, mobile phones, construction materials, jewellery, sportswear, medical products and dietary supplements
  • Review to assure compliance with consumer rights

Marketing agreements
Our experience with respect to marketing agreements includes:

  • Drafting agreements for support of sales by distributors for leading producers of products such as paints and medical products, based on providing equipment necessary to apply and test the products
  • Developing rebate systems for key customers of a leading manufacturer of plant protection products
  • Drafting marketing services agreements with public relations agencies and media houses
  • Drafting rules for competitions organised on the basis of a public undertaking
  • Drafting an agreement for joint organisation of a competition between clothing retailers and a fashion magazine

Rental and finance leasing agreements
Our experience in this area includes:

  • Negotiation and review of agreements for finance leasing or long-term rental of automobiles and related services (such as car fleet management, insurance, servicing and fuel purchasing) for lessees
  • Advice on selection of the optimal model for financing the use of assets (operating, finance or revolving lease).

Contract manufacturing agreements
Our experience with respect to contract manufacturing includes:

  • Representing a cosmetics producer in drawing up an agreement for contract manufacturing based on the technology and recipe provided by the client
  • Representing a British producer of pharmaceuticals in review and adaptation to Polish law of an agreement for contract manufacturing by a Polish contract manufacturer, including analysis of instruments available to the producer under Polish law to enforce compliance with the agreement by the contract manufacturer
  • Advice on contractual provisions for transferring technology to a contract manufacturer
  • Advice on contractual regulation of the contract manufacturer’s use of technology provided by the producer, including ownership of innovations developed by the contract manufacturer in connection with use of the supplied technology (IP)
  • Advice on establishing the rules for settlements between the parties in the context of production capacity reserved for contract manufacturing (planned production) and production capacity used to fill the producer’s orders

Trust agreements
Our experience with respect to trust agreements includes:

  • Drafting trust agreements for acquisition of shares, enterprises and real estate
  • Drafting escrow agreements involving financial institutions and other agreements in which business partners of the beneficiary or SPV act as trustees
  • Drafting opinions on legal classification and consequences of trust and escrow agreements, including opinions for financial institutions