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Commercial Contracts

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Solicitors to solve more than just your contractual problems

Regardless of the size of your business, institution or other organisation, the range of commercial issues you face, from contractual risk through to time consuming compliance requirements, expands as you grow and as the law changes.

We know how valuable it is to have trusted advisors to help you understand and navigate this increasingly complex legal framework so that you can focus on confidently delivering your services to your customers, clients and stakeholders.

Our solicitors can help you by:

  • Drafting, negotiating, reviewing and advising on all types of contracts;
  • Advising on how best to protect your intellectual property;
  • Assisting you with the management of your procurement strategies in respect of both the regulatory public procurement regime and general good practice for non-regulatory procurement processes; and
  • Helping you ensure compliance with the data protection, bribery and freedom of information legislations.

Sector experience:

We help businesses and other organisations from a wide range of sectors including: manufacturing, engineering, charities and sports clubs and have particularly strong experience of advising IT companies, football clubs, waste management companies, publishers and a range of third sector
providers.

Click on the below to read more about our commercial legal services:

Agency Agreements

How we can can help you with your Agency Agreements

Agency is simply a relationship where one person (the Agent) sells goods or services on behalf of another (the Principal). The key factor distinguishing agency from other contractual relationships is that the sales agent does not buy stock from the Principal to sell on but rather concludes sales on behalf of a Principal directly with a customer.

For more information about the law in relation to agencies click here to access our free guide.

How we can help you

Our solicitors can help you by:

  • Drafting and negotiating your agency agreements;
  • Advising Principals and Agents on their legal and contractual rights;
  • Giving you clear guidance on termination of agency contracts; and
  • Advising on the Agent’s right to compensation.
The Bribery Act

Does the Bribery Act affect you?

If you run a business in the UK then the simple answer is yes, it does.

Important: Before you read the below information about the Bribery Act and how you should deal with it, you might find these two free items helpful.

The first is a free service I offer people.

You simply click here to fill in our simple Bribery Act risk questionnaire. Once completed, it will be emailed to us so we can provide you with feedback on your current position. There is absolutely no commitment or catch with this service.

It shouldn’t take you more than five minutes to complete. Just click here to start.

Or, you can click here to download a comprehensive Bribery Act checklist designed to help you prepare a full risk analysis yourself.

What exactly is the Bribery Act?

The Bribery Act is a piece of legislation which came into effect on 1 July 2011. It replaces previous UK legislation on the prevention of bribery and corruption, which was considered to be out of date.

What does the Bribery Act make me liable for?

Unsurprisingly, the Act makes it a criminal offence to either offer or take a bribe. This offence can apply to either individuals or companies and, as you can imagine, carries substantial penalties.

Perhaps more surprisingly, the Act introduces a new offence of “failure to prevent corruption”. This offence is committed by a company if one of their employees, directors or someone acting for the company (such as an agent or distributor) commits an act of bribery.

What penalties could I face under the Bribery Act?

In the worst case, you could face up to 10 years’ imprisonment and unlimited corporate fines. The business or individuals involved in bribery could also be barred from all future public procurement.

What advice can you give me to protect my business?

The only defence you will have to a charge of failure to prevent corruption is to demonstrate you have policies and procedures in place designed to prevent bribery and corruption and that these policies and procedures are well thought out and properly implemented.

The first step you should take to protect itself is to conduct a risk questionnaire. Simply click here to fill in our simple Bribery Act Risk Questionnaire. Once completed, it will be emailed to us so we can provide you with FREE feedback.

Alternatively, you can click here to download our more comprehensive Bribery Act Checklist designed to help you prepare a full risk analysis yourself.

Once risk of bribery in your business has been identified you should look to put in place the relevant policies and procedures and to communicate these to your staff and any companies you work with.

How do I get help with this?

You should find the advice you get from our Bribery Act Risk Questionnaire and our comprehensive Bribery Act Checklist very helpful as an initial starting point.

Commercial Contracts

Here’s how we can ensure your contracts protect you

We all enter into contracts all of the time. Usually, there is no requirement for a contract to be in writing or for any particular formalities. However, there are definite advantages to a written contract, the main one being that it creates a clear record of who has agreed to do what which helps to avoid disputes.

How our solicitors can help you

Our solicitors and legal experts can help you by drafting, negotiating, reviewing and advising on all your contracts including:

  • Standard terms and conditions;
  • Agency Agreements;
  • Distribution Agreements;
  • Purchase/Supply Agreements;
  • Standard Terms and Conditions;
  • Franchise Agreements;
  • Assignments or licences of intellectual property;
  • Confidentiality Agreements; and
  • Consultancy Agreement.

When it comes to contracting, our commercial contracts solicitors can conduct the entire process, from taking initial instructions to negotiating and concluding your contract. Or they can simply advise you on any particular concerns that you might have.

Distribution Agreements

Making sure you Distribution Agreements are watertight

If you are looking for someone to sell on your goods and services that are prepared to hold stock and bear the cost of sales and promotion, then a Distribution Agreement might be the best way forward.

Important: Before you read the below information explaining exactly what Distribution Agreement are, you may find this free Heads of Terms document useful.

