Commercial Law & Trade

Other areas of expertise:

Contracts are the foundation of every business relationship. In a globalized market where companies work with both domestic and foreign partners, a well-structured contract becomes a key instrument for achieving security, predictability, and long-term success.

The market is becoming increasingly dynamic, e-commerce is experiencing unprecedented growth, the IT industry and contracts related to licenses and software solutions are gaining in importance, while franchising models are expanding across sectors from hospitality to retail.

In such an environment, contracts are no longer just legal documents; they are also a business strategy that directly affects a company’s profitability and stability.

Well-drafted contracts allow companies to clearly define obligations, reduce the risk of misunderstandings, and protect their interests.

This is especially important in international trade, where different legal systems, cultures, and business practices interact, significantly increasing the importance of precise contracts.

That is why commercial law practice places a strong emphasis on prevention, foresight, and regulation of potential issues before they escalate into disputes.

For domestic companies, this means safer entry into foreign markets and professionalization of their operations, while for foreign investors it provides confidence that they can do stable business in Serbia. Contracts and commercial law have thus become the starting point of every successful business partnership.

Why Zunic Law for Contracts and Commercial Law?

Practical and prevention-oriented solutions – we design contracts to protect clients from risks and potential disputes.
International perspective – experience in drafting and analyzing contracts with foreign partners and in cross-border transactions.
Diverse experience – we cover contracts in all key industries: from luxury goods and automotive, through pharmaceuticals and food, to IT and video games.
End-to-end support – we assist from negotiations and contract drafting to representation before courts and arbitration.
Personalized approach – every contract is tailored to the client’s specific business goals and needs.

Our Approach: Legal Certainty Through Modern Contracting

Our team believes that a contract should not only be a formal document, but also a tool for business improvement. When working with clients, we first analyze the business model and cooperation goals, then identify potential risks and negotiating positions, and only then proceed with drafting or revising the contract.

We place particular focus on balancing the interests of both parties, since only then can a contract last and provide stability. If the other contracting party fails to fulfill its obligations, our team is ready to represent clients before courts or in arbitration, always seeking the most efficient and favorable solution.

Key Practice Areas in Commercial Law and Trade

International sale of goods agreements
Service agreements
Transport and logistics agreements
Distribution of goods agreements (including exclusive distribution)
Service distribution agreements
Consulting agreements
Brokerage agreements
Agency agreements (commercial representation)
Business and technical cooperation agreements
Franchise agreements
Joint venture agreements
Intellectual property commercialization agreements

Below are details by area, with emphasis on concrete results we deliver.

1) Sale of Goods Agreement

Drafting and reviewing the domestic and international sale of goods agreements.
Defining delivery terms, quality, warranties, and claims rights.
Incorporating INCOTERMS clauses and international standards.
Advising on currencies, payment terms, and performance security.
Aligning contracts with customs and foreign exchange regulations in cross-border trade.

Result: legally secure and predictable exchange of goods, with minimized dispute risk.

2) Service Agreement

Preparing contracts for various types of domestic and international services.
Defining scope of services, deadlines, and quality standards.
Negotiating rights to claims and termination in case of non-performance.
Including confidentiality and business information protection clauses.
Advising on tax and regulatory aspects of service delivery.

Result: a clearly defined relationship between the service provider and client, protecting both sides.

3) Transport and Logistics Agreement

Drafting contracts for the transport and storage of goods.
Defining carrier liability for delays and damages.
Negotiating cargo insurance and liability in multimodal transport.
Advising on international transport conventions (CMR, Warsaw, Rotterdam Rules).
Resolving disputes arising from breach of transport contracts.

Result: efficient and secure logistics operations, with clearly defined responsibilities.

4) Distribution of Goods Agreement (including exclusivity)

Drafting distribution agreements in line with regulations and market practice.
Regulating territorial rights and distributor exclusivity.
Including non-compete clauses and market protection clauses.
Defining obligations for promotion, sales, and after-sales services.
Regulating rights in case of contract termination and stock repurchase.

Result: stable and long-term relationships between manufacturers and distributors.

5) Service Distribution Agreement

Drafting service distribution agreements in various sectors.
Defining distributor obligations regarding promotion and service quality.
Advising on territorial rights and competition restrictions.
Regulating contract duration, termination terms, and responsibilities of contract parties.
Preparing clauses on fees and revenue calculation.

Result: clearly structured service distribution relationships ensuring quality and continuity.

6) Consulting Agreement

Preparing contracts with defined scope for engagements of consultants.
Regulating fees, bonuses, and calculation methods.
Drafting confidentiality and know-how protection clauses.
Defining success criteria and reporting obligations.
Advising on consultant’s liability limitations.

Result: transparent and fair consulting relationships that deliver measurable results.

7) Brokerage Agreement

Drafting brokerage agreements for various business arrangements.
Defining rights and obligations of the intermediaries and clients.
Regulating fees and commissions.
Providing confidentiality and conflict of interest clauses.
Risk prevention through clearly defined brokerage goals.

Result: secure and well-regulated relationships with brokers, protecting the principal’s interests.

8) Agency Agreement (Commercial Representation)

Preparing agency agreements for domestic and foreign companies.
Defining agent’s rights and obligations in negotiations and contract conclusion.
Regulating compensation, commissions, and exclusivity.
Including non-compete clauses and protection of the principal’s interests.
Advising on contract termination and conditions for damages entitlement.

Result: effective and secure collaboration with agents, protecting company interests.

