Contracts Home > Lawyers > Contracts What is signing a contract without expert advice? Signing a contract means sealing an agreement and for the contracting parties it has the same binding force as law. It is therefore a particularly delicate operation that requires a careful analysis of the interests of both parties. Indeed, once the contractual bond is formalized, the party cannot disengage at its own discretion and without consequences. Since the contract is an instrument through which obligations are imposed and rights are recognised, it is always recommended to rely on the advice of an experienced professional before signing and to avoid uncritical adoption of templates and facsimiles. In the Italian legal system, the form of contracts is basically free, so that the parties are free to decide whether to stipulate a contract orally or in writing, or whether to conclude it in the form of a public deed or a simple private agreement. However, for all contracts the law provides some minimum requirements, otherwise the contract is not valid. There are also contract types for which the written form is required and others for which the form of a public deed is mandatory. need consulting? Our experience at industrial property disposal Contracts involving industrial and intellectual property rights In addition to formal and general provisions, there are specific contract types for which the Italian law provides additional content requirements and others for which it is absolutely recommended to take specific precautions. This is the case of contracts concerning industrial and intellectual property rights, where the vulnerability and immateriality of the assets require the adoption of special precautions. We have an in-depth knowledge of civil and commercial contracts, both general and specific contractual models, and we are able to indicate to the Client the most appropriate model to use according to his/her needs and to draft the related contract, in compliance with normative prescriptions and best practices. We support the Client throughout the entire negotiation phase that precedes the formalization of the contract, accompanying and advising the Client during each step of the operation. Types of contracts Assignment Generally, there is an assignment when the holder of a right disposes of it definitively in favor of someone else. Thus, with the assignment contract there is a definitive assignment of the right in favor of the purchaser, who becomes the exclusive owner. Depending on the right being assigned, certain formal requirements have to be fulfilled or additional formalities have to be respected after the assignment has been completed. It is possible to assign all rights that the law considers ‘available’, i.e. freely transferable from one subject to another. Thus, for example, it is possible to assign a trademark, a patent, all or some of the copyright on a particular work. Depending on the Client’s needs, Studio Turini identifies and drafts the most appropriate clauses of the assignment contract, taking care, if required, to fulfill all the necessary subsequent formalities in front of the competent Offices, both domestic and foreign. Read more License In general terms, a license is a contract whereby the owner of a right allows others to exploit it economically while retaining ownership. The content of license agreements changes according to the understandings between the parties and the factors to be taken into consideration may be different. A license may be exclusive or non-exclusive, temporary or perpetual, free or against payment of a fee, limited to a certain territory or worldwide. Taking each variable into account is essential for the protection of the parties and their assets. No matter how similar the concrete circumstances may be in practice, it is absolutely not recommended to use templates or facsimile for the conclusion of a license agreement. Our professionals can provide all the necessary assistance and advice to draft a license agreement that meets the Client’s needs and best regulates all the strategic aspects of the intended operation. Read more NDA NDAs (non-disclosure agreements) are contracts through which the party is obliged to keep the information received from the other party strictly confidential. Such contracts are of fundamental importance in the context of pre-contractual negotiations, i.e. when the parties have not yet reached a final agreement to carry out a certain operation but, for that purpose, they need to exchange strategic information. NDAs are also effective tools to prevent a party from misusing strategic information obtained from the other party during the performance of their contract. This is the case, for instance, of an employee who becomes aware of the trade secrets of the entrepreneur during the performance of his/her tasks, or the service provider who must necessarily obtain and process business information of his/her commissioner in order to provide the service. By signing an NDA, the party who ‘receives’ the confidential information must treat it with extreme caution, not disclose it to third parties and take all possible measures to ensure that it will be not disclosed. The signing person of such agreements also undertakes not to use the information for his/her personal purposes other than for the task to be performed, not to keep copies of it, and to delete any data relating to it as soon as he/she has completed the task. Confidentiality agreements often include sanctions, even high ones, in order to discourage any unauthorized use of the information and any disclosure against the owner’s will. NDAs are delicate agreements that have to be drafted taking into account the category of information to be protected and the subjects to be bound to confidentiality. This is why it is extremely dangerous to use templates. In fact, for instance, an NDA to be submitted to a software design company cannot be identical to the NDA to be submitted to an employee working in the research and development department of a company. Software/Product Development Thanks to our experience in the field of copyright and industrial property law, we can assist our Clients in the selection and implementation of any type of operation characterized by a high technological and innovative component. We are able to provide full and multidisciplinary assistance in all operations requiring inventive or creative activity, from the development and licensing of software solutions to the realization of patented products. We prepare all the necessary contracts to