International Contracts

The Firm developed solid experience in drafting and negotiating international agreements, both within the European Union and in non-EU countries, including but not limited to: international trade, general sales terms, sale of plant and equipment, “turnkey” contracts, commercial agency, distribution (dealership), franchising, occasional intermediaries (non-circumvention and non-disclosure agreements), M&A agreements, technology transfer agreements, industrial cooperation, joint venture and consortium agreements, contracts to sell or license trademarks, patents, know-how and software, and research and development.

In that context, all of the issues typical of international contracts are addressed such as, from a substantive perspective, force majeure and hardship clauses, Incoterms, letters of intent and gentlemen’s agreements, bank guarantees and governing law clauses, as well as from a procedural perspective, including but not limited to arbitration clauses, prorogation of jurisdiction clauses, mediation/arbitration clauses and burden of proof provisions.

We assist our clients in negotiating agreements and, while drafting them, we offer solutions that precisely match their specific needs, reducing risks of future disputes. Because of our close relationships with foreign colleagues, we can address all aspects of an international contract (such as choice of governing law, jurisdiction or arbitration and compliance with mandatory foreign laws).

The Firm has significant experience in assisting clients in creating agent, distributor and franchising networks both in Italy and abroad, and has specific expertise in:

  • drafting exclusivity and non-compete clauses and other potentially restrictive covenants;
  • assessing whether such clauses comply with Italian and international antitrust laws on the creation of franchising or distribution networks in one or more countries;
  • drafting clauses that comply with mandatory laws in effect in the countries where the network operates;
  • resolving disputes in Italy and abroad that relate to agency, distribution and franchising agreements.