Core practice area
Commercial contracts and contract negotiation
Contracts are the backbone of a business. They determine what you must deliver, what you will be paid, who bears the risk when something goes wrong and how you exit a relationship that does not work. We draft, review and negotiate commercial agreements with a focus on the terms that actually affect the deal.
When is advice needed?
- You are entering into a new agreement with an important customer, supplier or partner.
- The counterparty has sent its standard terms or its own draft.
- You want your own general terms and conditions or contract templates.
- An existing agreement is to be renegotiated, renewed or terminated.
- The transaction involves a foreign counterparty or foreign law.
- A disagreement has arisen over how an agreement should be interpreted.
Types of agreement we work with
Supply and purchasing agreements
Specifications, delivery terms, quality, warranty, notice of defects, liquidated damages and liability for consequential loss.
Distribution and reseller agreements
Exclusivity, territory, minimum volumes, pricing, marketing and competition law constraints.
Agency agreements
The agent's authority, commission and the mandatory rules on indemnity under the Swedish Commercial Agency Act.
Collaboration agreements and joint ventures
Contributions, governance, decision-making, ownership of results and what happens when the parties part ways.
Confidentiality agreements
Definition of confidential information, permitted use, term and consequences of breach.
Consultancy and services agreements
Scope of work, acceptance, fee model, intellectual property in deliverables and liability.
Licence agreements
Scope of the licence, exclusivity, royalties, control and rights to improvements.
International business relationships
Governing law, dispute resolution, delivery clauses, currency and enforceability when the counterparty is abroad.
The terms that decide the deal
In every agreement we focus on the provisions with the greatest impact on your risk and profitability:
- Performance
- What is to be delivered, when, to what standard and how delivery is accepted.
- Remuneration
- Pricing model, price adjustments, payment terms, late payment interest and security.
- Liability
- Remedies for defects and delay, limitations of liability, exclusion of indirect loss and insurance.
- Term and termination
- Duration, renewal, notice periods and the right to terminate for material breach.
- Confidentiality and intellectual property
- Who owns what is created and how information may be used during and after the agreement.
- Dispute resolution
- Choice between courts and arbitration, governing law and escalation procedure.
Questions and answers
Is it enough to use the counterparty's standard agreement?
Often it is, but standard agreements are written in favour of the party that drafted them. A review shows which terms should be negotiated and which are acceptable.
Can you represent us in the negotiation itself?
Yes. We can negotiate directly with the counterparty or support you in the background with negotiation briefs and proposed wording.
Which law applies if the agreement is silent?
This is determined by private international law rules, within the EU primarily the Rome I Regulation. The outcome may be unexpected, so governing law should always be stated expressly.
Do you work with agreements in English?
Yes. We draft and review agreements in both Swedish and English.
Related services
Corporate law & ownership
Ownership structures, shareholder matters, board and general meeting.
Mergers & Acquisitions
Sale and purchase of shares or businesses – from letter of intent to closing.
Shareholders' agreements & buy-outs
Rules between shareholders and orderly exits when ownership changes.