Commercial Contracts

Our commercial team advise agencies and traders on comparative advertising, product placement, sponsorship, merchandising, digital and direct marketing, advertising to children, and using ‘green claims’ for environmental adverts.

• Assisted by reviewing and updating standard terms used by BBC worldwide and its (then) global news subsidiary for the placement of digital, TV and multi-platform advertising transactions.
• Developed new advertising agency incentives and contract structures for a search ads business, enabling compliant contracting with European partners and unlocking additional revenue streams.
• Prepared vlogger and blogger influencer agreements on behalf of Reckitt.
• Advised on comparative marketing campaigns relating to the Finish and Nurofen brands.
• Prepared social media policies for luxury goods company Richemont, for use by its stable of brands.
• Advised PlanetArt Inc on a range of commercial and advertising issues arising out of its use of the trade mark “FREEPRINTS”.

With an acute understanding of the differences between the roles of the agent and the distributor, we have vast experience in drafting both agency and distributor agreements. We guide our clients through issues such as ‘sole’, ‘exclusive’, and ‘non-exclusive’ arrangements where necessary, and work closely with them to understand their business needs in order to advise them on associated competition law implications and the relative merits and/or disadvantages of appointing an agent or distributor to increase sales.

• Advised a retailer on international distribution and agency arrangements.

• Advising on agency terms for various large agencies including BBDO.

• Advised Knoll (Furniture) on its commercial terms, including agency arrangements and distribution agreements in Europe.
• Engaged by a global drinks/media brand on a key UK distribution contract.
• Worked with a leading international retailer’s international and wholesale teams, to draft template international franchise agreements, distribution, supply and agency agreements and then negotiated them with their partners in multiple jurisdictions.
• Engaged by a global drinks/media brand on a key UK distribution contract.
• Advised a highly exclusive international jewellery group in a dispute with a former sales agent.

We work closely with organisations to ensure that they do not fall foul of the Bribery Act 2010 by helping to implement adequate procedures into their businesses. Our team of experts are also highly experienced in successfully advising clients, both businesses and individuals, who have been the subject of such investigations.

• Advised and led on a project to deliver a wide range of compliance policies and accompanying training sessions to a real estate investor and developer, including on competition law, anti-money laundering, anti-bribery, data protection and document retention.
• Prepared and advised on policies and procedures covering anti-bribery and anti-corruption, gifts and hospitality, anti-money-laundering (AML), tax evasion, and insider trading / share dealing.
• Drafted anti-bribery and corruption policies for various junior mining, and oil and gas, exploration and production companies.

Our team has years of experience of guiding clients, across a wide range of sectors, through the drafting of collaboration agreements when they choose to work with another party on a commercial project.

• Advised a Cambridge-based materials science and technology company on a collaboration agreement for use of its technology and related exploitation of intellectual property rights with a global engineering consultancy.
• Advised on and prepared the contracts for Innocent’s joint development projects.
• Advised Studio Voltaire on a contract collaboration with Meta.
• Advised Shakespeare’s Birthplace Trust on a brand collaboration project in China.
• Advised Compton Verney on governance and international institutional collaboration and loan agreements.
• Advised a collaboration agreement requiring bespoke and tightly drafted confidentiality terms.
• Advised a well-known luxury womenswear label on brand collaboration partnerships as well as other commercial arrangements including supply and manufacturing.

Our team of diligent expert works closely with clients to fully understand their business. We have significant experience in reviewing and auditing both existing and prospective contracts in order to identify any omissions and areas of legal concerns. We take on projects on a one-off basis where clients require specific agreements or clauses to be looked at, and others where the due diligence may be part of a more comprehensive contractual overhaul, such as prior to an acquisition or sale.

• Due diligence in preparation for sale of a chain of nurseries.
• Worked alongside key stakeholders for a consumer electronics giant, to complete a review and refresh of commercial contracting and procurement procedures as well as standard contractual documentation and protocols, including standard sales and purchase conditions, standard NDAs, guarantee documentation and customer and supplier diligence documentation.
• Supported partners on GDPR compliance, T&Cs, and commercial due-diligence processes.