9) Business and Technical Cooperation Agreement

Drafting cooperation agreements for production, development, and research projects.
Defining obligations regarding investments of resources and know-how.
Negotiating the distribution of project results and creating intellectual property.
Regulating confidentiality and business information protection.
Defining termination and liability clauses.

Result: stable cooperation models enabling joint growth and innovation.

10) Franchise Agreement

Drafting and reviewing franchise agreements across various industries.
Regulating franchisor and franchisee rights and obligations.
Defining fees, royalties, and training obligations.
Advising on intellectual property and brand protection.
Defining business standards and quality control clauses.

Result: long-term and sustainable franchise partnerships based on fair terms.

11) Joint Venture Agreement

Drafting and negotiating joint venture contracts across different sectors.
Defining partner rights, obligations, governance structures, and decision-making processes.
Regulating investments, profit sharing, and exit mechanisms.
Advising on tax and regulatory aspects of investments.
Drafting protective clauses for minority partners.

Result: secure and transparent business cooperation models based on balance of interests.

12) Intellectual Property Commercialization Agreement

Preparing license and transfer agreements for patents, trademarks, and copyrights.
Defining scope of use, territorial application, and license duration.
Negotiating fees, royalties, and calculation methods.
Drafting clauses on confidentiality, know-how protection, and safeguards against IP theft.
Representation in disputes over IP infringement.

Result: effective protection and monetization of IP in line with international standards.

What Collaboration with Us Looks Like

Initial analysis – reviewing the client’s business model and goals.
Strategy definition – proposing optimal contractual arrangements.
Document preparation – drafting and revising contracts in line with laws and practice.
Dispute representation – protecting client interests before courts and arbitration.
Ongoing support – providing continuous advice throughout the business cycle.

Examples of Completed Projects (Non-Confidential)

Distribution agreement – drafting an exclusive distribution contract for an international luxury goods manufacturer.
Joint venture agreement – drafting and negotiating a joint venture agreement between a domestic and foreign company.
Franchising – legal support in preparing a franchising arrangement in the hospitality sector.
Sale of goods dispute – representing a client in arbitration due to breach of contractual obligations.

Tijana Žunić Marić

Jelena Đukanović

Anja Berić

Frequently Asked Questions (FAQ)

1. Is it better to use standard forms or customized contracts?

Standard contracts may seem practical and cost-effective, but in practice they often fail to cover the specific needs and risks of an individual business relationship.

Such templates usually overlook important details such as deadlines, confidentiality, liability limitations, or specific tax issues.

Customized contracts prepared with legal support ensure that all key provisions are covered and the client’s interests are maximally protected.

In the long run, tailored contracts are more cost-effective as they reduce the risk of misunderstandings and expensive litigation.

2. What if the other party does not comply with the contract?

The first step is to review the existing contract and its termination, damages, or penalty clauses.

Often, parties attempt an amicable resolution – through negotiations or mediation – as this can be faster and cheaper than litigation.

If no settlement is possible, court or arbitration proceedings are initiated, depending on the contract.

Our team explains all available options and evaluates which procedure is most effective under the circumstances.

3. Can foreign contracts be used in Serbia?

Yes, but their compliance with local legal requirements must be reviewed. For instance, provisions on termination, liability, or penalties may differ across jurisdictions.

If such a contract is applied directly in Serbia, there is a risk that some clauses may not be enforceable or may cause additional issues.

Therefore, foreign contracts must always be adapted to local laws and practice to have legal effect in Serbia.

4. How long does contract preparation take?

The timeframe depends on the complexity of the contract and the number of parties involved.

Simple contracts may be drafted in a few days, while complex ones – especially international or multi-legal-area contracts – can take several weeks.

Negotiations can also extend the process, as parties usually want to align their positions before signing.

Our team aims to balance speed and quality, ensuring precision and full client protection.

5. Is arbitration better than court for contractual disputes?

Arbitration offers several advantages, especially in international business disputes.

Proceedings are usually faster, more flexible, and confidential, which is important when companies want to protect business information.

Arbitral awards are also easier to recognize and enforce abroad thanks to the New York Convention.

However, arbitration can be more expensive and is not always suitable for simple, low-value disputes.

It is therefore important to assess in advance which forum is best for the specific case.

6. How can I protect myself from hidden risks in a contract?

Hidden risks often lie in vague provisions, lack of guarantees, or missing clauses regulating unexpected situations (force majeure).

A detailed legal review of the contract before signing is key to identifying and eliminating such risks.

For example, the absence of a termination clause may cause serious consequences in case of non-performance.

By introducing protective mechanisms – such as deposits, guarantees, or penalties – legal and financial exposure can be significantly reduced.

7. What is the difference between a brokerage agreement and an agency agreement?

Although they may seem similar, the two contracts have significant differences. A brokerage agreement obliges the broker to connect the parties but does not authorize them to conclude contracts on their behalf.

An agency agreement, on the other hand, authorizes the agent to negotiate and conclude contracts in the name and on behalf of the principal.

The difference also lies in liability – agents have broader obligations and rights, including the right to commissions even after the contract ends.

8. When is the best time to involve a lawyer in negotiations?

A lawyer should be involved from the very beginning of negotiations, as this is when there is the greatest opportunity to shape key contract provisions.

At later stages, it is often more difficult to change draft contracts because the parties have already agreed on basic principles.

Legal support at the start allows for risk identification, protection of interests, and creation of a negotiation strategy.

This ensures a better position in negotiations and reduces the risk of future disputes.