Commercial Contracts and Negotiation
Most commercial relationships run smoothly when they rest on a well-drafted contract; most disputes arise from matters the contract did not address at all or left unclear. We draft your sales, service, supply, collaboration and confidentiality agreements, review agreements received from the other side and conduct your negotiations.
What should a commercial contract cover?
The core elements of a commercial contract are a clear definition of each party’s obligations, price and payment terms, delivery and acceptance, term and termination, limitations of liability, contractual penalties, confidentiality, intellectual property, governing law and dispute resolution. Standard templates usually cover these elements but not the risks specific to the transaction.
The Turkish Commercial Code provides special rules for merchants: a merchant must act as a prudent businessperson, cannot ask for an agreed contractual penalty to be reduced on the ground that it is excessive, and must give important notices, such as notices of default or termination, through a notary, registered letter, telegram or registered electronic mail (KEP).
Scope
- Drafting sales, service, supply, collaboration and confidentiality agreements
- Reviewing agreements received from the other side and preparing a risk report
- Conducting contract negotiations
- Setting up internal contract templates and approval processes
How We Work
- Understanding the transaction, the parties’ expectations and the risks
- Preparing the draft or reviewing the other side’s draft
- Proposing changes to risky provisions and setting negotiation positions
- Conducting the negotiations and preparing the final text for signature
- Preparing internal templates for frequently used agreements
Team
Frequently Asked Questions
Which court should we choose in the contract for disputes?
Between merchants, the competent court can be agreed in the contract. Choosing the courts where the company has its head office makes things easier. In contracts with foreign parties, both the competent court or arbitration and the governing law should be specified clearly.
How high should a contractual penalty be?
The parties are free to set the amount, but it is advisable for it to be proportionate to the likely loss from a breach. Although a merchant cannot ask for a reduction on the ground that the penalty is excessive, the Court of Cassation accepts a limited reduction where the penalty would lead to the debtor's economic ruin.
Can a contract be concluded by e-mail?
Contracts for which the law prescribes no particular form can also be concluded by an exchange of e-mails. For proof and clarity of content, however, important commercial relationships should be set out in a signed contract.
When should a confidentiality agreement be signed?
Before the first meeting at which commercial information will be shared. A confidentiality agreement protects the information shared even if negotiations fail; the definition of confidential information, the term, the exceptions and a contractual penalty for breach should be set out clearly.
Would you like to discuss this service? Schedule a meeting with us — the first meeting is free of charge.
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