Business transactions – We have extensive experience in commercial relations, both nationally and internationally. The fact of having served as legal counsel for large companies in Spain has familiarized us not only with the usual forms of our commercial contracts, but also with the Common Law contract practice, with respect to which we have published several works. The internationalization of economic relations also entails that of the juridical relations themselves. Our country has been incorporated relatively late into this process, which requires an effort from the firms and legal operators. In this context, our firm is perfectly prepared to assist international transactions with guarantees and full responsibility.
LICENSE AGREEMENTS AND AGREEMENTS LINKED TO THE USE OF SOFTWARE RIGHTS
We know the main hiring modalities associated with the use and exploitation of computer programs and software licenses. The exclusivity rights that are sometimes associated with the marketing and sale of these programs. Its relationship with the protection of the intellectual property rights of its authors. In certain sectors, the problem related to the provision of services in networks is related to this type of contract.
The exclusive license agreements or not, have a significant importance in certain industrial and technological sectors. We have participated in the negotiation and settlement of this type of agreements in own contracts of the energy sector, engineering, manufacturing and production of industrial models, etc.
COMPARATIVE CONTRACTING SYSTEMS
We have devoted several studies to the analysis of the main differential elements that we find between the systems of contracting under continental and common law systems. The harmonious application of the inspiring principles of both systems, increasingly closer and interrelated, without generating situations of open contradiction in contractual matters, has been one of our concerns. See Publications.
The increasing internationalization of Spanish companies has led to a progressive entry into our country of common law contracting schemes. The importation of such systems is not always carried out with due prudence and, above all, with a solid vision that, based on knowledge of its different implications, avoids contradictory and fragile contractual relationships.
The responses of one or other systems to situations of force majeure, the liability regime, the application that is carried out of the modification of contractual relationships in one or the other assumption, the regime of the cause in the continental systems, and the prevalence of one or the other interpretive criterion under the different systems of comparative contracting, are matters that can not be ignored when providing legal assistance to commercial relationship.
The follow-up, on the other hand, of the works that are being carried out to bring the different contracting systems closer to the international level, constitute another matter that we follow with evident interest.
We know the most frequent modalities of contracting in international markets and its extension to new areas, such as those related to the transaction with emission rights. The analysis of the different systems of sale of merchandise at an international level under the different modalities of INCOTERMS. The regime of the international treaties applicable to this matter, as well as the regime of the provisions that have been issued under the European Union order in relation to the management of international contractual relations, as well as the main customs implications, they are matters and issues in which we provide legal assistance.
Apart from the regulatory rules for this type of transaction at a transnational level, we are familiar with the contracting schemes of organizations such as ISDA, FIDIC, or AIPN.
We believe that the quality of legal assistance in this area is valued and perceived in the medium and long term. We believe in clear contracting schemes that, as far as possible, do not turn the contractual text into a hotbed of future conflicts. For the rest, we apply the recommendations of the OECD and the ICC in our practice as consultants in the field of international contracting.
In summary, we are familiar with international contracting. We have taken part in international contracts related to different areas and industrial sectors such as energy, services, supply of equipment, purchase of merchandise. Transnational corporate operations, etc. We have taken part in the preparation, negotiation and signing of contracts Stock Purchase Agreement, Sales Agreement, Joint Operating Agreements. Engineering Procurement and Construction (EPC), O&M, Joint Bidding Agreement, Financing Agreement, License Agreement, etc.
ENGINEERING PROCUREMENT AND CONSTRUCTION (EPC) CONTRACTS
We have advised on industrial projects of hughe value, articulated through EPC contracts. In fact, in 2009 we organized the first specialized monographic day on this contract together with the Spanish Energy Club. The articulation of the different phases of Engineering, Procurement and Construction, the distribution of risks, the regime of responsibilities, the main contingencies that can affect a contract of this nature, with enormous repercussion, make us consider it of evident interest. We have assisted EPC contracts within and outside Spain, in projects with and without a Financing Project and we know in detail the main incidents that can occur in this contractual modality.
The different modalities of EPC contracting, risk distribution schemes that occur under one or other models or management techniques of these contracts. The EPC Lump Sum Turn Key and the different modalities of reimbursable EPC that are introduced as required by the market situation itself, together with techniques such as the Open Book Estimate, are contractual and management structures under which we have worked and provided legal assistance to our clients within the framework of projects of obvious importance and significant volume.
REPRESENTATION, AGENCY, COMMERCIALIZATION AND FRANCHISE
We know perfectly these contractual modalities, their incidence in the regime of the different schemes of distribution and commercialization of products and services. Its affection from the point of view of the community order, both in the substantive regulation of the contract, as in the competition regime. The distribution of risks inherent to this contractual modality and its delimitation vis-à-vis other related figures, as well as the main guarantees established in the Law for the position of the parties and, in particular, of the agent, are issues to which we have dedicated a good part of our work.
This subject offers us an evident example of the interrelation between the strictly private order and the decisions of the regulators. The interdisciplinary character of our firm and the solid mercantile and administrative experience allow us to deal with the full satisfaction of the advice and defense of our clients in this field.
We have extensive experience in the field. The application of the restrictions of the state and community law in the matter. The resolution of conflicts between franchisor and franchisee and the analysis of the main restrictions that this type of contract may entail for purposes of the state and community law on competition, are issues that we have dealt with in depth.
The application of the franchise’s own regime in relation to issues such as the acquisition of products, exclusivity relations, the regime of use of trademarks and distinctive signs of trade, are elements that we have analyzed and in which we have had intervention in its different nuances.