bring the Client’s project to life, supporting him/her at every stage of the process, taking care of all the most appropriate formalities to protect and give solidity to the undertaken business initiatives. Read more E-commerce The advent of e-commerce has posed a huge challenge for economic operators, who now have to act in compliance with national and European consumer protection legislation. The spread of electronic transactions, together with increasingly rigorous data protection regulations, has required companies to thoroughly review their business strategies and internal procedures. Now more than ever, it is necessary to rely on experienced professionals to implement sales strategies that comply with the current regulatory environment. We have a legal team with enormous experience in commercial contracts and data protection, as well as many years of experience in the field of technological innovation. We assist the Client in identifying and choosing the most appropriate tool to achieve a given purpose, as well as in drafting all principal e-commerce contracts, adequately protecting both the Client’s needs and the data and rights of the involved users. We offer, inter alia, the following services: Drafting of General terms and conditions of sale of products or services, both B2B and B2C Assistance in the judicial and extrajudicial management of any customer complaints Assistance in the development, implementation and analysis of Smart-contracts Website development and social media management contracts Website analysis and verification of Privacy compliance, with identification of critical issues and indication of necessary implementations Business contracts At Studio Turini we assist our Clients in the management of commercial and corporate operations, accompanying them in the development of their business projects and in the implementation of ordinary and extraordinary corporate operations. Thanks to decades of experience in IP and IP-related matters, we pay particular attention to the protection of the intangible assets involved in the Client’s project, safeguarding their value and studying the overall context in which they are to be introduced. In particular, we offer the following services: Assistance in the start-up phase and drafting of statutes and shareholders’ agreements; Co-operation agreements between entrepreneurs, including letters of intent, preparation of Joint ventures (both corporate and contractual), and association in investment contracts Assistance in assignment and lease of companies or business units Assistance in operations involving the acquisition/assignment of shareholdings Prevention and extrajudicial management of disputes within the company or between entrepreneurs Assistance in drafting minutes of shareholders’ and corporate bodies meetings Assistance in generational transition between entrepreneurs, including the study and assistance in succession issues and negotiation of the related contracts (family pact, trusts, revision of statutory clauses) Drafting of NDAs, non-competition and confidentiality agreements Drafting of leasing, procurement, sales and commercial leases, franchising, sales concession and supply agreements Negotiation and drafting of licenses and assignments of trademarks, patents, designs, know-how, software and copyrights Agency and business procurement contracts. Privacy contracts At Studio Turini we have gained consolidated experience in the field of personal data protection. We offer full assistance in corporate privacy compliance activities, starting from the analysis of the current situation up to the drafting of all documents for proper privacy management. At the Client’s request, we also manage and resolve all privacy issues that arise when operations are carried out that involve, even indirectly, the processing of personal data. In particular, we offer the following services: Contracts for the regulation of processing operations carried out by the Data Processor; Contracts for the appointment of the DPO; Deeds for the designation of external and internal Data Processors; Drafting of privacy policies for companies, websites or individual processing; Drafting of targeted privacy clauses to be included in other commercial contracts; Assistance in drafting and setting up the Processing Register Assistance in drafting and setting up GDPR-compliant internal procedures; Smart contract / NFT We have always been dealing with art and technological innovation. With the spread of cryptocurrencies, NFTs and crypto art blockchain technology has become popular. In a market characterized by a constant evolution and an increasing complexity of its dynamics, it has become crucial to identify and master the available tools. We assist Clients at all stages of the implementation of blockchain technology. In particular, our team offers assistance in the following areas: Drafting contracts for the provision of NFT services and the development of Smart Contracts; Analysis of the advantages and weaknesses of each platform; Smart Contract implementation; Analysis and interpretation of already developed Smart Contracts; Drafting of the contractual set related to the application of the blockchain system to the Client’s business project. Read more Franchising Franchising contract, or commercial affiliation, is a contract whereby an entrepreneur (franchisor) grants another entrepreneur (franchisee), in return for payment of a fee, a set of industrial or intellectual property rights relating to trademarks, trade names, firms, utility models, designs, copyrights, know-how, patents, technical or commercial assistance or consultancy. It is a contract that can be applied to very different economic fields, e.g. it can be used for the distribution of products under the same trademark, for the opening of a chain of restaurants or for the offering of uniform services (such as real estate mediation services under the same firm and with the same distinctive signs). The Franchising agreement is regulated by Italian law in a precise manner. In fact, the agreement has to fulfill several requirements to be valid. Those requirements protect especially the franchisee. We assist the Client throughout the negotiation phase, that precedes the conclusion of the Franchising agreement, and in drafting the agreement in compliance with current legislation, offering strategic advice to fully identify the rights to be attributed to the franchisee and completely regulate the obligations of the franchisor and the franchisee. 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