Commercial Law

Channel to Market

Which is the appropriate structure to adopt? Key to this analysis is not only what your current needs are, but how you perceive that relationship to develop in the future. For example, if you are breaking into a new territory for the first time, you may wish to start with an distribution relationship, to take advantage of local knowledge, which may then develop into a joint venture with your distributor, followed by a possible outright purchase of the joint venture vehicle.

Only once we have analysed these plans with you, we start to implement the structure so that there is a clear and simple transition between the stages, and identifiable exit routes should the progression not proceed to plan.

Channels to market include:

  • Representative Agency
  • Agency
  • Distribution
  • Joint Venture
  • Franchise
  • OEM arrangements
  • Product licensing
  • Establishment of a sales subsidiary
  • Multi level marketing

There are issues which arise from each of these structures, and we take the time to inform you of the pros and cons of each. We also help with specialist topics such as brand protection, transfer pricing, competition law and regulatory issues.

Commercial Contracts

Businesses need standard documents for day to day contracting. Before we start drafting, we take the time to assess your business’s needs. Our contracts are practical and clear, and balance the commercial needs of protecting your interests, without getting in the way of deals. We go out of our way to make your standard sales contracts an asset in the sales process.

We like to understand your internal processes, to ensure that the documentation ties in with them, and will suggest changes where necessary to increase your protection.

A typical set of sales documents will include:

A “pre-sales” agreement

A very simple one page agreement which protects you against staff poaching, protects you against your customer’s use of any work you provide prior to the contract (e.g. a specification you draw up) and covers confidentiality and the use of sample materials.

A standard sales contract

A user friendly document which has all the variable terms (for example, description of deliverables, date of supply and price) on the front page, together with the signature boxes. The main terms themselves are overleaf. We and our clients believe an agreement in this format is much less likely to lead to the customer referring the agreement to their legal department than one with signatures at the end, in the traditional way!

Optional sections

Depending on your business, such as an end-user software licence, a general consultancy agreement, a hardware maintenance agreement and a software support agreement. These are designed to be easy for your contracts/sales staff to insert as appropriate.

We work with your production departments to ensure that the agreements are formatted in your company style, and are happy to provide them in electronic form for easy internal re-use.

Finance Contracts

We also handle the standard finance documents you may require in your day-to-day business, including:

  • Loan notes
  • Security (debentures/mortgages etc)
  • Facility documentation
  • Factoring agreements
  • Invoice discouning and receivable arrangements
  • Leasing and finance agreements
  • Financial instruments
  • Hire and conditional purchase agreements

We have experience of dealing with and negotiating fund management agreements, including complex agency and fiduciary arrangements, and with a wide range of counterparties, including public and private sector pension funds and company treasury departments. This work includes working with US Lawyers to ensure that ERISA standards are complied with for US clients and working with Canadian lawyers on work involving Canadian pension funds. We have also negotiated ISDA and IFEMA contracts with banks such as Goldman Sachs and Deutsche Bank, including complex collateral warranty and side-letter arrangements to allow our client to establish a prime broking facility and to act as agent in banking transactions on behalf of its own customers.

For more information, contact Andrew Katz.

Team

From the blog