Contract

Use an RFI to learn what the market offers and shortlist vendors, then an RFP to ask the shortlisted ones for a concrete proposal. State your requirements, evaluation criteria and timeline, and attach the contract terms you expect, so that bidders price against them. Put confidentiality in place before you share anything sensitive, and keep bids separate from each other. We can draft the RFP terms and review the answers.

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Start with the basics: the legal entity and who can sign for it (the Crossroads Bank for Enterprises), its financial health and any insolvency signals, and who ultimately owns it. Then look at what matters for the deal: whether it owns or may use the IP it offers, how it handles personal data, and any sanctions exposure. Match the depth of the check to the value and risk of the relationship.

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EU sanctions apply to every business in the EU, and you can breach them without intending to, for example by dealing with an entity owned or controlled by a listed person. Screen the counterparty, its owners and the countries involved against the EU lists before you sign, repeat the check at intervals, and record the result. If something looks doubtful, take advice before you proceed or pay.

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Usually yes, as soon as you share anything you would not want a competitor to see. An NDA defines what is confidential, what it may be used for, how long the duty lasts and what happens to documents afterwards. It also helps you show that you took reasonable steps to protect trade secrets. Do not rely on it for ideas you could still patent: file first or disclose carefully.

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Ask for proof, not assurances. Check registers for the patents, trademarks and designs it claims, look at who is named as owner, and ask how software and deliverables were created, by employees or by freelancers, and whether open source or third-party code is inside. Then secure it in the contract with warranties and an IP indemnity. For critical technology, a freedom-to-operate analysis is worth considering.

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A private buyer is generally free not to award a contract, and an RFP is usually not binding. But parties must negotiate in good faith under the Civil Code, and breaking off abruptly after raising legitimate expectations or letting the other side incur large costs can create liability. State in the RFP that you may stop at any time without compensation, and be clear in your communications. Public buyers follow procurement law.

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For larger or more complex deals it helps to agree the main commercial points early, and to say which parts bind. Typically confidentiality, exclusivity for a set period and costs bind, while price and scope stay subject to a final contract. A vague document can be read as a binding agreement or as a breach of good faith when talks fail, so state clearly what is and is not binding.

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Fix the criteria and their weighting before you open any proposal, ask every bidder the same questions, and score against the criteria with a written record. Compare on contract terms as well as price: liability caps, IP ownership, data handling and exit often decide the real cost. Do not share one bidder’s pricing with another. A documented evaluation protects you against complaints from losing bidders.

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Beyond reliability and finances, check what the relationship will cost you to end. Some countries, such as Belgium, give exclusive distributors of indefinite duration termination protection, so exclusivity, duration and governing law deserve thought before you start. Also consider quality control, brand use, how the partner sells online, and competition rules on resale restrictions. A short trial or a fixed term can reduce your risk.

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Terms copied from another company rarely fit. They should match how you sell: subscription or one-off, goods or services, consumers or businesses. Check that they are actually incorporated into each deal, since terms the customer never accepted do not bind. Between businesses, clauses creating a manifest imbalance can be void under the B2B unfair-terms rules. We review existing terms and draft a set that fits your model.

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A SaaS agreement should cover subscription scope, service levels and credits, data ownership and security, personal data processing, liability and IP indemnity, and exit including return of data. An MSA sets the lasting legal terms once, with a statement of work per project for scope, deliverables, timeline, acceptance and price. Ownership of deliverables needs an express written transfer or licence in many countries, including Belgium, and the formalities differ per country.

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If a supplier processes personal data for you, Article 28 GDPR requires a written data processing agreement and your approval for subprocessors. For AI, state each side’s role under the AI Act, whether your data may train the supplier’s models, who owns outputs, and who bears IP claims. Add change control, so that new AI features do not appear without notice. We draft and review these clauses.

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No. Standard terms are a starting point, and most clauses can be negotiated, especially liability, IP, data and termination. Concentrate on the few clauses that carry real risk. Be careful not to accept the terms implicitly by signing an order form that refers to them. Between businesses, manifestly imbalanced clauses can be struck down, but do not count on that instead of negotiating. We can review the draft against our playbook.

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There is no standard figure. A cap is usually tied to the fees paid or to insurance, with higher or unlimited exposure for specific risks such as confidentiality, data breaches or IP infringement. Most legal systems do not allow you to exclude liability for your own intentional misconduct, and a clause that empties the main obligation of its substance is at risk. The exact limits differ per country and depend on the governing law. Align the cap with what you can insure.

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By default the author keeps the copyright, which can be an external developer or agency. A transfer must be in writing and is interpreted restrictively, so each mode of exploitation, scope, duration and territory should be named. Decide up front whether you want an assignment or only a licence, how background IP of the supplier is treated, and what happens to open source components.

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Decide whether the partner is a distributor, a reseller or an agent, because the rules differ. Cover territory, exclusivity, minimum targets, pricing freedom, a controlled trademark licence with brand guidelines, and termination. Distributor protection differs per country (Belgium, for instance, protects exclusive distributors of indefinite duration on termination), and EU competition law limits restrictions such as resale price fixing or bans on online sales.

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• SolutionsTrademark Licensing →
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A licence should state what is licensed, exclusive or not, the field, territory and duration, the royalty and how it is audited, quality control, improvements, and what happens at the end. A trademark licence also needs quality control to protect the mark. Check that the IP is validly registered and in your name first, and record licences where it is useful.

