Types of Commercial Contracts

A technology transfer agreement is one under which the supplier undertakes to transfer technical information, know-how or patents to the recipient for use in producing goods or providing services. The Egyptian Trade Law gives it detailed rules of its own, given its sensitivity and the long-term obligations it creates for both sides.

The firm drafts, reviews and negotiates these agreements so that they set out clearly the scope of the technology transferred, the terms of its use, the protection of its confidentiality, the consideration due, training and technical-support obligations, and each side’s rights in later improvements.

A franchise agreement allows a brand owner to grant others the right to use its trademark, business system and know-how to run a similar business, in return for fees or a share of revenue. It is one of the fastest ways to expand, both for Egyptian brands and for foreign brands entering the Egyptian market.

Because most of this agreement’s terms come from what the parties agree, precise drafting is the main safeguard of their rights. The firm sets out the rights to use the brand, the territory, quality standards, fees, renewal and termination terms, and the obligations that follow the end of the agreement.

Companies rely on distributors and commercial agents to reach markets in Egypt and abroad. The distribution or agency agreement sets the territory, any exclusivity, sales targets and the basis for commission or margin, which are often the subject of disputes when the relationship ends.

The firm drafts these agreements in line with the Trade Law’s rules on commercial agency and compensation for its termination, and with competition rules on exclusivity, and represents clients in disputes arising from termination or breach.

The supply agreement is among the most common commercial contracts: the supplier undertakes to deliver goods or materials periodically or in instalments over a set period. Its importance comes from its length and its exposure to price and exchange-rate swings and to shipping and import conditions.

The firm drafts short- and long-term supply agreements that set specifications, delivery dates, price-adjustment mechanisms, liquidated damages and compensation, and force majeure terms, protecting the client whether supplier or buyer.

Companies turn to joint ventures and joint production to pool expertise and capital in a single project, and to contract manufacturing to have their goods produced in other companies’ factories without building production lines of their own.

The firm drafts these agreements to set each party’s contribution, profit sharing and management, protect intellectual property and trade secrets, set quality standards and controls, and define how a party may exit the project or end the agreement.

A Build-Operate-Transfer (BOT) agreement is one of the main forms of private-sector participation in infrastructure and public-utility projects, such as roads, ports, power stations and water plants. The investor finances and builds the project, then operates it for a set period in which it recovers its investment and earns its return, after which ownership passes to the contracting government body.

Because these agreements run for many years and involve many parties, including government bodies, lenders, contractors and operators, drafting them calls for particular expertise. The firm reviews and negotiates these agreements to set out precisely how risk is shared between the parties, the financing and security arrangements, operating and pricing rights, the terms of the transfer at the end of the period, and the means of resolving disputes, including arbitration.

Mergers and acquisitions are among the most complex commercial transactions. They require careful legal and financial due diligence on the target company and an assessment of its liabilities, debts and existing contracts before the structure and price of the deal are agreed.

The firm carries out legal due diligence, drafts acquisition agreements with their representations, warranties and conditions precedent, and arranges partners’ and shareholders’ rights after closing. It has taken part in many similar transactions in Egypt, the United Arab Emirates and Qatar.