Certain businesses require third parties or employees for the introduction of new clients and/or contacts. We work with a number of these types of organisations, to draft and negotiate agreements to ensure that all parties involved understand the terms of returns in relation to any introduction made.

• Advised and negotiated a high-value introduction and commission agreement for a managed services provider.
• Acted on commercial partnerships, collaborations and referral/commission arrangements with a variety of businesses spanning the public relations, insurance, medical, information security (InfoSec), financial analysis, logistics and litigation sectors.

Confidentiality is a key issue for our clients, but there are very few relationships that impose automatic duties to respect it. We advise our clients on how best to protect themselves and their businesses, and draft confidentiality and non-disclosure agreements to best safeguard their information.

• Provided preliminary agreements, including confidentiality agreements, NDAs, CDAs, memoranda of understanding, heads of terms, and heads of agreement (MoUs/HoTs).
• Advised a renewable energy project developer on consultancy agreements and non-disclosure agreements.
• Drafted numerous non-disclosure agreements for artistes and entertainers.

When a business engages the services of a freelance/self-employed person to undertake some work, it is imperative that the correct contracts are in place. We work with businesses to draft and negotiate contracts that protect their key assets including their intellectual property. We are also on hand to enforce any terms that may have been breached, such as any confidentiality obligations and restrictive covenants.

• Negotiated the terms of a consultancy agreement for a leading international entertainer.
• Negotiated the terms of a consultancy agreement with a leading multi-championship-winning F1 team.
• Created a suite of antiquity purchase agreements for a start-up art consultancy.
• Negotiated a consultancy agreement on behalf of luxury, beauty and fashion eCommerce consultancy Atelier & Avenue.
• Supported a manufacturing plc with drafting consultancy agreements, distribution agreements, agency agreements and capital equipment purchase terms for supply and installation of new plant.

Our commercial lawyers guide both traders and consumers through consumer rights and advise them on potential remedies for defective goods and services. We also advise on digital products and content, and food labelling requirements.

• Full data compliance audit for a UK academic publisher who sells digital and physical products and subscriptions globally to business and consumer customers.
• Advising magazine, app and podcast publishers on how to comply with the consumer regime covering subscription products in the UK and reviewing sales copy/customer flows.
• Advice on consumer issues in advertising such as food labelling for major brands including Campbell Soup, Tropicana, Yum!, E&J Gallo and Anheuser Busch.

With a deep understanding of the data protection regime governing the collection and use of personal data in the UK, we regularly guide organisations that hold individuals’ data through their compliance obligations, to ensure that they avoid any criminal or civil liability; including privacy and data protection policies and the transfer of personal data overseas.

• Advised on privacy and image rights for several media platforms and video producers (included privacy impact assessment and controls over the right to be forgotten).
• Provided GDPR training for several clients alongside the Information Commissioner (ICO).
• Designed data breach protocols for clients to use in the event of data-leaks / cyber breaches.
• Advising the Lloyd’s Market Association on data protection and other issues relating to the key market-wide outsourced insurance administration services agreement for all Lloyd’s managing agents.
• Advised on complex multinational data-protection issues for a global project-delivery consultancy.
• Dealt with a national property search company on GDPR compliance including intra group contracts, data processing agreements, customer contracts and requisite policies.
• Advised on wellbeing books by therapists, helping to ensure the privacy rights of patients featured in case studies are protected.
• Advised owners of The Old War Office Hotel on GDPR compliance matters.

Our team of experts regularly draft and negotiate agreements for the hire and leasing of all types of equipment, and across sectors including telecoms, technology, and healthcare.

• Completing contract negotiations for strategic deployments of equipment and services with major network operators including Vodafone, Telefonica, Teliasonera, Turkcell, Vimplecom and Mobile TeleSystems.
• Leading negotiations for a global IP, video and broadband corporation on the sale of equipment and licensing of software to BT.
• Acquisition of multi-million-pound medical equipment for the private hospital sector.

