Expertise/Contract Law

Service

Commercial Models and Contract Structuring

A company sells directly or through distributors, agents, marketplaces and franchisees, and the chosen arrangement determines who enters into the contract with the customer, how goods and money flow and who bears the risks.

We are most often instructed by:

  • Manufacturers and suppliers selling directly or through partners
  • Marketplace sellers
  • Companies commissioning contract manufacturing

The information on this website is provided for information purposes only and does not constitute a public offer.

What the Service Includes

Timing and Fees
–timing on request
from ₽fee on request

Timing and fees are indicative and are confirmed when the engagement is agreed.

01 / Overview
Commercial model

A single commercial model involves several contractual relationships at once. Sales through a marketplace require agreements with the platform and a logistics operator, as well as customer documents. For recurring shipments, a framework agreement is used: the general terms are fixed once, individual batches are ordered by purchase order and payment is linked to each batch. In contract manufacturing, raw materials, product requirements, rights to formulations, technology and designations, quality and output volumes are regulated separately.

Antimonopoly and other restrictions applicable to the chosen model are assessed separately. The rules on sales to consumers, returns, product information and the handling of customer data depend on who interacts with the customer and how.

The commercial concession (franchise) agreement and rights to designations in franchising are described on the “Franchising” page.

02 / Outcome
Service Outcome
  • Chosen structureA description of the model: the participants, their functions, the flow of goods and payments, and the allocation of risks.
  • Set of contractsForms of supply, agency and distribution agreements for the chosen model, with annexes and public offers.
  • Post-negotiation draftsDocuments as they stand after negotiations with partners, with any outstanding points of disagreement marked.
  • Launch documentsThe procedure for concluding contracts and the documents for the transition from the previous relationships to the new ones.
  • Changes to documentsUpdated documents when new channels, partners or territories are added.

The outcome of the service is the work performed within the scope agreed with the client.

03 / Projects
Selected Projects
01 / 05

Joint activity

Distribution partnership between English, Kazakh and Chinese companies

Challenge

English, Kazakh and Chinese companies were forming a partnership for joint activity in distribution. The relationship between the participants was worked out under the law of England and Wales.

What was done

The arrangements for conducting the joint activity, the distribution of economic results, decision-making and changes in the membership of the partnership were worked out. The work included participation in drafting and negotiating the documents, taking into account the interests of participants from three jurisdictions.

Financing structure

Co-investor obligations and security in a grain elevator construction project

Challenge

Funds from several co-investors were being raised to build a grain elevator. Their obligations had to be combined into a single financing structure.

What was done

A comprehensive structure was developed combining the investors' obligations with security and option mechanisms. The procedure for providing funds, the interrelationship between the individual elements of the transaction and the terms defining the parties' rights under different project implementation scenarios were agreed.

Cross-border transaction

Contractual relationship between Russian and Kazakh companies under the law of England and Wales

Challenge

A Russian and a Kazakh company were entering into a transaction whose documents were governed by the law of England and Wales.

What was done

The work included advice on the structure of the contractual relationship and participation in drafting and negotiating the terms of the transaction. Specific issues were worked out in the light of the chosen governing law and the involvement of parties from different jurisdictions.

Foreign trade contract

Negotiating a Chinese-law contract for the supply of production equipment

Challenge

Participation in advising the Russian party on a transaction for the supply of production equipment governed by Chinese law. Advisers from China were engaged on matters of Chinese law.

What was done

The terms of the contract were negotiated, and specific issues relating to the Russian and Chinese parts of the transaction were coordinated. The comments of the Chinese advisers were taken into account in working out the contractual terms and the final version of the documents.

Contract review

Pre-signing review of contracts for the international sale of goods

Challenge

A Chinese company required a legal review of contracts for the international sale of goods between China and Russia. Such contracts carry risks of inconsistency in the governing law, delivery terms and dispute resolution mechanisms.

What was done

The review covered the governing law, delivery terms (Incoterms), the dispute resolution procedure and the currency and tax aspects of the contracts. The risks identified were eliminated before signing.

04 / Questions
Frequently Asked Questions

The “Concluding, Amending and Terminating Contracts” service is appropriate where the matter concerns a specific contract: one that needs to be drafted, reviewed, negotiated, amended or terminated.

Structuring a commercial model starts earlier. First, the system of relationships itself is defined: who is involved in sales, what functions each participant performs, how goods and money flow and which contracts link the participants. A set of documents is then prepared for the chosen structure.

A distributor, as a rule, buys the goods and then resells them in its own name and for its own account. An agent acts for the account of the principal, and whether transactions with third parties are entered into in the agent's or the principal's name depends on the terms of the agency agreement.

The difference affects payment arrangements, relations with customers, the allocation of liability and the terms of the supply agreement or agency agreement that documents the relationship.

Such terms require separate assessment. Whether territorial, price and other restrictions are possible depends on the nature of the relationship between the parties, the content of the specific term and the applicable antimonopoly requirements.

Permissible restrictions are determined when the model is structured, before they are included in contracts and the structure is launched.

As a rule, no. The platform's documents govern the relationship with the platform itself but do not cover all of the seller's relationships with customers, logistics operators and other participants in sales.

Structuring determines which documents are required for the particular structure chosen: terms of sale, returns and acceptance, customer documents, and contracts with logistics and other partners.

As a rule, yes. The existing structure is analysed first, and it is determined which relationships and documents are retained, changed or terminated.

A new structure is then prepared and transitional arrangements are determined: which contracts are concluded afresh, which are amended and from what point the new rules apply to partners and sales.

An hourly rate, a fixed fee or a combined model is used; in some cases part of the fee depends on the outcome achieved. The fee is determined by the time actually spent, the complexity of the matter and the overall timeframe of the project, and is agreed before work begins.

Key Contacts
Deni Murdalov Deni Murdalov Partner, PhD (Law), LL.M. Ilya Smirnov Ilya Smirnov Partner

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Other Services in This Practice
Concluding, Amending and Terminating Contracts Foreign Trade Contracts Contract Management on Retainer Systematic Contract Management Sanctions Compliance Licensing Trade Secrets and Confidentiality Documents and Consultations

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