When to Sign an NDA: M&A, Fundraising and Partnerships
In which situations should you sign a confidentiality agreement? Commercial discussions, M&A, fundraising, partnerships, strategic hiring: the cases where an NDA is essential.
IP Ownership in an R&D Collaboration Agreement: Who Owns the Results?
R&D collaboration: who owns the results? Freedom of contract, employee inventions (Art. L. 611-7) and joint ownership of patents (Art. L. 613-29 et seq.).
Employee Inventions in France: How Should an Innovative Company Manage Them?
Article L611-7 of the French Intellectual Property Code (Code de la propriété intellectuelle) classifies employee inventions into three categories.
Commercial Agent Serious Misconduct in France: Which Grounds Remove the Indemnity?
Serious misconduct by the commercial agent is the main ground for removing the end-of-contract indemnity, but it is interpreted strictly.
How to Prove Abrupt Termination of an Established Commercial Relationship in France
Abrupt termination of an established commercial relationship is a restrictive commercial practice penalised by Article L. 442-1 of the French Commercial Code (Code de commerce) (in French). It consists in ending an established commercial relationship, even partially, without sufficient written notice. The victim of the termination can obtain compensation for its loss before one of […]
Business Transfer in France: Legal Steps to Sell a Fonds de Commerce
What are the legal steps in the sale of a business (fonds de commerce) in France? Preliminary agreement, informing employees, the municipality’s pre-emption right, the deed, publication and creditor objections.
How to Protect Non-Patentable Know-How in an R&D Project in France
Non-patentable know-how: protection as a trade secret (Article L.151-1 of the French Commercial Code), three cumulative criteria and reasonable protective measures.
Wrongful Contract Termination in France: How to Calculate Damages
A business partner ends a relationship without complying with the contractual conditions, or with notice that is manifestly insufficient given the length and importance of the relationship. The victim of this termination suffers real, sometimes sudden, harm and wishes to obtain compensation. The question then is how to calculate it: how much can you claim, […]
Can a Business Introducer Be Reclassified as an Employee in France?
Business introducer: can the relationship be recharacterised as an employment contract? The test of legal subordination and the body of evidence, assessed case by case.
Commercial Agent Indemnity in France: How Is It Calculated?
When the contract ends, a commercial agent is entitled to a compensatory indemnity under Article L134-12 of the French Commercial Code.
Fonds de Commerce Purchase in France: Key Checks Before You Sign
Before acquiring a business (fonds de commerce), what should you check? Commercial lease, turnover, contracts, employee liabilities, security interests: what a buyer must analyse without fail.
What Must a GDPR Data Processing Agreement (DPA) Contain?
What must a personal data processing agreement that complies with the GDPR contain? Mandatory terms, processor obligations, the sub-processing chain and documentation.
Mutual vs Unilateral NDA: Which to Choose Before a Negotiation?
The choice between a unilateral and a mutual NDA depends on one criterion: which party is disclosing the confidential information.
Precautionary Attachment in France: How to Freeze a Debtor’s Bank Accounts Before Judgment
A precautionary attachment (saisie conservatoire) freezes a debtor’s accounts before any judgment, in principle with the authorisation of the enforcement judge (Article L. 511-1 of the French Code of Civil Enforcement Procedures).
How to Terminate a Distribution Agreement in France Without Abrupt Termination Liability
Delisting and abrupt termination of an established commercial relationship (Art. L.442-1, II of the French Commercial Code): sufficient written notice, 18-month cap, exceptions. Case-by-case analysis.
Business Introducer vs Commercial Agent in France: Choosing the Right Status
The business introducer (apporteur d’affaires) and the commercial agent (agent commercial) are distinct intermediaries, and confusing their status can lead to reclassification with…
DPA Liability Clauses: What to Include in a Data Processing Agreement
A data processing agreement (DPA) allocates liability between the parties if the GDPR is not complied with, and the financial stakes are real.