We have considerable experience in drafting event management agreements that record and legally bind the project management of large-scale events, including festivals, concerts, conventions, and sporting events.

• Advised the Hampshire Cultural Trust on IP issues concerning it programme of events around the 200th anniversary of the death of Jane Austen.
• Acted for a leading events management company in relation to the Guinness Pan African Football Programme and staging of a Guinness-sponsored International Friendly Football Match in Africa, including drafting, negotiating and finalising agreements with FIFA registered match agents, national football associations, high-profile celebrity ambassadors and free-to-air and satellite broadcasters.
• Advised TBA Plc in relation to the provision of event services, VIP hospitality and private club experiences at global sports events including F1 Events, Rugby World Cup, Olympics, Ryder Cup (for clients including Liberty, McLaren F1, Red Bull, The FA, IMG, IOC, RWC, World Rugby and Diageo).
• Advised a global drinks/media company on e-gaming event contracts.

Our expert intellectual property lawyers work closely with clients to ensure that their technical know-how is safeguarded when another party is brought into the mix.

• Advised the Estate of Idries Shah on the exploitation of the Idries Shah copyright via third party publishers.
• Acted for a wide range of emerging and established artists and songwriters in their negotiations with all major labels and publishers (Sony, Warner and Universal) and established independents.
• Developed an IP rights exploitation strategy for a combined online radio station, artist agency and online download store for unsigned music.
• Advised on the setting up of a new record label, and all of its commercial contracts.
• Advising Sports Direct on various high-value commercial matters, including the commercial arrangements relating to the exploitation of the Rangers Football Club brand and the Stadium Sponsorship Agreement.

Every industry is different and some clients in certain industries require ongoing services to be provided. We understand these needs and work with these clients to produce comprehensive contracts that agree the general legal framework and key provisions for all future work between parties and individually tailor these so that the exact nature and scope of services provided/received and pricing structures may differ from project to project.

• Assisted an acquirer of a multi-million-pound high-profile hair transplant business to put in place a contractual framework for medical services to be supplied by surgeons.
• Advised on a complex framework agreement for business-critical customs and freight-forwarding services across Europe.
• Advised in relation to a pulp supply framework agreement for the supply of dissolving wood pulp produced in Brazil to various buyers within the client’s group. The agreement included complex quantity bonus provisions which were keenly negotiated.
• Ensured alignment between business operations, regulatory obligations, and contractual frameworks.

We understand the complexities of the franchising business. With vast experience advising both franchisors and franchisees, we advise on all aspects of the franchising process from guiding our clients through the key legal and commercial considerations in the process of both setting up and operating a franchise in the UK or overseas; the protection and enforcement of trade secrets, trade marks and other intellectual property rights; the preparation of franchise purchase agreements and standard franchise agreements; the negotiations of changes in ‘side-letters’; the formulation of detailed operating manuals to record business methods and trade secrets; right through to franchise disputes and the sale or transfer of the franchise.

• Advised Marriott in negotiating and successfully signing circa 20+ franchise agreements under various Marriott brands in the UK, Europe and Russia.
• Advised and negotiated on Leisurecorp’s exclusive franchise agreements for various international retail brands throughout the Gulf.
• International franchising for a luxury shoe brand.
• Advising a property fund on the terms of its franchise agreement for the conversion of a hotel into the Marriott Autograph line.
• Advised on franchise agreements under the Hilton brand.

Our commercial lawyers advise on a range of contracts across sectors such as telecoms, retail, sports, life sciences, and trade, and on complex issues such as limitations, exclusions, liability caps, variation, assignment and novation, and retention of title.

• Advised Synergy Retail Support on its logistical services contracts.
• Advised for Qomply Ltd, the financial reporting software, on its contractual arrangements with customers.
• Advised Zenova plc on warranties in relation to fire-resistant paint products.

