Commercial & Intellectual Property
At Clarke & Son, our experienced solicitors represent and advise a range of commercial clients to protect their business interests.
Our Commercial and Intellectual Property services cover all different aspects of a commercial business. Our expert team can help you with:
- Intellectual Property
- Distribution, Agency and Franchise
- IT Agreements
- Joint Ventures
- Supply Agreements
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Our Corporate and Commercial team are on hand to assist with a range of business enquiries, get in touch to book an appointment.
Our solicitors are dedicated to helping you with all aspects of your contractual, commercial and trading issues. We assist our clients each step of the way from key trading and supply arrangements to day-to-day business issues.
We can assist with all aspects of a project from structuring and preparation, negotiation of contractual documentation and advising on termination issues. All team members are highly experienced specialists who look at the economic impact of a solution as well as the legal issues faced.
Our clients operate in many sectors, including advertising, IT, food and drink, hospitality, logistics, design, financial services and manufacturing. We aim to provide all clients with practical legal advice within short timescales and across a range of industries and sectors.
Our intellectual property team is widely considered as one of the leading IP practices outside London and is top-ranked by all of the leading legal directories.
We have extensive experience of all aspects and types of IP, including patents, trademarks, copyright, designs, database rights, trade secrets and domain names and advise clients of all sizes, from individuals and start-ups seeking initial advice on how to protect new brands and ideas, to FTSE listed companies and major multinationals involved in complex transactions and major litigation.
We have extensive experience in handling litigation at all levels of the UK courts, as well as managing multi-jurisdiction disputes and working with leading IP practitioners in the overseas territories in which our clients are active. However, an equally important aspect of our work is advising on the effective protection, use and licensing of IP rights to maximise our clients’ commercial advantage and prevent disputes from arising.
The size and strength in depth of the team are exceptional for a firm outside of the City and many of our lawyers have scientific backgrounds, enabling them quickly to understand and advise clients on highly technical and complex disputes.
Our clients come from a wide range of sectors, including publishing and media; broadcasting; pharmaceuticals and life sciences; consumer goods; telecoms; web development and hosting; software and computer gaming; fashion; music and art and design.
Distribution, Agency and Franchise
There are now many different channels to market available to businesses. Local distributors and agents will often have valuable knowledge about certain target markets or jurisdictions. The business might therefore need to consider appointing an agent or distributor in relation to the sale of its goods and services within a certain jurisdiction, particularly where that business has little or no existing presence.
Our team advise clients on the contractual agreements that allow them to get their products to customers in an efficient, cost-effective and compliant manner. We assist domestic and international clients in setting up new routes to market, establishing or restructuring international distribution networks, advising on internet retailing operations, franchise agreements and dealing with exports, imports and parallel trade issues.
We advise on all elements of distribution, agency and franchise agreements including:
- Application and impact of relevant legislation
- Preparation and negotiation of contractual terms
- Exclusivity, minimum purchasing requirements and other competition law issues
- Product liability issues
- Limitations on liability
- Commission mechanisms
- Termination and settlement of commercial agency arrangements
Contracting procedures have been transformed by the rise in e-commerce trading. Many businesses now conduct sales partly or exclusively over the internet. We act for e-commerce traders as well as businesses whose systems and infrastructure makes trading on the internet possible.
Key service areas include:
- Preparing business to business and business to consumer supply agreements
- Preparing data protection statements and advising on data protection issues
- Advising on the effect of consumer legislation, including the Consumer Rights Act and UK Distance Selling Regulations
- Advising on brand protection and protection of intellectual property rights
- Advising on contracts for web design, hosting and maintenance
Our team of highly experienced and knowledgeable solicitors understand the commercial, legal and technical issues which arise in relation to IT contracts and transactions.
Our services include:
- Advising on appropriate contract structures;
- Reviewing and advising on contract terms;
- Undertaking legal risk assessments;
We are often approached by clients’ who are looking to enter into commercial arrangements with third party businesses for the purpose of executing a particular business undertaking. These are commonly known as joint ventures or “JVs” and can take many forms. Our expert solicitors can assist and advise on all forms of joint venture, including equity joint ventures, strategic partnerships, limited and unlimited partnerships and contractual joint ventures.
Issues on which we advise include:
- Selecting the appropriate form of JV structure
- Management and control
- Protection of JV partners’ rights
- Deadlock resolution
- Entry, exit and termination
- Capital and funding
- JV partners’ contributions and entitlement to assets and revenue
- Provision of labour
- Acquisitions and disposals by the JV vehicle
Supply arrangements are key for many businesses and can take many forms.
Our experienced solicitors can provide expert advice on all aspects of supply agreement to include:
- Preparation and negotiation of bespoke contract terms
- Preparing standard supply agreements
- SLAs and other performance issues
- Limitations on liability
- Title retention issues
- Pricing mechanisms and securing payment
- Dealing with variations
- Advising on employment implications, especially TUPE
- Assisting suppliers with sub-contractors to ensure an appropriate flow-through of responsibilities
- Advising on the impact of legislation
- Manufacturing of bespoke goods
- Standard terms of business – both for business to business and business to consumer transactions
- Hire and lease arrangements
- Development of prototypes including research and development activities
- Long term supply agreements
- The provision of consultancy and recruitment services
“An overwhelming success, providing a high-quality, better value proposition to clients.”
“The quality of their work is first-class”