Danish and international agreements

Are you setting up your business in a new market, or do you already export products abroad? When doing business abroad, it is important to prepare detailed agreements that take into account any legal differences existing between the countries involved. NJORD Law Firm helps your business focusing on the things you need to include in your agreements, for example:

• The possibility of getting losses covered if something should go wrong
• Terms of sale and delivery
• Consideration for the national legislation in question

We are experts in advising both Danish and international clients on the entering into of cross-border agreements and across borders. We have offices in Aarhus, Copenhagen, Riga, Tallinn and Vilnius, and with our 200 employees, who together communicate in more than 25 different languages, including German, Italian, Spanish, Russian, English, Swedish, Icelandic, Norwegian, Finnish, and Danish, you are ensured competent and efficient advice.

Setting up a business or selling products in a new market can be a challenge if you have limited knowledge of the market in question. In this case, it would be an advantage to find a commercial agent, who already knows the market and who can assist you in marketing your product and securing agreements. It is important that the agreement between the commercial agent and your company is considered very carefully, since a commercial agent is not part of an employment relationship and thus not subject to the Danish Salaried Employees Act but is regulated by the Danish Act on Commercial Agents. Therefore, it is important to include all aspects in the agreement, i.e. how the work can be terminated. An elaborated agency agreement helps creating peace and predictability if disputes should arise between the parties. If the agreement is not properly prepared, the working conditions may be subject to the general rules of employment law.

NJORD Law Firm’s lawyers have extensive experience in preparing both Danish and international agency agreements. Our advice includes i.e.:

• The commercial agent’s commission
• Dispute resolution
• Non-competition clauses
• Compensation for goodwill
• Terms of notice

Hereby, it is ensured that the commercial agent acts loyally, in your company’s interest, to sell your products. An agency agreement is important as the agent is not acting for its own account and risk.

A distribution agreement is another possibility of selling products in a given market. In this case, you allow another company to sell your products. The advantage of using a distributor is, for example, that the distributor acts in its own name and at its own expense. This means that your business will not be responsible for the subsequent resale but can focus on its production and the optimization hereof.

A distribution agreement is basically an ordinary purchase agreement that may be further specified with advantage. For example, it may be important to consider regulating questions about exclusive rights, sales prices, retailer’s sale of other products, etc.

A franchise agreement means that you let someone else take over your concept under supervision. Since a franchise agreement is not a direct relationship between a franchisee and a franchisor, it is important to prepare a thorough and detailed agreement. Basically, the relationship is regulated by contract law but will often include a number of other legal areas. These can give rise to several questions, which are also important to consider and regulate in the agreement. In particular, questions about intellectual property rights, company law, competition law, marketing, aspects of employment law, and questions regarding the transfer of franchise agreements, termination, dispute resolution, tax, and confidentiality.

Particularly the aspects of employment law are important to regulate so that the franchisor and the franchisee, including their employees, are not covered by the employment law regulation.

At NJORD, we provide expert advice to both the franchisor and the franchisee and are aware of any issues and pitfalls that may exist in a franchise relationship.