Welcome to Penrose Contract Law
Penrose is specialised in advising on and the drafting of commercial contracts under Dutch law. Some of the contracts that we draft very regularly are outlined below.
Others also searched for:
Mergers and Acquisitions contracts
The acquisition of shares or business activities in the Netherlands calls for clear agreements. The negotiations for a takeover often start with a non-disclosure agreement (NDA), followed by a letter of intent (LOI) and the process ends with a sale and purchase agreement, a deed of transfer and financing documentation. Such Dutch law contracts are essential for adequately managing the acquisition itself and also regulate who is liable for matters such as transfer tax or after-sale issues.
Software developers, IT service providers, digital platform operators, end users: they are all faced with increasingly complex IT related contracts, also in the Netherlands. Recurring topics include license fees, IP and copyright clauses, exit, continuity and data transition, service levels, privacy/data protection, end user license conditions, bankruptcy and escrow arrangements. Also the license structure (exclusive license, user license, white label license), the technical structure (SaaS/PaaS, hosting, on premise) and the development and origin of the source code determine the content and structure of such Dutch law IT agreements.
Distribution, licensing, agency and franchise agreements
Are you a producer or creator of a product or (software driven) service and are you targeting numerous Dutch and international customers without wanting to contract with each customer separately? A network of distributors, agents or (sub-)licensees may be a sound solution. Another option may be to operate a certain formula in the form of a franchise through which a franchise chain will be set up to market the (e.g. retail or food) product through independent entrepreneurs but under strict conditions regarding uniformity, display and branding.
Employment law contracts
The employer-employee relationship in the Netherlands primarily consists of an employment contract, a temp agreement or a payroll construction. The employment relationship is generally also covered by a separate personnel manual / employee guide lines, pension regulations and the personnel file itself. Also agreements involving company acquisitions or the termination of business activities in the Netherlands may unintentionally have a major impact on the rights and obligations between employer and employee.
Real estate contracts
In the Netherlands, obtaining real estate requires various contractual arrangements, from the purchase and sale or lease of real estate to the financing of real estate, for example through mortgage rights. Under Dutch law, the lease or rent of office space is regulated differently in comparison to the lease or rent of housing or retail space. Depending on the function of the real estate, Dutch law rental agreements mainly differ on subjects such as tenant protection, duration and extension, rent increase and termination.
Loan agreement and securities
A company that wants to raise funds in the Netherlands usually does so through a share issue (equity), a loan or bonds (debt) or hybrid forms. Banks in the Netherlands often use their own standard agreements that are written in non-legal wording together with extensive sets of general terms and conditions. Dutch law loan agreements for larger amounts are generally drafted by outside legal counsel. Also, collateral is generally relevant, such as a mortgage right, a pledge on debtors, stocks, IP rights or company equipment or surety under the laws of the Netherlands.
Shareholders agreement (SHA)
In a shareholders agreement (SHA), the (future) shareholders of a company in the Netherlands make arrangements about the goal of the cooperation, the corporate structure and governance, the business plan and the way in which the stakeholders shall collaborate. The parties to a shareholders’ agreement have a large amount of freedom under Dutch contract law in shaping this collaboration as they deem appropriate
Provision of services and order delivery
Typical Dutch law contracts regard the consent between two parties to provide a certain service or deliver a certain product. Examples that we often work on include contracts about the processing of waste, development of a solar park, a self-employed person being hired to develop software, and the board member who works on the basis of a management agreement.
General terms and conditions
We all know them: general terms and conditions. Also in the Netherlands, these are -by far- the most commonly used contractual terms in daily transactions. Even though these general stipulations often remain unread. Nonetheless, general terms and conditions have a huge impact on the contractual relationship between the customer and supplier / seller, also under Dutch law.