As well as referring business to suitable solicitors, we undertake certain types of legal work ourselves.
Most of our consultancy work falls into one or more of the following categories:
- preparing website legal notices;
- drafting and negotiating agreements that embody particular transactions, deals and arrangements;
- drafting standard terms and conditions;
- specialist legal advice;
- trade mark services; and
- domain name dispute representation.
We have particular expertise and experience drafting and negotiating the following kinds of contract.
An agent is a person authorised to act on behalf of another person (known as the principal). Specifically, the agent will be granted the power to enter into and/or modify and/or terminate contractual relations with third parties on behalf of the principal. Under the law of agency, an agent owes a fiduciary duty to the principal - that is, a duty to act in good faith and in the best interests of the principal. There are a great variety of different kinds of agency agreement. In the UK, agency arrangements involving the grant of a continuing authority to negotiate the sale or purchase of goods will usually be subject to the terms of the Commercial Agents (Council Directive) Regulations 1993, and relevant agency agreements should be drafted to take account of these Regulations.
Whilst obligations of confidence can arise where there is no confidentiality agreement, it is often advisable to define exactly the scope of the confidentiality obligations in a contract. What information is confidential? In what ways can the confidential information be used? Must the confidential information be kept securely? When can the confidential information be disclosed to others? A written confidentiality agreement can answer all of these questions. Confidentiality agreements can be unilateral or mutual. Confidentiality agreements are sometimes called non-disclosure agreements or confidential disclosure agreements.
A consultancy agreement is a type of agreement for the provision of services. The typical consultancy agreement is relatively straightforward: in consideration for the payment of the consultant's charges (which may be fixed or variable), the customer will expect the consultant to provide assistance, advice, training, information and/or documentation or other deliverables. Issues that need to be considered include the apportionment of liabilities between the parties, the ownership of the intellectual property rights in the consultant's work product, the circumstances in which the agreement may be terminated, and the consequences - for both the consultant and the customer - of early termination.
Distribution agreements may be exclusive, sole or non-exclusive. In an exclusive distributorship, the distributor is the only person who may market and sell the products in the relevant (usually territorial) marketplace. In return for granting an exclusive distributorship, the supplier will usually expect the distributor to sign up to some kind of performance obligations. In a sole distributorship, the supplier also retains the right to market and sell the products in the relevant marketplace. In a non-exclusive distributorship, the supplier may appoint - and may have appointed - other distributors in the same marketplace.
Under a franchise agreement, the franchisor grants to the franchisee a bundle of rights enabling the franchisee to operate the business of the franchisor in a particular (usually territorial) marketplace. The rights granted may include the right to use the franchisor's trade marks and business materials, the right to purchase products and/or services from the franchisor, the right to receive training and support from the franchisor, and so on. Franchise arrangements are usually long-term, and the parties need to think carefully before committing to them. It is very important that the parties have a proper franchise agreement in place.
Internet agreements include agreements relating to web design and development, hosting, maintenance and support, search engine optimisation, email marketing, hosted service provision, and so on. In addition, website legal notices (such as website terms and conditions, and privacy notices) fall under this heading.
Intellectual property agreements:
Intellectual property (IP) rights include patents, copyright, trade marks and designs, as well as a host of more specialist rights. IP rights can be licensed, assigned, charged and otherwise dealt with, in similar ways to real property. Common sorts of IP-based agreements are IP assignments, trade mark licences, publishing agreements. Of course, many agreements that focus on other matters also include IP provisions.
Under a manufacturing agreement, the fact that the manufacturer will produce products specifically for the customer means that a close working relationship is often needed. Products may be produced to a design created and/or owned by the customer, a design created and/or owned by the manufacturer, or a design developed jointly by the parties. A manufacturing agreement can help create the conditions for a good relationship between manufacturer and customer, by providing for minimum purchase commitments, sensible forecasting, a clear order process, and so on.
Publishing contracts include author agreements, editor agreements, contributor agreements, artwork agreements, co-publishing agreements and so on. They are largely concerned with the licensing - and sometimes assignment - of copyright from creators to businesses that exploit the copyrights. In many cases, the rewards of exploitation will be shared with creators through royalty payments.
Sale and supply agreements:
Agreements for the sale and supply of products are subject to a certain amount of special legislation, such as the Sale of Goods Act 1979. Where consumers are the customers, then these contracts are subject a to a further raft of legislation, such as the Unfair Terms in Consumer Contracts Regulations.
Software and IT agreements:
There is a great variety of software and IT agreements, such as software development agreements, software licences (including end user licences or EULAs), application service provider agreements, hardware and software maintenance and support agreements and escrow agreements.
The basic subject matter of a services agreement is the exchange of money for services - whether they are professional services, trade services, manual services, or other kinds of services. As well as this basic exchange, a services agreement may need to deal with project management, the use and storage of equipment and consumables, IP rights /or confidential information. There are a huge number of different kinds of services agreements.