Commercial contracts
Legal advice on commercial contracts
Commercial contracts form the legal backbone of business activity. Every commercial relationship is based on an agreement that directly affects economic risk, liability exposure and operational continuity.
The use of generic or outdated templates may create ambiguity and lead to costly disputes. The risk is even greater when domestic models are replicated without adapting them to an international context.
The firm, based in Brescia, assists companies in drafting, reviewing and negotiating commercial contracts, with an approach tailored to the specific sector and transaction involved.
Why commercial contracts require careful attention
When a contract is unclear or not aligned with the company’s actual operations, significant economic and organizational consequences may arise. Qualified legal assistance in commercial contracting therefore represents a strategic investment aimed, among other things, at:
- reducing legal risk: a well-structured contract clearly defines responsibilities, penalties and guarantees, limiting exposure
- preventing disputes: clear drafting reduces grey areas and helps avoid litigation
- improving operational efficiency: clauses are tailored to the client’s business model and facilitate day-to-day management of long-term relationships
- properly managing international relationships: clarity of terms, and well-drafted clauses on governing law and jurisdiction, reduce uncertainty in cross-border transactions
A well-drafted contract is an effective legal risk management tool. It helps prevent conflicts, reduce costs and time in dispute management, and protect the company’s position even in contentious situations.
Drafting, reviewing and negotiating commercial contracts
In line with the entrepreneur’s objectives, the firm handles the preparation, review and negotiation of both typical and atypical commercial contracts, tailored to the specific business reality, sector and contractual relationships involved.
Usual activities include:
- drafting of commercial agreements: defining scope, pricing structure, duration, termination, limitation of liability, confidentiality and non-compete clauses, warranties and risk allocation
- reviewing existing templates: analyzing contractual content, identifying critical issues and adapting agreements already in use to current business needs and applicable regulations
- negotiation assistance: reviewing counterparty proposals and suggesting amendments to safeguard the company’s interests; when necessary, assisting in the renegotiation of existing agreements to maintain a sustainable contractual balance
Learn more about legal consultancy for businesses.
Tailored contracts for national and international business
Italian law grants broad contractual freedom, allowing parties to define the content of their agreements. This makes it possible to structure tailor-made contracts for innovative, complex or non-standard transactions. The Firm assists clients both in the drafting and review of typical contracts governed by statutory law and in the preparation of atypical or mixed contracts tailored to the specific needs of the transaction.
Drafting atypical or mixed contracts requires a more in-depth legal analysis, as there is no comprehensive statutory framework governing these agreements. It is therefore necessary to prevent interpretative gaps and ensure a proper balance between the parties’ obligations and the allocation of contractual risks.
We support companies in choosing and drafting the most appropriate type of contract and, thanks to the dual Italy–New York qualification and bilingual capability, contracts can be drafted or negotiated directly in English. In commercial practice, certain types of contracts recur more frequently and represent a significant part of the firm’s activity in contract drafting, review and negotiation.
Some of the main commercial contracts used in business-to-business relationships are outlined below.
Agency agreements (agenzia)
Agency agreements require careful regulation of commissions, territory, exclusivity, non-compete obligations, notice periods and termination indemnities.
This type of contract is governed by statutory provisions and must comply with both national and supranational regulations, including EU competition law on vertical agreements. Special attention is required when structuring international agency agreements.
Construction and service contracts (appalto)
Drafting and reviewing contracts for works and services, with detailed regulation of scope, technical specifications, timelines, payments, progress reports, penalties, variations, testing and management of defects.
The allocation of responsibilities between principal and contractor is particularly delicate, especially regarding safety, warranties, protection against delays and breaches, and prevention of disputes related to performance, defects and termination.
General terms and conditions of sale
Drafting B2B and B2C general terms and conditions, including limitation of liability clauses, delivery terms, warranties, retention of title and claims management provisions, all essential in preventing disputes.
Critical issues often arise when companies attempt to use the same general terms in international markets without proper adaptation.
Distribution agreements
Structuring national and international distribution networks, whether selective or based on territorial exclusivity.
Key aspects include exclusivity, minimum purchase obligations, pricing policies, trademark use, product liability and termination management. Additional attention is required when establishing or expanding international distribution networks.