• Advised Aveillant (patented technology in relation to Radar interference management equipment) in relation to the disposal of that technology.
• Providing IP and contractual and commercial advice for specialist football publisher Sidan Media (Kick Off).
• Advised on Starbucks’ global purchasing terms, acting on behalf of a household drinks brand.
• Advised on the commercial contractual terms of the strategic operating agreement for Morrisons’ expansion into online retail.
• Closing Motorola’s first $1 billion+ contract in Europe.
• Advised a Premiership Rugby Club in relation to the termination of both player and coach contracts.
• Advised an international consultancy services provider in relation to numerous government tenders, and negotiated awarded contracts.

We understand the importance of legal contracts to our clients and regularly prepare heads of terms/memoranda of understanding that set out general agreements in principal pending the full negotiation and drafting of final contracts.

• Provided preliminary agreements, including confidentiality agreements, NDAs, CDAs, memoranda of understanding, heads of terms, and heads of agreement (MoUs/HoTs).
• Created template MoUs for a vertical farming company.

Our experienced commercial lawyers understand that businesses can often achieve more by working together. However, we also understand that these joint enterprises need very careful planning to ensure that both parties are satisfied with the outcome. We have considerable experience in forming numerous types of JVs including new corporate vehicles, partnerships, and contract binding ventures, and advising on running them, selling them, or winding them down.

• Advised Tesco Mobile is a joint venture between Tesco and Telefonica.
• Advised on a multi-million dollar global joint venture between Intersection and Primesight in relation to the InLinkUK infrastructure project.
• Set up a joint venture between a UK student housing developer and an investment fund to invest £400m across Europe.
• Advised a global shipping firm on the terms of a joint venture from a competition law perspective guiding an automotive sector client through a UK merger control notification process.
• Advising a high-growth telematics company on the commercial aspects of its complex joint venture with the RAC and ongoing licensing arrangements.

Our specialist lawyers draft and negotiate agreements for the hire, leasing, and maintenance of all types of assets, from cars to computer equipment. Our team span sectors including technology, automotive, telecoms, hospitality, and aviation.

• Drafted and negotiated aircraft management, charter, and maintenance agreements.
• Drafted a suite of core lending documents for the asset-based lending division of a challenger bank and then additional documentation for its receivables, plant and machinery, inventory, property finance, bad debt protection and back-to-back lending facilities.
• Advised a leading property investment company on asset management agreements and associated duty of care deeds.

The assets of our clients vary widely, from data, to software, to equipment. Our experienced team work closely with clients to enable the preparation of licence documents to record the licensing that they individually require, alongside expert know-how documents for the licensee.

• Supported BBC Worldwide Limited (“BBCW”) on a number of projects dealing with the intersection between technology, content and data contracts and licences.
• Designed purchase and licence terms for IT hardware and software including negotiations with BT, Microsoft, Ingenico, Parkeon and BT. Provided creative escrow solutions for source code access.
• Advised an international publishing company on a variety of publishing arrangements, together with copyright and licensing advice for covermounts, including liaising with foreign lawyers.
• Advised vertical farming technology and research company Vertical Future on its ownership and licensing of data.
• Negotiated an ERP software licensing and services agreement for a national agricultural machinery company.
• Advised the Imperial War Museum on retail and licensing agreements.
• Advised a leading supplier of safety equipment in relation to the rolling out of licensing and distribution and servicing agreements for their equipment on a worldwide basis.

Our experts understand the importance of ensuring that the correct deliverables are in the right place at the right time. To help ensure our clients do not face any logistical problems, we ensure that our agreements address the planning and implementation of the efficient flow and storage of goods and document the transport/transfer and supply of services or data.

• Acted for Britvic plc on its logistics and warehousing arrangements with Eddie Stobart.
• Advised a global FMCG manufacturer in relation to its key warehousing and logistics contracts.
• Advised Synergy Retal Support on the acquisition and sale of robots for use in its and third-party logistics businesses.
• Advised Universal Music on warehousing and distribution of UK and EU physical music media.
• Advised a major drinks manufacturer on its warehousing and logistics contracts.
• Advised Clearbell Capital LLP in respect of various deals, most recently including (i) the disposal to Blackstone for £120M of the Cara portfolio comprising 22 logistics sites, (ii) the acquisition and related financing of 65 Kingsway (Grade II listed, Art Deco office building) and (iii) the purchase and associated funding of two Luxembourg SPVs which own retail parks in Stoke and Birmingham.

