Corporate and Commercial
Law Specialists

Commercial agreements

A well-drafted commercial agreement is crucial to businesses to ensure that the intended commercial benefit from any particular transaction or relationship is realised. A good agreement will include the clearest possible terms to provide as much protection for the parties as possible to counter the effects in the unfortunate event of a disagreement or dispute.

We can draft a wide range of robust commercial agreements that meet the requirements of your business, whether they be:

• General terms and conditions for the supply or purchase of goods or services
• Supply and distribution agreements
• Hire agreements, or any other bespoke commercial agreement to meet your needs

We can also advise you on the content of agreements that have been drafted by other parties with whom you are considering entering into a contract, to ensure that there are no hidden surprises further down the line.

Confidentiality agreements

Information is one of a business’ most precious commodities, but there are occasions that require information to be shared with others, possibly even competitors. In this situation it is imperative that the use of that information is restricted to the intended purpose and access is limited on a ‘need to know’ basis. A confidentiality agreement acts to protect your information and ensure its value to your business remains intact, even when shared with other parties.

A confidentiality agreement should always be drafted to meet the specific requirements of the situation or the chances are it will serve little purpose and leave your business exposed. We will talk to you about the information you are sharing, the purpose of sharing that data and the restrictions that need to be in place to produce a bespoke confidentiality agreement tailored to your requirements.

Data protection compliance documents

Data protection is nothing new but has been brought to the forefront of people’s minds following substantial changes to the governing legislation and high profile cases of businesses failing to meet their obligations. The obligations on a business to protect the personal data of an individual, and the penalties for failing to meet them, are now higher than ever.

In the event of a data protection breach a business needs to be able to demonstrate that it has complied with the legislation. This means that you need to back up good data protection practice with the right documentation. Documents such as privacy notices, data processing agreements and data retention policies are crucial. We can assess your existing practice and documentation and identify any areas that need to be reviewed so as to best protect your business.

Loan agreements and corporate security documents

Whether you are lending or borrowing monies, we can prepare and/or advise on corporate loan and security documentation as well as personal guarantees, inter-creditor or priority deeds and deeds of release.

We are able to advise borrowers on loan and security documentation issued by banks or other finance organisations as well as drafting debentures and other corporate security agreements for lenders. We work closely with our property team on re-mortgages, developments and purchases to provide advice on a wide range of corporate security documentation.

Employee share schemes arrangements

Employee share schemes can be a great way to provide rewards to some or all of your employees. Whether you are a start-up business, high growth company or large incorporation, we can work alongside your accountant to find suitable share schemes for your business and we can draft relevant documents to suit your requirements.

Franchise agreements

Franchising is an attractive business model in the right circumstances, whether you are the franchisor or the franchisee. The franchisor will license its brand and business model to the franchisee for the benefit of both parties. However, a wise franchisor will protect itself from the outset, for example, to provide appropriate remedies in circumstances where a previous franchisee sets up in direct competition following the expiry of the franchise agreement.

In practice, this means having in place suitable documentation to curtail, as far as possible, a franchisee using the knowledge, experience and connections built up during its time as a franchisee.  If you are in business and considering setting up a franchise model, talk to us about how we can help protect your business. If you are already franchising then we can review your existing documentation and advise you as to whether there are any gaps in those documents that could leave you exposed.

If you are a prospective franchisee, we can advise you on the content of a franchise agreement so that you know exactly what you are signing up for and the implications and risks of entering into such a contract.

Option agreements and cross-option agreements

Cross-option agreements can be a tax efficient way to provide for company succession and provide for business continuity in the unfortunate event that a shareholder passes away. Under a cross option agreement, the surviving shareholders are granted an option to purchase a deceased shareholder’s shares on his death. Similarly, the personal representatives of the deceased shareholders are granted an option to sell the deceased shareholder’s shares to the surviving shareholders if the survivors fail to exercise their option to buy. Shareholders who enter into cross-option agreements usually each take out life insurance for a sum equivalent to the known market value of the company’s shares, the proceeds of which will then be used by the surviving shareholders to purchase the shares in question.

Option agreements in general grant legal options to a party to be exercised at a future date to sell or purchase shares. Options can be subject to conditions that need to be met before an option can be exercised by the benefiting party. There are various circumstances in which an option is required or is suitable and we have extensive experience in drafting and negotiating option agreements.

Joint ventures

Are you joining with another person(s) or entity(s) to pursue a new business venture? Our corporate team can assist with advice and the drafting of agreements relating to joint ventures. There may be factors to consider when establishing a joint venture, such as the structure of the joint venture (corporate or contractual), initial subscription and investment, ongoing investment by the parties, party obligations and contribution, how the joint venture will be run, control, profit distribution, exit strategies and much more. Our commercial team can assist and advise you on all aspects of joint ventures to ensure that you have a structure suited to you, that all material aspects in relation to the running and future of the JV have been considered and discussed between the parties and all agreed terms are documented in a legally binding agreement in an attempt to avoid the potential of future dispute.