Contract and Distribution Law

Are you looking for a contract lawyer to draft, negotiate or secure your commercial agreements? ARST Avocats assists companies, executives, legal and operational departments in the preparation, negotiation and monitoring of their contracts, in both French and English.

Our team operates in all sectors of activity and throughout the entire contractual cycle: pre-contractual negotiations, drafting, auditing, signing, execution, renegotiation, renewal, transfer and termination of the relationship.

We also develop a recognized practice in distribution and franchise law, working with franchisors, franchisees, network heads, distributors, suppliers, commercial agents and other intermediaries.

Contract lawyer: drafting and negotiation

A contract must accurately reflect the commercial agreement reached, allocate obligations between the parties, and anticipate events that may affect its execution.

ARST Avocats intervenes in:

• identifying the company's objectives and constraints;
• the legal classification of the operation;
• the definition of the contract structure;
• the preparation for negotiations;
• the drafting of a first draft;
• the analysis of a contract proposed by a partner;
• the drafting of comments and proposed modifications;
• the negotiation of legal and commercial clauses;
• the creation of bilingual versions;
• coordination with operational, financial and technical teams;
• the organization of the signing process;
• the preparation of implementation documents;
• monitoring the contract throughout its duration.

Our intervention can cover a single contract, a strategic operation, standardized contractual documentation or all the contracts used by a company.

Negotiations and pre-contractual documents

The period preceding the signing can create obligations and engage the liability of the parties. It must therefore be organized and documented.

Our team drafts and negotiates, among other things:

• confidentiality agreements or non-disclosure agreements – NDA;
• letters of intent – ​​LAW;
• negotiation protocols;
• term sheets;
• Memoranda of Understanding – MoU;
• commercial offers;
• exclusivity agreements;
• non-solicitation agreements;
• temporary cooperation agreements;
• agreements in principle;
• the suspensive conditions;
• pre-contractual information documents;
• pilot contracts and testing phases;
• the agreements governing a proof of concept.

We take care to specify the binding or non-binding scope of each document, the confidentiality obligations, the conditions for exiting negotiations and the processing of information or work exchanged.

B2B Commercial Contracts

ARST Avocats drafts and negotiates all types of contracts between professionals.

Our practice includes, in particular:

• sales and supply contracts;
• framework contracts;
• supply contracts;
• service contracts;
• subcontracting agreements;
• manufacturing contracts;
• maintenance contracts;
• commercial cooperation contracts;
• partnership contracts;
• business referral contracts;
• brokerage contracts;
• agency contracts;
• commission contracts;
• commercial agent contracts;
• deposit and consignment contracts;
• transport and logistics contracts;
• hosting and provision contracts;
• equipment rental contracts;
• license agreements;
• publishing contracts;
• IT and digital contracts;
• referencing conventions;
• research and development agreements;
• contracts concluded within the framework of a group or consortium.

Each contract is tailored to the activity in question, industry practices, the balance of power between the parties, and the specific risks of the operation.

Contractual clauses and risk allocation

The quality of a contract depends largely on the precision of its clauses and their consistency with operational reality.

Our team assists clients in drafting and negotiating the relevant clauses:

• to the purpose and scope of the services;
• to the technical specifications;
• to orders and volume forecasts;
• to prices, discounts and revision terms;
• to invoicing and payment deadlines;
• subject to the conditions of delivery or receipt;
• to the transfer of ownership and risks;
• to obligations of means or of result;
• to service levels and performance indicators;
• to contractual penalties;
• to the retention of title;
• to the guarantees;
• to responsibility and its limitation;
• to insurance companies;
• to confidentiality;
• to intellectual property;
• to personal data;
• to compliance and regulatory obligations;
• to force majeure and unforeseen circumstances;
• to the duration and renewal;
• subject to the conditions of suspension or termination;
• to the notice of termination;
• to the applicable law;
• at the discretion of the jurisdiction or to arbitration.

We ensure that these clauses are legally valid, understandable and compatible with the company's operational capabilities.

General terms and conditions of sale and purchase

General terms and conditions structure the usual relationships of a company with its customers, suppliers or partners.

ARST Avocats assists companies in:

• drafting and updating B2B general terms and conditions of sale;
• drafting the general terms and conditions of B2C sale;
• the preparation of the general terms and conditions of purchase;
• the relationship between CGV and CGA;
• the prioritization of contractual documents;
• the formalization of quotes, purchase orders and confirmations;
• the specific conditions;
• information regarding prices and payment terms;
• late payment penalties;
• retention of title;
• legal and commercial guarantees;
• the limitation of liability;
• the complaints procedures;
• proof of acceptance of the general terms and conditions;
• the integration of documents into the commercial or digital journey.

