Drafting, negotiating and securing your commercial contracts, in France and abroad
In business, almost everything runs through the contract: an order, a partnership, a distribution arrangement, a service agreement, an investment, etc. A well-drafted contract secures the relationship and allows to avoid conflict; a poorly drafted one, by contrast, becomes a source of risk that often surfaces only once a dispute has arisen. LexInnov Law Firm has made this field the heart of its practice, at the service of companies and their executives.
Contract: the foundation of legal certainty
Since the 2016 reform of contract law, the French Civil Code sets out precise rules on how agreements are formed and performed (Articles 1101 et seq.). Three principles shape the field: freedom of contract, the binding force of the contract between the parties (Article 1103) and good faith, which applies both when negotiating and when performing the agreement (Article 1104).
This framework comes with concrete obligations. The duty to inform (Article 1112-1) requires each party to disclose the key information it holds. Consent vitiated by mistake, fraud or duress can render the agreement void. The negotiation stage itself is not neutral: it must be conducted fairly, and wrongfully breaking them off can give rise to liability. All of which makes the work done before signing « a decisive moment« .
The clauses that make the difference
A solid contract does more than describe the subject matter and the price. Several clauses deserve particular attention:
- the term and termination clause, which sets the conditions for exit and heads off contested terminations;
- the liability clause, which allocates risk between the parties;
- the force majeure clause (Article 1218), which governs what becomes of the contract in the event of an unforeseeable and unavoidable event;
- the hardship clause (Article 1195), which allows renegotiation where an economic upheaval makes performance excessively onerous;
- confidentiality and intellectual property clauses, essential wherever know-how or a creation is at stake;
- the dispute-resolution clause, which settles in advance the governing law, the competent court and the method of resolution should disagreement arise.
Each of these clauses has to be drafted for the actual deal: standard wording copied from a template or generated by artificial intelligence, often lets through the risks specific to your business.
The international dimension: anticipate before you sign
As soon as a contract involves a party or a place of performance abroad, new questions arise — better settled in the contract itself than discovered in the middle of a conflict.
- The governing law should be chosen expressly: failing that, the European “Rome I” Regulation determines which law applies, and it is not always the one the parties would have wanted.
- The competent court should be designated by a jurisdiction clause, or the dispute referred to arbitration. The parties may also provide for a prior mediation attempt, an amicable method of resolving disputes.
- For sales of goods between businesses in different countries, the 1980 Vienna Convention (CISG) may apply automatically, unless it is deliberately excluded.
- To these are added the language of the contract, the currency of payment, the payment terms and the Incoterms, which allocate the costs and risks of transporting the goods.
These seemingly technical choices have very real consequences: they determine which court will hear any dispute, under which rules, and with what delays and costs.
How LexInnov Law Firm can help you
The firm is involved at every stage in the life of a contract: auditing your existing contracts and general terms and conditions, tailor-made drafting suited to your business, negotiating alongside your teams, and handling litigation when performance runs into trouble. Particular care goes to international transactions, where anticipating legal risk is decisive.
LexInnov Law Firm handles matters relating to contract law and international contracts, for companies and their executives alike. Click here to make an appointment: Maître Simon will review your situation and propose a strategy tailored to you.
Grenoble – 17 September 2026