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Cover specifications and quality, forecasts and minimum volumes, pricing and adjustment, delivery terms, acceptance and defects, warranties, and recall duties. For IP, say who owns tooling, designs and improvements, and stop the manufacturer from using your know-how for others. Plan for supply disruption, a second source and exit, including stock and transition support.

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First read the contract and document the failure. Under the Civil Code you can generally put the supplier on notice and require performance, suspend your own obligations if the breach justifies it, claim damages or a price reduction, and in serious cases terminate. Follow any notice and cure steps in the contract and keep the tone factual. Take advice before you terminate or withhold payment, as a wrong move can put you in breach.

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Start well before the notice date, because automatic renewal clauses often lock you in for another term. Check what the contract says about price indexation, change control and termination. Record any change in a written amendment signed by both sides, not in emails alone. Use renewal as leverage: review performance, benchmark alternatives and bring open points to the table. We can draft the amendment or negotiate the renewal.

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Most contract problems come from what nobody remembered: a notice period that lapsed, an option not exercised, a report not sent. Keep one register of each contract’s duties, rights and dates, linked to the clause they come from, with reminders ahead of notice and option windows. Name an owner for every contract. The same applies to IP deadlines and renewals.

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The Civil Code (Book 5) allows a party to ask for renegotiation when unforeseen changed circumstances make performance excessively onerous, and a court may adapt or end the contract if talks fail. This is a last resort and can be excluded or regulated by contract. Better to include a price-adjustment or change-control mechanism, and to keep performing meanwhile unless advised otherwise.

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Only if the contract allows it, so audit rights should be negotiated at signing. Typical clauses cover notice, frequency, scope, confidentiality and who pays. Royalty and licence audits check payments and permitted use, and GDPR processing agreements must let the controller verify compliance. When you are audited, check the contract’s scope before you hand over data, and protect confidential information.

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Write the rules into the contract: brand guidelines, quality standards, approved channels and an authorised-seller list. Then check in practice, through periodic reviews, sample products and monitoring of online listings and domain names. Document breaches and follow the notice-and-cure steps. Without quality control, a trademark licence can weaken the mark itself.

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Between businesses, the EU Late Payment Directive, as implemented in national law, provides for statutory interest and compensation for recovery costs on overdue invoices, unless parties agreed otherwise within the limits of the law, and grossly unfair terms can be challenged. Rates and details differ per country. Put payment terms, interest and recovery costs in your contract and invoices. In many countries a court can reduce a penalty clause if it is disproportionate.

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It depends on the deal. In a share sale the contracts stay with the company, but change-of-control clauses may let the other side terminate. In an asset sale, contracts generally need the counterparty’s consent to be transferred. Check assignment and change-of-control clauses early, and plan any transitional services. Hidden contract terms are a common finding in due diligence.

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Check the termination clause first: fixed term, notice period, termination for convenience or for cause, and any fee. Without a right to end it, you may only terminate for a serious breach, and wrongful termination exposes you to damages. Indefinite contracts can generally be ended with reasonable notice, but exclusive distribution carries compensation rules. Send a written, correct notice and take advice first.

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It depends on what you need. Mediation is quick, confidential and keeps the relationship intact, but it only works if both sides want a deal. Arbitration gives a private, binding decision by chosen experts and a final outcome, but costs can be significant. Court offers a public, enforceable judgment and interim measures. Check whether your contract already imposes a route.

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The answer is mostly in the contract: return or deletion of data, handover of code or deliverables, assignment of IP, and transition help. Without such clauses you have only general law. For cloud services the EU Data Act gives customers switching rights. Agree an exit plan at signing, as it is hard to obtain after a dispute starts. Personal data must also be returned or deleted under the GDPR.

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First secure evidence: your trademark rights, the registration date, how the name is used and any offer to sell it. A letter sometimes suffices; otherwise there are fast procedures such as the UDRP, the URS, and the .be and .eu procedures, plus court action. The right route depends on the facts, and a weak complaint can backfire. We prepare complaints and defend holders accused wrongly.

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Do not escalate in writing before you know your position. Collect the contract, amendments and correspondence, set out the facts and check notice requirements, deadlines and any dispute clause. Preserve evidence. Limitation periods apply, so do not wait too long. Often a structured conversation or a formal notice resolves it. Take advice before you suspend performance or terminate.

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Look at the governing law and jurisdiction clauses first. Within the EU, parties may choose a court, and judgments generally circulate between member states. Outside the EU enforcement is harder, and arbitration awards are often easier to enforce thanks to the New York Convention. If the contract is silent, EU rules decide. Settle jurisdiction before the dispute, not during it.

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You can go to national courts, or for European and unitary patents to the Unified Patent Court, which can give decisions covering several member states. A UPC action brings speed and breadth but also risk, since revocation can affect the patent across all those states. Choosing a forum is a strategic decision, taken after weighing your patent’s strength and the opt-out option.

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Generally yes, but under the Civil Code a court can reduce a penalty that is manifestly disproportionate to the actual loss. Clauses are best set at a realistic estimate of the harm, and linked to a clear trigger. Review them in both directions: they can protect you as a customer, and limit what you can claim. Notice and formal default may be needed before the penalty applies.

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Check which obligations survive termination: confidentiality, IP, non-compete, payment and data return. Agree a handover, final invoicing, return or deletion of confidential material and a short transition, ideally in a settlement or exit agreement. Revoke access to systems and update public references and trademark licences. Written confirmation of what has been returned protects you later.

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• AcademyDatabase Rights and Trade Secrets →