Welcome to Penrose Contract Law
Penrose is experienced in Dutch contract laws and the drafting of Dutch law commercial agreements. We reduce complicated legal concepts to clearly-worded contracts using the knowledge and experience that we have gained in our advisory and litigation practice. Contract drafting requires a tailored approach. In consultation with the contracting parties, we carefully map out everything that needs to be sorted out, including financial arrangements, guarantees and indemnities, IP rights, and dispute resolution. Some of the contracting issues that we encounter on a daily basis are outlined below.
Mergers and Acquisitions contracts
The acquisition of shares or business activities calls for clear agreements. The negotiations on a takeover often start with a non-disclosure agreement (NDA) or a letter of intent (LOI), and the process ends with a purchase agreement, a deed of transfer and financing documentation. These Dutch law contracts are not only essential for managing the takeover itself: they also regulate who is liable for aspects such as transfer tax or if something turns out to be wrong after the sale.
Software developers, IT service providers, online platform operators, end users: as elsewhere, also in the Netherlands everyone is faced with increasingly complex IT contracts. Recurring topics include license fees, IP clauses and copyrights, exit, continuity and data transition, service levels, privacy, end user conditions, bankruptcy and escrow agreements. But also the license structure (exclusive license, user license, white label license), the technical structure (SaaS/PaaS, hosting, on premise) and the structure and origin of the source code determine the content and structure of these agreements.
Distribution, licensing, agency and franchise agreements
Are you a producer or creator of a product or (software driven) service and are you targeting a large international client without wanting to contract with each buyer separately? A network of distributors, agents or licensees (or sub-licensees) is often used for this purpose. Another option is to operate a certain formula in the form of a franchise in which a franchise chain is set up to market the product uniformly through independent entrepreneurs.
Employment law contracts
The employer-employee relationship consists primarily of an employment contract, a secondment agreement or a payroll construction. Around this, the relationship is often further defined by a personnel manual, pension regulations and the personnel file. But also agreements relating to company takeovers or the cessation of business activities can unintentionally have a major impact on the rights and obligations between employer and employee.
Real estate contracts
The purchase and sale of Dutch real estate, the financing of real estate, mortgage rights and the letting of real estate. Every link in this chain has its own Netherlands law contract. But the rental or letting of office space is also legally regulated by law different from the rental or letting of living space or a retail space. The rental agreements therefore differ greatly on subjects such as the options for temporary rental, rent increases, the termination of the agreement and the possibility of eviction.
Loan agreement and securities
A company that wants to raise funds usually does so with a share issue (equity), a loan or bonds (borrowed capital) or mixed forms. Collateral is also generally stipulated, in forms such as a mortgage right, or a pledge on debtors, stocks, IP rights or company equipment.
Services and orders
Many contracts concern the agreement between two parties to provide a particular service. Examples include processing waste, servicing a solar park, the self-employed person hired to develop software, the consultant who provides consultancy services or the director under the articles of association who manages the company on the basis of an agreement for the provision of services.
General terms and conditions
Who hasn’t come across them: general terms and conditions. By far the most commonly used contractual terms in daily transactions in the Netherlands, which often remain unread. But they have a huge impact on the contractual relationship between customer and supplier, or developer and buyer, for instance.
Dutch contract law specialists
If you are looking for a contract attorney in the Netherlands, please contact Penrose.