PracticesContracts & Commercial Law
Practice area

Contracts & Commercial Law

Drafting, review and negotiation of commercial contracts — sale of goods and services, distribution, agency, franchising, joint ventures and IP licensing.

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Contracts are the foundation of every commercial relationship, and a well-structured one is the instrument that makes a business predictable.

In a global market where companies work with domestic and foreign partners, precise contracts matter more than ever — the growth of e-commerce, the weight of the IT industry and software licensing, and the spread of franchising from hospitality to retail all raise the stakes.

Good contracts define obligations clearly, reduce the risk of misunderstanding and protect the company’s position. In international trade, where legal systems and business practice overlap, that precision is indispensable. The emphasis in commercial law is on prevention: anticipating problems before they become disputes.

For domestic companies that means a safer route into foreign markets; for foreign investors, the confidence that they can operate stably in Serbia.

Key practice areas

What we handle

Twelve contract types across trade, distribution, cooperation and licensing.

01

Sale of goods

  • Drafting and review of sale agreements in domestic and international trade.
  • Delivery terms, quality, warranties and rights of complaint.
  • INCOTERMS clauses and international standards.
  • Advice on currencies, payment terms and security for performance.
  • Alignment with customs and foreign exchange rules in cross-border trade.
02

Sale of services

  • Agreements for the provision of services, domestic and international.
  • Scope of services, deadlines and quality standards.
  • Rights of complaint and termination for non-performance.
  • Confidentiality and protection of business information.
  • Advice on the tax and regulatory aspects of providing services.
03

Transport and logistics

  • Agreements for transport and storage of goods.
  • Carrier liability for delay and damage.
  • Cargo insurance and liability in multimodal transport.
  • Advice on international transport conventions (CMR, Warsaw, Rotterdam Rules).
  • Resolution of disputes arising from breach of transport contracts.
04

Distribution of goods, including exclusive distribution

  • Distribution agreements in line with the rules and market practice.
  • Territorial rights and distributor exclusivity.
  • Non-compete and market protection clauses.
  • Obligations on promotion, sales and after-sales service.
  • Rights on termination and buy-back of stock.
05

Distribution of services

  • Service distribution agreements across sectors.
  • Distributor obligations on promotion and quality of service.
  • Advice on territorial rights and competition restrictions.
  • Duration, termination and liability of the parties.
  • Clauses on fees and revenue calculation.
06

Consultancy agreements

  • Agreements with a clearly defined scope of engagement.
  • Fees, bonuses and the basis of calculation.
  • Confidentiality and protection of know-how.
  • Performance criteria and reporting.
  • Advice on limitation of consultants’ liability.
07

Brokerage agreements

  • Brokerage agreements across commercial arrangements.
  • Rights and obligations of broker and principal.
  • Fees and commission.
  • Confidentiality and conflict of interest clauses.
  • Risk prevention through clearly defined objectives.
08

Commercial agency

  • Agency agreements for domestic and foreign companies.
  • Agent authority in negotiating and concluding contracts.
  • Remuneration, commission and exclusivity.
  • Non-compete clauses and protection of the principal.
  • Advice on termination and compensation rights.
09

Business and technical cooperation

  • Agreements on cooperation in production, development or research.
  • Obligations of the parties on resources and know-how.
  • Allocation of results and intellectual property.
  • Confidentiality and protection of business information.
  • Termination and liability clauses.
10

Franchising

  • Preparation and review of franchise agreements across industries.
  • Rights and obligations of franchisor and franchisee.
  • Fees, franchise charges and training obligations.
  • Advice on protection of intellectual property and the brand.
  • Operating standards and quality control clauses.
11

Joint venture agreements

  • Drafting and negotiation of joint venture agreements across sectors.
  • Rights and obligations of partners, governance structure and decision-making.
  • Investment, profit sharing and exit mechanisms.
  • Advice on the tax and regulatory aspects of the investment.
  • Protective clauses for minority partners.
12

IP commercialisation

  • Licence and assignment agreements for patents, trademarks and copyright works.
  • Scope of use, territory and duration of the licence.
  • Fees, royalties and the basis of calculation.
  • Confidentiality and know-how protection.
  • Representation in disputes over infringement of IP rights.
How we work

What working with us looks like

Five stages, from the first analysis to continuing support.

01

Initial analysis

We look at the business model and the objectives of the relationship.

02

Strategy

We propose the contractual arrangement that fits.

03

Documentation

We draft and revise the contracts in line with the rules and practice.

04

Disputes

We protect the client’s position before courts and arbitral tribunals.

05

Ongoing support

Continuous contract advice across the business cycle.

Track record

Selected matters

A sample of recent work in the sector.

Distribution

Exclusive distribution agreement

Prepared the agreement for an international manufacturer in the luxury goods sector.

Joint venture

Domestic–foreign joint venture

Drafted and negotiated the joint venture agreement between a Serbian and a foreign company.

Franchising

Hospitality franchise

Legal support in preparing the franchise arrangement for a hospitality operator.

Dispute

Sale of goods arbitration

Represented the client in arbitration proceedings over breach of contractual obligations.

What Clients Ask Us Most

Standard templates or tailored contracts?

Templates look practical, but they rarely cover the specific needs and risks of an individual relationship, and often neglect deadlines, confidentiality, limitation of liability or tax questions.

Tailored contracts prepared with legal support make sure the key provisions are covered. Over time they pay for themselves by reducing the risk of misunderstanding and costly litigation.

What if the other side does not perform?

The first step is to review the contract and its provisions on termination, damages and contractual penalties. An amicable route — negotiation or mediation — is often faster and cheaper than court.

If agreement is not possible, court or arbitration proceedings follow, depending on what the contract provides. We explain the options and assess which route gives the best result.

Can foreign contracts be used in Serbia?

They can, but their compatibility with the domestic framework has to be checked. Provisions on termination, liability or contractual penalties can work differently in other jurisdictions.

Applied directly in Serbia, some clauses may be unenforceable, which is why foreign contracts are adapted to local rules and practice.

How long does it take to prepare a contract?

It depends on complexity and the number of parties. Simpler contracts can be ready within days; complex ones, particularly international agreements spanning several areas of law, can take several weeks.

Negotiations add to that, as the parties align their positions before signing. We balance speed against precision so the client is protected.

Is arbitration better than court?

Arbitration has advantages in international commercial disputes: proceedings are usually faster, more flexible and confidential, and awards are easier to recognise and enforce abroad under the New York Convention.

It can be more expensive, and is not always suited to simple low-value disputes, so the right forum should be assessed in advance.

How do we protect against hidden risks in a contract?

Hidden risk usually sits in imprecise provisions, missing warranties or the absence of clauses covering unexpected events such as force majeure.

A detailed review before signing is essential. Protective mechanisms — deposits, guarantees or contractual penalties — significantly reduce legal and financial exposure.

What is the difference between brokerage and agency?

A brokerage agreement obliges the broker to bring the parties together but does not authorise them to conclude contracts on anyone’s behalf.

An agency agreement authorises the agent to negotiate and conclude contracts in the name and for the account of the principal, with broader obligations and rights, including commission after termination.

When should a lawyer join the negotiations?

From the earliest stage, when there is the greatest scope to shape the key provisions. Later on, positions have usually been agreed in principle and are harder to change.

Early legal support identifies risk, protects the client’s interests and shapes the negotiating strategy.

Next step

Let’s talk about your contract

Tell us what you are signing, distributing or licensing and we will draft it so it holds.

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