Using this document to record the outline of the distribution agreement between supplier and distributor will be a helpful aide memoir and a good starting point for the drafting of a proper agreement.

What is a distribution agreement?

A distribution agreement is where one party (the supplier) sells goods to another (the distributor) for onward sale, either to other companies or to the public. Unlike an agent, a distributor takes legal ownership of the goods under the distribution agreement and sells them on at a price which they determine.

What issues surround distribution agreements?

As with most commercial contracts there are all kinds of issues that surround distribution agreements but perhaps the most crucial revolve around the granting of exclusive territories and pricing.

A lot of distributors will want to have exclusivity within a certain area so that they know they don’t face competition for the sale of the same goods in that market. Many suppliers are happy to grant this as part of the distribution agreement, but the parties have to be very careful how they express this exclusivity as, under European law, there are strict rules governing exclusivity within the Europe.

For example, a supplier can stop a distributor from directly selling goods outside of the UK but they cannot stop “indirect” sales and so the same distributor (if approached by a French customer despite there being no advertising in France) is entitled to sell goods to that customer.

As far as pricing is concerned, the golden rule with distribution agreements is that the supplier cannot fix the price at which the distributor sells on the goods. Suppliers should steer clear of “recommended retail prices” as much as possible in distribution agreements or other methods of influencing the end sale price without taking advice first.

Information Technology & Ecommerce Law

Keeping you up to date with IT and E-commerce law

As you’re no doubt aware Information technology plays an ever more important part in both our personal and business lives. With the development of increasingly portable and easy to use technology such as smart phones and tablets and the growing value of the digital economy, this is a trend which is unlikely to change in the near future.

Important: Before you read the below information, why not download this free website compliance checklist which will allow you to check that your website complies will all legal requirements.

Our Services

At Flint Bishop Solicitors, our information technology experts can help you fully control this critical area in your business.

We can help you with:

  • Software development, procurement and licensing;
  • Hardware procurement and sale;
  • Website terms and conditions;
  • Website development;
  • Website hosting, support and maintenance;
  • Outsourcing; and
  • Online services.

Hints and tips from our information technology lawyers

In order to keep up to date with IT related legal issues, we suggest that you click here for our regular legal updates from our information technology lawyers.

Commercial Services for Schools

Keeping you in control of your school

Your school is likely to enter into a range of commercial contracts on a regular basis. If you are making decisions on behalf of your school on the contracts it enters into, it is crucial that you understand and try to minimise the associated risks.

Failure to do so can result in your school not getting what it wanted to out of the arrangement or being subject to more onerous obligations than it should have accepted.

How we can help

Our commercial lawyers are experienced in helping schools to understood and get the most out of the contracts they enter into. We are also experienced in advising on the various legal and compliance issues that affect schools, ranging from data protection issues to protection of the schools intellectual property.

To find out more about the support we can give your school, please download a copy of our schools brochure by clicking here.

Intellectual Property

Making sure you own your intellectual efforts

Intellectual Property is what results from our intellectual efforts. There are various different sorts of intellectual property including:

  • Trade marks
  • Patents
  • Copyright
  • Design Rights
  • Know How

To understand more about the different types of intellectual property, you can download the below guides:

  • Understanding the different sorts of intellectual property
  • Trade marking a name
  • The implications of copyright

Our Services

We can help you to protect and benefit from intellectual property by providing the following services:

  • Registering your trade marks
  • Auditing and advising you on your intellectual property portfolio
  • Drafting and advising on intellectual property licences and assignments
Commercial Legal Training

Giving you the tools to manage your own legal contracts

Instructing experienced solicitors is always going to be the best way of ensuring that your business is complying with its legal obligations and that your contracts are fit for purpose.

However, we think that it is also important that you have some understanding of the law as it affects you. We believe that knowledge of the some of the key concepts can help you to manage issues that arise and deal confidently with the contract process and other legal issues and our training is designed to help achieve this.

We offer the following training sessions:

Contract Essentials

This session covers the following topics:

  • The basic principles of contract law
  • Recognising and dealing with common contract terms
  • How to use standard terms and conditions
  • What to look out for in other people’s contracts
  • How to manage a contract to avoid disputes

The Bribery Act 2010

This session helps you to understand:

  • What offences are created by Bribery Act and the various penalties
  • How businesses as well as individuals can be liable
  • How to identify the line between corporate hospitality and bribery
  • The procedures that businesses should put in place to avoid committing an offence under the Act

Intellectual Property

This session covers:

  • The different types of intellectual property (including trade marks, copyright and patents)
  • How to protect your intellectual property (including registering your rights)
  • How to profit from your intellectual property
  • What to do if you want to use other people’s intellectual property

 

Need help from a commercial solicitor now?

If you require any advice about contracts or any of the other legal issues affecting your business, please either click here to email our commercial solicitors or call David Miller, Partner & Head of Commercial on 01332 226 466.

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Derby Head Office:
St. Michael’s Court
St. Michael’s Lane
Derby
DE1 3HQ
Tel: 01332 340 211
Fax: 01332 207 601
DX: 729320 Derby 24

Ashbourne:
54, St. John Street
Ashbourne
Derbyshire
DE6 1GH
Tel: 01335 342 208
Fax: 01335 342 010
DX: 26834 Ashbourne

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