Whether seeking to source or to supply goods in the UK or abroad, our clients benefit from our team’s expertise in drafting and negotiating manufacturing agreements, purchasing agreements, and long-term supply agreements.

• Advised a well-known luxury womenswear label on brand collaboration partnerships as well as other commercial arrangements including supply and manufacturing.
• Acted for Britvic plc on a number of new contracts dealing with global brands owned by Pepsi.
• Acted for Associated British Foods in connection with a number of its supply contracts.
• Advised on commercial/IT/telecoms procurement, including services and supply contracts, for a major investment bank.
• Negotiating supply agreements on behalf of a semiconductor manufacturer in respect of the purchase of production critical parts.
• Advised Starbucks on entry into the Italian market with the construction of its flagship “Reserve Roastery”, a complex construction project to build a 25,000 sq ft manufacturing plant and high-end flagship store and customer experience in a listed flagship building in the centre of Milan (creation of legal entities, appointment of local advisors, negotiations with the institutional landlord for the building lease, planning, permitting, distribution, supply chain and warehousing, tax, financing, employment, events and marketing).
• Advised varied designer fashion labels (in the Gucci group and others) on all necessary commercial agreements for, inter alia, a men’s clothing range, a children’s clothing range, a leather goods range and a designer branded range for a high-street chain, ensuring that the brand identities were protected at every step of the process and that certain ethical manufacturing undertakings were met.
• Acted for Associated British Foods in connection with a number of its supply contracts.
• Advised on IATA standard contracts (ground handling, catering, jet fuel supply, security, engine leases).
• Acted for a UK specialist yacht builder in drafting and negotiating contracts for the construction of a number of one-design racing yachts including contacts with the race organiser, third-party builders and suppliers, sub-contractors, and the contracts for the sale and purchase of the yachts.

Our team of experts help clients secure future opportunities through well-structured option agreements that protect access to strategically important assets, providing certainty while preserving flexibility, and enabling clients to pursue development, investment, or acquisition plans with confidence and reduced transactional risk.

• Advised on initial film option agreement and subsequent screenplay writer’s agreement for ‘The King’s Speech’.
• Advising independent authors and artists in relation to publishing contracts, television option agreements and podcast deals.
• Assisted Shell future energies series B and C investments in Glasspoint Solar and associated joint development and option agreements.

The transfer of operational responsibility for a distinct business function or process to an external provider, though can come with benefits, can prove to be a legal minefield. We guide our clients through the contract process by not only designing contracts that deal with the transfer of assets and employees to the supplier but that also establish the correct service-level requirements for the supplier. We are also adept to managing the exit if and when the arrangement comes to an end.

• Advised Shakespeare’s Globe on its outsourced catering contract.
• Advised Tobacco Dock Limited on the outsourcing of its property management functions to Newmark.
• Acted for Suffolk Building Society in relation to the outsourcing of its IT functionality.
• Advised Neptune Oil & Gas on its outsourcing of IT functions to multiple providers.
• Advised Gigi & Olive, an online bridal accessories store on the outsourcing of its logistics functions.
• Advised Artorius Wealth Management on the outsourcing of their back- and middle-office functions to Pershing.
• Advised Waverton Investment Management on the outsourcing of functions to SEI.

The drafting of a partnership agreement is crucial to the future of a business in order to avoid any disputes further down the line. We work closely with clients in drafting such agreements, whether they are looking for a standard partnership agreement under the Partnership Act 1896 or looking to set up a limited liability partnership (LLP).

