Contract law

We represent midsize and industrial companies as well as suppliers concerning all contract law issues.

Collaboration in international transactions normally begins with the conclusion of a non-disclosure agreement or NDA. These nondisclosure agreements must be reviewed with particular care since they can contain language that under some circumstances cannot be renegotiated later. These might include, for example: contractual penalties that can accrue repeatedly and add up to €1 million or more; transfers of patent rights before it is clear whether there will actually be collaboration; the choice to apply laws about which one has no knowledge (e.g. the law of Singapore or Australia); or an arbitration clause that forfeits access to normal legal remedies.

The conclusion of the nondisclosure agreement is often followed by a „letter of intent“ (LOI). Here, too, there must be a review on a case-by-case basis whether this should be a nonbinding document or whether non-adherence to the letter of intent could trigger compensatory damage obligations or obligations to reimburse expenses. Depending upon the project, expenses can run into the hundreds of thousands of euros. According to the German Supreme Court, there must be a case-by-case review to determine whether binding agreements were actually made, i.e. whether a preliminary contract or perhaps even a binding primary contract was concluded.

Normally, negotiations for concluding a quality assurance agreement (QSV) will proceed closely thereafter. This quality assurance contract can very quickly trigger compensatory damage obligations on the part of suppliers, e.g. where the supplier commits to quality assurance methods that the supplier firm does not actually use. In addition, the supplier’s compensatory damage liability can be predicated on meeting quality goals to which it has committed but which it is technically incapable of achieving.

In addition to the documents referred to above, we will assist you in drafting, reviewing or negotiating the actual supplier contracts, master contracts and framework contracts.

We can, of course, represent you with regard to any subsequent disputes both out of court as well as in independent evidence gathering or in in-court proceedings.