commercial agreements

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	building brand equity		Our commercial clients range from owner-managed start ups to multi-national companies. We advise these clients on commercial law issues ranging from brand protection to the hiring of national sports arenas and from standard terms and conditions of trade through to pan-European master services agreements. By instructing White & Black, our clients ensure that the contracts which govern their business relationships are negotiated by experienced specialists who practise in commercial law every day of their working lives. By adopting a collaborative approach with our clients, we are able to provide practical commercial advice in addition to great legal advice. We are our clients’ trusted advisors and are a valued addition to the project team. White & Black understands that commercial agreements regulate the relationships which are responsible for ensuring the continued success of our clients’ businesses. Through our extensive in-house experience we recognise that legal agreements must accurately reflect the deal. Our lawyers’ knowledge of our clients’ businesses enables us to gain a keen appreciation of both their commercial objectives and attendant risks from the outset. We are regularly instructed to advise clients on their key commercial contracts and have developed a reputation for our practical approach to commercial law. As technology specialists we recognise that the business environment is changing and we have structured the way in which we liaise with our clients to ensure we provide advice in a collaborative manner. White & Black advises commercial organisations of all sizes across a broad spectrum of commercial law, Including the following: technology licence agreements; franchise agreements; VAR and other reseller agreements; master Services Agreements; TV production and broadcasting agreements; stadium hire agreements; sponsorship and merchandising agreements ; image rights agreements; white label agreements; agency and distribution agreements; standard terms and conditions; research, development and collaboration agreements; and web design and development agreements
	commercial agents & distributors
	franchising
	public procurement & contracting
	software development
	supply chain management
	technology licensing

building brand equity
The goodwill attached to a company’s brand is perhaps the most important intangible asset that it can have. A company’s brand equity represents the value which the company places on the reputation of its brand in the marketplace.

Building brand equity is a process which starts from the company’s inception with the decision on what name to use for the company. White & Black assists companies in all aspects of building brand equity (and its protection and exploitation) including the following:

trade mark registration;
domain name registration and domain name disputes;
vesting of intellectual property;
the licensing and franchising of IP;
brand protection in commercial agreements;
trade mark infringement and passing off;
IP disputes; and
company formation and registration and compliance.
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commercial agents & distributors
Many businesses appoint agents or distributors to ensure their goods or services reach as wide an audience as possible. The distinction between an agency and a distributor relationship is an important one as, in law, an agency generally has more onerous provisions than a distribution appointment.

In certain circumstances, an agent is afforded protections under the Commercial Agents (Council Directive) Regulations 1993 (the “Regulations”). The definition of “commercial agent” under the Regulations is quite wide and open to interpretation.

The effect of the Regulations is to afford greater protections to agents in relation to commission payments and the termination of the agency, thus often rendering an agency arrangement less attractive to the supplier.

When deciding to appoint a third party (as agent or distributor) the following will help to establish whether an agency or distributorship is being created

the remuneration of the third party (will they be entitled to charge a mark-up on the price paid or will the price be stipulated by the supplier with the third party receiving a commission payment);
which party will be entering into a contract with the ultimate customer; and
will the third party be required to purchase goods in its own right.
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franchising
Franchising has become increasingly common with the globalisation of business as companies seek to build their brand equity across new markets.

Franchising occurs when an established business (the franchisor) grants a third party (the franchisee) the right to trade under its business name and to sell the products produced, or to deliver the services provided, by the existing business in return for a fee.

A franchisor will usually create franchises over defined geographical areas and the franchisee will have the right to sell the franchisor's products or services of the franchisor in that area using the brand name of the franchisor.

A franchise agreement will often have extremely detailed provisions covering items such as the following:

the use of the franchisor’s brand;
ownership of brand equity created during the franchise;
product pricing; and
marketing and advertising.

At White & Black we can guide you through the complexity of these provisions by providing specialist, commercial advice in plain English.

public procurement & contracting
White & Black has significant experience advising clients through the tender process for the procurement of services by public bodies.

There are many obligations placed on public authorities in the procurement of services. By instructing a lawyer who has a working knowledge of the regulations governing procurement (including the minimum time limits used for the various award procedures available, the application of the selection criteria put in place by the public body and the obligations placed on the public body during the post-award stage) our clients ensure their tender will have the greatest chance of success and that any discrepancies in the selection process can be identified and dealt with in the appropriate manner.

We can advise on available exemptions and on compliance with the principles and rules for co-operation and competition issued by various contracting authorities, such as the NHS.

software development
In today’s global economy the development of software is no longer solely an in-house task. Software development, whether in proprietary or open-source formats, is now being off-shored to India, Eastern Europe, South Africa and elsewhere. Whilst it may be relatively simple to procure software development services, how do businesses know what they are about to sign up to? Project management, specification schedules, change of control procedures and scope/project creep are just some of the challenges of software development which we can guide you through.

More and more software development agreements rely on agile processes and the deployment of methodologies such as SCRUM and XP (Extreme Programming). These are not for the feint - hearted but can often deliver the best results for cutting edge software or start-up environments. At White & Black we not only have expertise in the drafting of software development agreements but we have first hand experience of procuring such services and managing software development projects.
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supply chain management
In the course of business, many companies sub-contract some or all of their obligations to third parties. This is usually known as sub-contracting.

Before deciding whether to sub-contract to a particular sub-contractor, a company must undertake a certain amount of due diligence to see whether the sub-contractor can provide the services being asked of it. It is important that these talks take place in a confidential manner, which will require the parties to enter into a non-disclosure agreement.

In order to effectively sub-contract services, a company needs to ensure that any obligations placed on it within the contract are tracked through to the agreement which it has with its sub-contractor.

White & Black has significant experience in drafting master service agreements for each different level in the supply chain and advises clients on risk and liability issues in such agreements where sub-contracting is anticipated.

technology licensing
The commercial exploitation of technology doesn’t just occur when you own it. Significant commercialisation of technology can occur in the giving and the taking of certain rights in the technology, usually in the form of a licence. Licences usually offer lower total costs of ownership and can enable a quicker route to market by taking advantage of someone else’s development time.

Licensing is not without its complications. Licensing by its very nature means that the licensee is reliant on an ongoing commercial (and legal) relationship with the rights owner and therefore careful consideration must be given to the conception of that relationship. Such licences can be restricted to specific geographic scope, uses and duration. Careful consideration of these can make licensing a highly effective way of exploiting intellectual property.

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commercial agreements