Commercial Contracts

With any product distribution process, you need to make sure your supply agreements – the terms of sale – are robust, whether they are business to business or business to consumer. There are multiple supply structures to consider, along with issues such as exclusivity, the supply territory and any rights a supplier may have over the use of your intellectual property.

Our Business Law team can ensure your supply agreements are tailored to the needs of your business, properly representing your interests and rights.

Service agreements cover the supply of services, such as consultancy and professional services. They are similar to supply agreements in that they set up the terms of sale, and there are issues such as exclusivity, areas covered and intellectual property rights to consider.

At Thorntons, we can advise you on the right agreements needed for your business sales situation and draw up contracts bespoke to your needs.

Manufacturing agreements generally relate to business to business deals, for instance a smaller manufacturer could be making a component for another manufacturer’s product. In cases such as this, balance of liability is a key debate to address in the manufacturing agreement.

Without formal contracts in place, difficulties can arise and disagreements escalate, for instance where the component goods do not meet the product manufacturer’s standards but the component manufacturer maintains the goods are adequate.

Our team can advise you on the necessary agreements and draw up the documentation for you. We can also review any agreements proposed to you and help in dispute resolution

When you engage someone to act on your behalf as an agent for your business or you are taking on an agent role, you need to ensure there is an agency contract in place to set out the terms of the agency. The agency contract should be clear on compensation and/or commission, as well as the circumstances when the agency can be terminated.

We can advise you on the best strategic set-up for your agency agreement, draw up the agreement for you and advise you on options over agreement disputes.

As a business, you may be looking to sell your products through a distribution network. With such an arrangement, a distribution agreement can establish the terms the products are sold, covering issues such as commission.

You may also find a distribution agreement is extremely useful for your business in terms of budgeting, cashflow projection and obtaining investment. We can advise you on the best distribution structure for your business, ranging from a simple agreement that captures a verbal understanding to a worldwide selective distribution network.

Under a franchise, you buy the right to operate under the involved brand’s name and pay a percentage of your business, or from the other side you sell the right for others to operate under your brand name. In such cases, it is important a franchise agreement is drawn to make clear the terms under which the franchise can be operated, percentage to be paid, withdrawal of franchise terms and so on.

We can support you with advice on franchising your brand or in the set-up of a franchise agreement as a franchisee. However, taking out a franchise may well not be the most suitable route for your business development and we can advise you on alternative options open to you.

With increasingly global businesses, cross-border and international contracts setting out terms of business are a key issue. An important element is which country’s law will be the governing law of any contract, and the right expert legal advice can ensure you have a contract robustly reflecting your interest.

At Thorntons, we can represent different jurisdictions worldwide, with recent contracts covering the US and elsewhere in Europe, and the team includes dual-qualified lawyers to deal with both English and Scots Law.

Sponsorship deals can range from supporting local events to a presence at big, internationally televised competitions. With such opportunities, a sponsorship agreement can clearly set out for both sides the sponsorship terms, covering issues such as level of payments, involvement, intellectual property rights, exposure and length of sponsorship. 

Thorntons Business Law team can help you with all aspects of a sponsorship deal, ensuring the agreement is tailored to your business needs.

By ensuring your contracts are properly set up initially, you are less likely to have contract disputes later on, but contractual disputes do arise. Whether one party is failing to meet the terms of the contract or disputes the terms, strong legal support can help resolve the matter satisfactorily.

If you are involved in a contract dispute, our contract experts can help. We can offer different resolution routes, including mediation, and through to court action with our strong Litigation team.  With our in-depth contract experience, we can thoroughly examine the matter of the contract to challenge as needed.