We also conduct document audits to verify the consistency between contracts, quotes, invoices, delivery notes and actual company practices.

Auditing and contract management

Contractual auditing helps to identify the risks associated with a contract, a contractual portfolio, or a sale or acquisition transaction.

Our team notably:

• an inventory of significant contracts;
• the identification of ongoing commitments;
• the analysis of durations and deadlines;
• the review of the renewal procedures;
• the identification of change of control clauses;
• analysis of exclusivity and volume obligations;
• risk assessment of termination;
• the review of guarantees and responsibilities;
• the identification of contracts intuitu personae;
• the analysis of the transferability of contracts;
• verification of the necessary authorizations or consents;
• the identification of unbalanced or inapplicable clauses;
• the preparation of a renegotiation plan;
• the standardization of contractual documentation.

We also support legal departments in setting up contract management procedures: templates, validation processes, delegations of signature, monitoring of deadlines and archiving.

Execution, renegotiation and termination of contracts

The life of a contract can be affected by economic developments, regulatory changes, supply difficulties, delays, or the failure of a contracting party.

ARST Avocats advises companies on:

• interpreting a contractual clause;
• formalize a reservation or a complaint;
• to respond to a non-performance;
• to issue a formal notice to a contracting party;
• to invoke or contest a defense of non-performance;
• apply penalties;
• renegotiate a price or a schedule;
• to deal with an unforeseen situation;
• analyze a force majeure event;
• temporarily suspend execution;
• negotiate an amendment;
• prepare for the renewal of the contract;
• organize a negotiated exit;
• respect or discuss the length of a notice period;
• terminate or cancel the contract;
• to prevent a sudden breakdown of an established business relationship;
• prepare for the recovery of data, stocks, equipment or documents;
• organize the transition to a new partner.

When a dispute cannot be resolved through negotiation, our Business Litigation team takes charge of the judicial or arbitration proceedings.

Distribution law and network organization

ARST Avocats advises suppliers, manufacturers, distributors and network heads in defining and developing their commercial organization.

Our intervention covers, in particular:

• the choice of distribution model;
• exclusive distribution;
• selective distribution;
• the commercial concession;
• exclusive supply;
• the commission-affiliation;
• trademark license;
• the franchise;
• the master franchise;
• the commercial agent contract;
• brokerage and business referrals;
• purchasing and referencing centers;
• groups of traders;
• marketplaces;
• omnichannel distribution;
• direct sales and online sales;
• business development partnerships.

We analyze the project, the nature of the products or services, the expected investments from partners and the degree of control desired by the head of the network in order to select the appropriate contractual model.

Creation and development of a franchise network

Our team supports companies wishing to transform a proven concept into a franchise network.

We operate in:

• analysis of the franchiseability of the concept;
• the protection of the trademark and distinctive signs;
• the formalization of know-how;
• the determination of the elements of the concept;
• the organization of a pilot unit;
• the definition of the network's economic model;
• the setting of the entry fee and royalties;
• the definition of the investments required;
• the creation of the network's legal documentation;
• drafting the pre-contractual information document;
• drafting the franchise agreement;
• drafting the operating manual with the teams involved;
• the organization of training and assistance;
• the establishment of the supply;
• the protection of territories;
• monitoring compliance with the concept;
• the preparation of contracts necessary for the operation of the network;
• the selection and integration of franchisees;
• the national or international development of the network.

The franchisor who grants exclusivity or near-exclusivity for the operation of a brand must provide the candidate with the information required by Article L. 330-3 of the Commercial Code before the signing of the contract or the payment of any sum.

Pre-contractual information document and franchise agreement

ARST Avocats assists franchisors and franchisees in the preparation, analysis and negotiation of franchise documentation.

Our intervention focuses in particular on:

• the conformity of the pre-contractual information document – ​​DIP;
• the presentation of the franchisor's identity and experience;
• the general and local state of the market;
• the presentation of the network;
• the list of franchisees and exits from the network;
• the required accounts and financial information;
• consistency between the private international law document and the contract;
• analysis of the forecast prepared by the candidate;
• the description of the know-how transmitted;
• the use of the brand and the trademark;
• initial and ongoing assistance;
• the training of the franchisee;
• territorial exclusivity;
• supply obligations;
• performance objectives;
• advertising royalties and contributions;
• the duration and renewal of the contract;
• the transfer of the point of sale;
• non-competition and non-affiliation clauses;
• the consequences of the end of the contract.