• Drafted a members’ agreement for a limited liability partnership (publishing business).
• Advised Telegraph Media Group on a variety of disputes and IP arrangements for its publications, including its sponsorship and partnership agreements for Telegraph Dating, Telegraph Equity release products and other white labelled partnerships.
• Advised a well-known US celebrity on brand collaboration partnership with a high-street fashion clothing chain.
• Managed and negotiated key procurement contracts for an online retail partnership between Ocado and Coles, in Australia.
• Acted for Great Ormond Street Hospital in relation to their corporate sponsorship and partnership agreements to fund the development of two of the major recent building projects. The first with Morgan Stanley, and the second with Whitbread.
• Advised on partnership between Ventrica and Clarks shoes to create a next-generation customer service model for Clarks.
• Advised Devon County Cricket Club on sponsorship matters including partnerships with Otter Brewery and MJ Baker Foodservice (a leading independent wholesale business).
• Protected superyacht buyers’ interests – for example, developing a limited partnership structure to prevent the loss of VAT-paid status on a chartered 38m Oyster and negotiating a bespoke builder’s warranty and refit contract to dovetail with the sale of a 31m Benetti.
• Advised a leading international chef on international hotel partnership possibilities.

Our expert commercial lawyers advise companies and individuals reselling goods that have been purchased from larger organisations to third parties via the internet or otherwise, producing clear and bespoke contracts to suit their business needs, including contracts on a licensed basis and as a value added reseller (VAR) agreement.

• Advised Expedia on its contractual arrangements with various third-party reseller entities.
• Created a full suite of trading T&Cs for a VC-backed provider of data extraction, transformation and visualisation services, including subscription terms, PoC terms, an acceptable use policy, an SLA, a data processing addendum, a reseller agreement, a referral partners agreement and a professional services agreement.
• Drafted and negotiated a reseller agreement between the client, the provider of an add-on to a market-leading support services infrastructure platform, and the platform provider itself.
• Advised on strategic alliances and partnerships, including a global automotive services company, in connection with its reseller agreements.
• Advised a provider of cyber security services on its key contractual matters, including updates to its template terms to strengthen the client’s contracting position, negotiating amendments to the terms, and drafting a reseller agreement to enable a third party to resell the client’s products in an offshore jurisdiction.
• Drafted hardware and software EULAs, support agreements, and SaaS reseller agreements for an multinational technology provider.

Our specialist team tailor contracts for all business types to ensure that business needs and property are protected as stringently as possible through their terms of business. With vast experience in advising businesses operating in traditional or ecommerce settings on the drafting of terms and conditions, we help clients establish trading terms, streamline processes, and reduce operational risk.

• Acted for the Chartered Institute of Procurement & Supply (CIPS) on copyright infringement claims and contract drafting.
• Assisted by reviewing and updating standard terms used by BBC worldwide and its (then) global news subsidiary for the placement of digital, TV and multi-platform advertising transactions.
• Advised numerous providers of training courses on the terms and conditions for the supply of their services and the engagement of their trainers.
• Advised a client specialising in energy trading and battery management on a template services agreement, template introducer agreement, and terms and conditions for the supply of commercial batteries.
• Advised on the commercial contractual terms of the strategic operating agreement for Morrisons’ expansion into online retail.
• Prepared online terms & conditions for various ecommerce businesses.
• Acted for online retailed notonthehighstreet.com on various legal issues relating to their business, including B2C terms, IP protection & enforcement and consumer law.
• Advised luxury shoe brand Malone Souliers on online marketplace terms.
• Assisted on a review of the Thoroughbred Breeders’ Association’s standard terms for a member mare boarding agreement and the industry-standard terms for the sale of stallion nominations, on both 1st October and Live foal terms, and an outline foal share agreement.
• Drafted and advised on compliance in respect of B2C consumer terms for a variety of platforms, including information only sites (e.g. Martin Lewis’ Moneysavingexpert.com), online marketplaces, facilitation and crowdfunder sites. Work included crafting customer relationship documentation, including T&Cs, delivery, cancellation and returns policies and privacy notices.
• Advised on terms and conditions in relation to the planting of cricket ball willow trees and supply of cut timber to cricket bat manufacturers.