Commercial Agreements: Drafting, negotiating and reviewing

Ensure your commercial agreements protect your interests

Commercial contracts are private agreements between one or more parties for the purpose of creating rights and obligations for all involved.

 

They fulfill the function of guaranteeing and complying with the agreed conditions. These agreements can be with customers, suppliers, partners and other interested parties, and allow transactions, business and all kinds of operations to be delivered.

Contract Options

The first thing to do when drafting or revising a commercial agreement is to be clear about the services to be provided under the contract. This will frame the document in one of the following forms and purposes:

 

  • Agency Contract
  • Distribution Agreement
  • Confidentiality Agreement
  • Lease Agreement
  • Partnership Agreement
  • Sale and purchase Agreement
  • Franchise Agreement
  • Leasing Agreement
  • Service Provider Contract
  • Guarantee Contract
  • Loan and Credit Agreement
  • Terms and Conditions

 

Once this has been defined, the team at Lexidy LegalTech Boutique will know which standard clauses to include and how to draft them according to the preferences and interests of our client. Importantly, the client will always have the last word and final decision on contractual matters.

What are the requirements?

To engage into a valid commercial agreement, the signatory parties must ensure that the following are met:

  • Consent must be given by both parties.
  • Both parties must have the legal capacity to exercise their rights.
  • The type of performance must be lawful and in accordance with the law.

Process of getting a Commercial Agreement

Every commercial agreement is different and the approach is flexible but generally speaking it follows the below steps.

 

  • Meet with the client to understand and clarify the contract’s purpose and the services to be provided.
  • We create a first draft that is algined with the client’s intersts and respects current legislation. The exact form depends on the client’s position in the contractual relationship.
  • The first draft is presented to the client, who may suggest modifications and/or additions they would like included.
  • If necessary, we will assist or even represent the client in any negotiations regarding te contract with the other parties. This will continue until the final version of the document is produced.
Lexidy is a modern, dynamic, and innovative law firm. We always put customers at the center of our work and do our best to give an exceptional experience. Our expertise in Spain and Portugal allows us to solve complex problems thoroughly and cut all the risks before they may happen.
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How can a lawyer help me?

Contracts are important in commercial matters. They are a written document that reflects the obligations and responsibilities assumed by each of the parties involved. It is essential that the agreements are drafted in a clear and logical manner so that there are no doubts about the terms and conditions.

 

On the other hand, many contracts have a specific framework and therefore specific clauses must be included and terms or provisions must be considered, like INCOTERMS in transport or supply contracts. There’s also the contractual consideration given to time, quantity or indemnity limits.

Moreover, drafting a commercial contract is usually not a task reserved for just one party: often there is a negotiation process in which different versions are drafted, according to the preferences of each signatory. 

At Lexidy, our corporate lawyers have the technical and legal knowledge to prepare this type of document, in accordance with the necessary standards and, of course, with the client’s best interest as the reference point. 

A lawyer will be the appropriate professional to support the client’s claims during a negotiation process and will have the legal expertise to answer, and if necessary rebuff, the opposing party’s amendments.

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Frequently Asked Questions

You should never sign a contract without having a lawyer reading it first. It’s unlikely you will have in-depth specialist knowledge of the contract or the country where it applies. It is much better to have the help of a professional.

Terms and conditions that are found on the Internet are very general and are not adapted to the specific services of any specific person. Much less, they are very unlikely cover all the possible scenarios that your business may face.

We would always always recommend the counsel of a legal expert.

Spanish law provides for the following contractual remedies:

  • Unilateral termination of the contract if the breach is essential to the contract and is intentionally breached.
  • Remedies of imposed conduct. For example, in consumer sales this incldues repairs and replacements.
  • Remedies of money, such as damages or price reduction.
  • Remedies of ineffectiveness, even if it’s temporary.

With damages, usually there is a payment of a sum of money that’s sufficient enough to compensate the injured party for breach of contract.

The amount of compensation depends on the lost incurred during the breach of contract or the time taken to restore the situation to normal.

In the event of breach of contract and termination of the contract, both the expenses incurred and even, sometimes, the profit that was lost, are considered as damages and are fully recoverable.