We ensure that the obligations are precisely defined and adapted to the actual operation of the network.

Support for franchisors

Our team supports franchisors throughout the entire life of the network:

• recruitment and integration of candidates;
• adaptation of the DIP and the contract;
• opening of points of sale;
• negotiation of real estate contracts;
• protection of the concept and the brand;
• relationships with listed suppliers;
• national communication organization;
• evolution of know-how;
• monitoring the application of standards;
• management of exemption requests;
• preparation of amendments;
• contract renewals;
• transfer of franchised units;
• change of control of a franchisee;
• handling of breaches;
• organization of the network exit;
• development of a master franchise abroad.

We also intervene when the network needs to evolve its concept, its economic model, its supply policy or its digital organization.

Support for franchisees

ARST Avocats also advises franchise candidates and network members.

Our team can help with:

• analyze the pre-contractual information document;
• examine the franchise agreement;
• identify investments and commitments;
• appreciate exclusive rights and supply obligations;
• analyze the territory granted;
• check the renewal and exit conditions;
• negotiate the terms of the contract;
• structure the operating company;
• to support the acquisition of a business;
• negotiate the commercial lease;
• organize the financing of the project;
• examine a sale or takeover of a point of sale;
• to address difficulties in executing the contract;
• prepare for the renewal, transfer or end of the relationship.

This intervention allows the franchisee to accurately measure the scope of their commitments before joining the network.

License agreements and intellectual property

Many commercial contracts include permission to use a trademark, software, content, patent, design, or know-how.

Our team drafts and negotiates:

• trademark licenses;
• software licenses;
• know-how licenses;
• publishing contracts;
• rights assignment contracts;
• coexistence agreements;
• content production contracts;
• permissions to use an image;
• creation and development contracts;
• the clauses regarding ownership of the results;
• confidentiality commitments;
• restrictions on use and territory;
• royalty mechanisms;
• operational audits and controls.

We coordinate contractual stipulations with our intellectual property law practice.

Digital contracts and e-commerce

ARST Avocats assists companies in the contractualization of their digital activities.

Our practice includes, in particular:

• the general terms and conditions of use;
• the general terms and conditions of online sale;
• platform contracts;
• marketplace contracts;
• digital subscriptions;
• SaaS contracts;
• IT development contracts;
• maintenance and hosting contracts;
• software licenses;
• data processing contracts;
• service level agreements;
• affiliation contracts;
• contracts with influencers and content creators;
• order and payment processes;
• electronic evidence;
• online renewal and cancellation mechanisms.

We adapt the documentation depending on whether the activity is aimed at professionals or consumers and according to the territories in which the services are offered.

International contracts and drafting in English

ARST Avocats assists French and foreign companies in the preparation and negotiation of their international contracts.

Our team drafts and analyzes contracts in French and English, including:

• international sales agreements;
• distribution agreements;
• franchise and master franchise agreements;
• supply agreements;
• services agreements;
• manufacturing agreements;
• agency agreements;
• license agreements;
• partnership agreements;
• confidentiality agreements;
• memorandum of understanding;
• terms and conditions.

Our intervention focuses in particular on the choice of applicable law, the competent jurisdiction, arbitration, the language of authenticity, delivery rules, Incoterms, international payments, guarantees, economic sanctions and termination conditions.

We can coordinate the negotiation with the company's foreign advisors and ensure consistency between the different language versions of the contract.

Contractual support in all sectors of activity

Our contractual practice is not limited to a specific sector. We adapt our intervention to the technical, commercial and regulatory constraints of each activity.

ARST Avocats operates in the following sectors in particular:

• distribution and retail trade;
• franchise and networks;
• of the restaurant and hotel industry;
• of industry and manufacturing;
• of construction and real estate;
• business services;
• transport and aviation;
• energy;
• digital technology and platforms;
• regulated professions;
• of creation and intellectual property.

Understanding the business model, operational processes and professional practices is an essential step in our work.

An integrated contractual practice

Contracts are central to a company's relationships with its customers, suppliers, distributors, investors, and partners. They must be consistent with its legal structure, social constraints, intellectual assets, and business strategy.

ARST Avocats mobilizes its expertise in contract law, distribution, franchising, commercial law, intellectual property, corporate law and litigation to provide a comprehensive response.

Are you looking for a contract lawyer to draft or negotiate a commercial agreement, create a franchise network, review your contractual documentation, or establish an international contract in English? Our team is available to analyze your project and offer tailored support.