E-commerce and online sales
Drafting online terms and conditions, terms of use, return policies, withdrawal rights, electronic contracting clauses, relationships with digital platforms and compliance with consumer protection and data protection laws.
The e-commerce sector evolves continuously, including complex operational models such as omnichannel systems, which require careful legal assessment.
Supply agreements
Long-term supply agreements for goods or services, regulating quality standards, service level agreements (SLAs), penalties, non-conformity management and continuity of the supply chain.
These contracts may present particular risks when operating in international markets.
Franchising agreements
The creation of a franchising network requires structured planning, including franchise agreements, operational manuals and regulation of know-how and trademark rights.
A balance must be found between protecting the franchisor and ensuring sustainability of the network. Different national regulations must be considered when developing an international franchise network.
Joint ventures and cooperation agreements
Agreements between companies for joint projects, market expansion or industrial and commercial cooperation, regulating governance, roles, risk allocation and responsibilities.
These arrangements frequently arise in an international context or involve foreign counterparts, requiring particular care in drafting.
Non-Disclosure agreements (NDAs) and non-compete clauses
Confidentiality agreements protecting trade secrets, know-how, technical and commercial data during negotiations and execution of partnerships and innovative projects.
Precision is essential, particularly in international contexts.
Software and licensing agreements
Software licensing, SaaS agreements, application development, maintenance, escrow arrangements, ownership of source code and limitation of liability in technological and digital environments.
International contracts and risk mitigation
In cross-border transactions, contracts must coordinate operational needs, contractual language and different legal systems.
International elements amplify and create new areas of operational risk. Issues often arise from the absence of clear clauses on governing law, jurisdiction, delivery terms (Incoterms), payment structures, risk allocation and guarantees.
Improper use of foreign-language terminology or lack of coordination between contractual provisions may lead to uncertainty and operational exposure.
The firm assists companies in drafting international contracts in both Italian and English, facilitating dialogue with foreign partners.
What couldhappen – Choice of law in an agency agreement
In an agency agreement with an agent operating in the United States, choosing Italian law as the governing law may have consequences that are not immediately apparent to the company.
Under Italian law, an agent may be entitled, under certain conditions, to a termination indemnity linked to the value of the clientele developed. In the United States, a similar automatic right is generally not recognized.
Without careful assessment of the governing law and contractual clauses, the company may grant the agent broader economic protection than would result under the agent’s local law, with significant consequences upon termination.
What could happen – Incorrect use of Incoterms
In international sales of goods, Incoterms (such as FOB, CIF or DDP) are often used without full awareness of their legal implications.
A company may assume it is not responsible for damage during transport, while the chosen delivery term transfers risk at a later stage, leaving the seller exposed.
Incorrect or uncoordinated use of Incoterms in relation to contractual clauses may affect liability, insurance, transport costs and management of breach, generating complex disputes between parties operating under different legal systems.
What could happen – Governing law and limitation of liability clauses
In international commercial contracts, limitations or exclusions of liability clauses may have different effects depending on the governing law.
A clause considered valid in one jurisdiction may be ineffective or subject to strict limits in another, particularly in cases of wilful misconduct, gross negligence or material breach of obligations.
Without prior legal assessment, a company may rely on a limitation of liability that is ultimately not upheld by the competent court or arbitral tribunal.
Assistance in commercial contracts for international clients
Commercial contracts are closely connected to ongoing legal consultancy for businesses. Contracts represent the legal framework through which a company’s commercial and organizational decisions are structured and implemented. Proper contract management over time helps prevent many of the issues that arise in day-to-day operations and ensures consistency across the company’s various commercial relationships.
For this reason, the drafting and revision of contracts often form part of a broader ongoing legal advice relationship, aimed at maintaining consistency across the company’s commercial relationships and preventing legal issues over time. This approach is particularly appreciated by local companies, especially by SMEs in Brescia that require ongoing legal support in managing contracts and commercial relationships.
The Firm supports foreign companies and investors in relations with Italian counterparts or with interests in Italy. We deal with international contracts, coordination between legal systems and assistance in English. The dual Italy–New York Bar admission enables us to advise on cross-border transactions and to communicate effectively with English-speaking counterparts.
Learn more about legal assistance to international clients.