A well-drafted contract is the best preventive investment any company can make. It anticipates conflicts, allocates risks, defines obligations with precision, and when a dispute arises, provides a clear text for the judge or arbitrator. A poorly drafted contract, on the other hand, is the most frequent source of costly litigation: ambiguities, gaps, contradictory clauses, imprecise deadlines, incomplete allocation of responsibilities.
We advise on drafting and reviewing all types of commercial contracts: domestic and international, simple and complex, between SMEs and large corporations. We know Argentine case law and apply clauses that have held up in real litigation — because in the end, a contract is measured by its solidity in conflict, not by its elegance at signing.
Principal company and independent distributor. Key clauses: territory, exclusivity, terms, commercial targets, margins, payment conditions, termination. Argentine case law has developed a protective doctrine for distributors that should be anticipated when drafting.
Agent who promotes business for the principal. Specific regime under the CCyCN: clientele compensation, prior notice, exclusivity. Key difference from distribution: the agent does not buy and resell, only intermediates.
The franchisor grants the franchisee the use of its brand, business model, know-how and ongoing support in exchange for royalties. A specific regime regulates the obligations of both parties and limits abusive provisions.
The trademark or technology owner grants its use to the licensee under specific conditions. Key clauses: scope of the license, exclusivity, royalties, quality control, termination.
Periodic supply of goods over a term. Key clauses: quantity, quality, price, adjustments, deadlines, default, penalties.
Framework for technical services, consulting, IT, communications. Precise definition of scope, deadlines, ownership of developments, confidentiality.
Special for technical industries. Specific regime: Law 22.426 and INPI (trademark office) regulations on registration for access to tax benefits.
Key instrument in negotiations, mergers, and hiring of strategic personnel. Definition of confidential information, protection period, permitted use, penalties.
When one of the parties is abroad, the contract becomes more complex: applicable law must be chosen (arts. 2651 to 2654 CCyCN), as well as competent forum, dispute resolution mechanism (international arbitration is common), language, currency, and payment mechanism. The Argentine foreign exchange regime adds specific complexities: foreign currency inflows, withholdings, BCRA regulations. We provide comprehensive advisory on these transactions.