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Rick Kleinhans
Rick Kleinhans
13:03 27 Apr 22
Lexidy has been a lifesaver. The entire team has helped us so much on different matters both personal and corporate. Isabel in correcting an error by a previous accountant that was costing us an extra €1000 every month in social security payments! Jose with various matters and tax advice. Diego in helping us get documents notarized in Valencia even though he is based in Madrid. I cannot recommend them enough!
Aleksandar Vorinski
Aleksandar Vorinski
08:12 25 Apr 22
I recently purchased apartment, got NIE and opened bank account with their help. I m satisfied with their service, they are accurate and responsible.
W
W
17:31 24 Apr 22
I’ve dealt with hundreds of solicitors through business over the years but I must say Cristina and Lexidy Law are really something special. Responsiveness, proactiveness, knowledge and professionalism is, quite frankly, outstanding.M.
Sarah Taylor
Sarah Taylor
11:03 31 Mar 22
Lexidy did an amazing job setting up our company in Spain, which was a complicated and lengthy affair which they handled with patience and professionalism. Their ongoing tax, accounting and payroll services have been greatly appreciated. Friendly and professional team with perfect English. Highly recommended!
Jonas Hendrickx
Jonas Hendrickx
15:50 03 Dec 21
The labour law advice I was looking for. Delivered the answer quoting the law texts in Spanish as requested to make sure I was actually getting the correct answer for my question!These people are worth your money.
Kristen Wilkinson
Kristen Wilkinson
14:53 20 Oct 21
Update: While all of the initial responses were pretty quick, they started getting busy, so I had to constantly follow up. We have since sought assistance elsewhere.My husband and I plan to move from the USA to Porto, Portugal in the spring/early summer of 2023. We didn't know where to start or what to expect. I searched online and found Lexidy Law Boutique. Their website is intuitive, informative and inviting. I emailed the office and Lidiane responded within a few hours. Based on the information in my email, she emailed us appropriate information on our situation. She was very professional and offered to set up a web call if we wanted to. We ended up having our web call today and will be starting our journey of becoming Portuguese citizens. She informed us of the first steps, all of the documentation we need and what the law firm can do for us. Right after our call, she emailed us detailed information regarding pricing and what is entailed in that pricing. So far, the beginning of our journey is a positive one.
Parisa Fardad
Parisa Fardad
05:20 21 Sep 21
I have started to work with this company which was my friend recommendation. My first experiences have been very good. They are responsive, friendly and cares about their costumers.
Thijs van de Laak
Thijs van de Laak
05:16 15 Sep 21
I experienced good, constructive and accurate service by Lexidy in composing my SHA. Thanks Hector and Samual
陳震東
陳震東
07:43 08 Sep 21
Samuel is very professional and patient. Really appreciate.
Erik van der Linden
Erik van der Linden
00:01 08 Sep 21
I contacted this company regarding a Labour dispute with a former employer. I quickly got an honest response that according to Spanish Labour laws, nothing could really be done anymore. Impressed with their swift, direct and honest opinion, I explained this was a very unusual case and would like to hire their services. Again I got a swift and direct answer that they did not deal with those kind of cases. Rather than milking a client, they showed admirable integrity by turning down the case…. a rare quality these days. My compliments.
Signore Raffaele
Signore Raffaele
12:53 07 Sep 21
The service I have received from Hector has been extraordinary.He has helped me opening bank accounts, managing my NIE and setting up my company's branch in Spain.I am very grateful for the help and the exceptional treatment and management.I won't hesitate to contact him again for any other business I may need.
ZULFU S.R.O
ZULFU S.R.O
16:40 04 Sep 21
We used Lexidy to help establish our company in Spain. The whole team and especially Samuel, were very helpful and professional. Their customer service is excellent. Prices are reasonable. Highly recommend.
Darren Doody
Darren Doody
17:40 02 Sep 21
Professional Lawyer service which fits around the client. Thank you Max for the expert advise. You have put our minds at rest and look forward to working with you. Definitely would recommend this company.
Greg O'Brien
Greg O'Brien
14:16 01 Sep 21
In Lexidy I found the perfect partner for meeting my legal needs. Establishing a company can be a difficult task at the best of times and is made even more complex when you are doing this during a pandemic and in another country. Lexidy and in particular Hector Lopez Vazquez made this a simple and efficient process for me. Hector was professional, friendly, responsive and very supportive throughout the whole process. I would have no hesitation in recommending Lexidy and Hector to anyone with similar requirements.
Somi Nokarizi
Somi Nokarizi
13:34 13 Aug 21
I highly recommend you to cooperate with Lexidy! For me as a lawyer by education finding a trustful law firm was not really easy! In Google you can find many of ads and checking all of the companies when you are in the country and you don't want to work with scammers it could be challenging. Since I found Lexidy from the first online meeting that I had was clear for me LEXIDY has a perfessional team, transparent , responsive and trustfull ! They helped us to firm a new company in portugal and we got legal consultation for migration and realestate subject which was great and completely fullfill our basic needs to plan for future! Having right legal assistance means a lot when you are a newcomer in the country!
Jay G
Jay G
10:18 13 Aug 21
Had a very informative and productive conversation with Lidiane (for free) which was scheduled soon after my initial D7 visa enquiry (lodged via their website). Lidiane clearly has expertise in this area and was extremely generous with time and openly offering her advice. Not just that, she was extremely pleasant to talk to. TY !
Lauren Meyer
Lauren Meyer
16:21 10 Aug 21
My dream of living in Spain came true not only for me, a U.S. Citizen but also for my boyfriend who is a Guatemalan Citizen. They were able to help us both get approved by helping us with the paperwork needed by working with both countries. I can't say enough positive things about this company and how we will be forever grateful to Lexidy. Especially Max! Thank you!
Gail Robinson
Gail Robinson
18:48 05 Aug 21
Lexidy guided us through the purchase of an apartment in Barcelona. It was quite complicated; we were in New York and because of the pandemic had to do everything remotely. This would have been impossible without the sound advice--in English!--and help of various lawyer at Lexidy, particularly Alejandro Cano. They even inspected the apartment because we couldn't see it in person and arranged for us to open a bank account. Since Lexidy is the only law firm i Barcelona we've worked with, I can;t compare them to others there but working with them was certainly easier than dealing with U.S. law firms. Highly recommended!
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