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  • Overview

    Expertise in commercial contracts

    Robust contracts are essential for enduring business relationships. Knowing that you have astutely negotiated, well-drafted contracts can prevent problems arising and give you the security of having a watertight solution in place if they do.

    We can deal with all the stages of a commercial contract – from initial structuring and head of terms to preparing, negotiating and completing the contract documentation. We can also advise you on contractual disputes that may arise during a project and provide assistance with terminating a business relationship.

    Examples of the types of commercial contracts that we can assist you with, include:

    • Agency and distribution agreements
    • Supply agreements
    • Service level agreements
    • Manufacturing agreements
    • Franchising agreements
    • Outsourcing agreements
    • R&D agreements
    • Ecommerce and IT contracts
    • Warehousing, transport and logistics agreements
    • Confidentiality and exclusivity agreements
    • Deeds of variation, novation or termination.

    Our approach

    Vital to our commercial contract work is an in-depth understanding of your organisation, the industry, the commercial conditions under which you operate and your strategic objectives. We make sure the contract reflects your objectives, minimises the risks and enables you to operate cost-effectively and remain compliant.

    We provide you with a robust and commercially appropriate contractual framework designed to enhance your business relationship. Contracts are structured, negotiated and drafted in a way that makes it practical for you to operate effectively on a day-to-day basis.

  • Related Client Stories

    Contract for the manufacture and supply of nut products

    Our client sources nuts and seeds from around the world and is one of the leading UK-based nuts and seeds processors.

    TSP completes sale of a mobile telephone retail franchise

    Thomson Snell & Passmore has recently advised a seller on the sale of his mobile phone retail business.

    Advice on Intellectual Property licensing issues related to insolvency

    Advice on Intellectual Property licensing issues related to insolvency

    Advising a US based client on R&D agreements

    Our US-based client has substantial farming operations in California, Texas and Florida. Our client had identified an opportunity to work with a UK grower to produce celery in both the UK and Spain.

    Advice on various licence agreements to protect intellectual property

    Our client works with many plant breeders to maximise the commercial exploitation of their plant variety rights, exploring opportunities with, and granting sub-licences to, many overseas fruit and vegetable growers.

    Drafting terms and conditions to limit liability for a flying school

    Our client operates a flying school and we were engaged to prepare the terms and conditions that would apply to hands-on flying lessons and, for experienced flyers, the hire of rotary-wing aircraft.

    Advising a leading regional care home on new terms and conditions of residence

    Our client owns and operates 15 care homes throughout Kent and the South East and required us to prepare new terms and conditions of residence for its 3000 care home residents.

    Preparation of standard terms and conditions

    We acted for an events management company and prepared their standard terms and conditions.

    Drafting a consultancy agreement for software development

    Our client is a direct marketing and digital agency that specialises in e-bulletins.

    Enforcing the retention of title provisions

    Our client supplies and installs air and water valves. Our client had existing terms and conditions but had encountered difficulties with enforcing the retention of title provisions.

    Advising on website terms and conditions of supply

    Our client sells plant-based products online to both consumers and other businesses.

    Contract drafting to protect clients interests and control of fees

    Our client had been commissioned by a well-known high street bank to develop software to manage the bank’s employee pension benefits and, following the development, to maintain and support that software.

    Advising on change of use for commercial properties

    Our client owned commercial units which, during the economic downturn, had remained unlet for a significant period of time. Therefore, our client looked at new ways in which the commercial properties might be used to generate income and offering warehouse space for self-storage to other businesses was an attractive solution.

    Advising our client on a research and development agreement for commercial exploitation

    Our client supplies plant-based products and, working in collaboration with a research group at a University, our client was looking to develop new products for commercial exploitation.

  • Latest Updates

    Contract catastrophes: 5 common dangers in contracts and how to avoid them

    Contracts form the basic features of any business and play a significant part in how you carry out your business. It is also a very common area for mistakes with even the simplest agreements proving challenging. The following reveals the most common errors and the best way to avoid them.

    Motorline acquires again to strengthen Nissan market in the South of England

    The Motorline group has recently completed another acquisition to add to its series of business purchases over the last few years.

    Cot mattress maker Kit for Kids in Sevenoaks raises £3.7m from investors

    A cot mattress manufacturer has secured £3.7 million from investors to meet growing demand in the UK and abroad.

    Electronic signatures – the final flourish of the fountain pen?

    The question that is increasingly being asked in a digital age where documents are emailed between parties is whether electronic signatures can be used or do we still need that pen to provide a “wet ink” signature on a paper copy of the document?

    Giving away shares in the family company

    Giving away shares in the family company

    Brexit: what are the implications?

    When the news broke about Brexit on 24th June 2016, our expert lawyers each wrote a round up of the implications that could potentially you and your business.

    Family Investment Companies – an alternative to trusts

    A Family Investment Company can be very beneficial for inheritance tax planning, asset protection and wealth accumulation.  Nicola Plant, Partner in our Tax Planning team, gives an outline of the Family Investment Company and its uses.

    Brexit - there is a great deal to think about

    Senior Partner, James Partridge speaks to the Times of Tunbridge Wells and describes the impact that the Leave vote will have on businesses and looks at five key areas including commercial contracts, dispute resolution, employment, commercial property and data protection.  

    Brexit - what are the implications?

    Following the much awaited UK referendum outcome, we have been thinking about what a Leave vote could mean and, set out below, are articles with our first thoughts.

    Brexit - Impact on Commercial Contracts

    The much awaited UK referendum outcome has been announced and the UK will leave the EU.  But what are the implications for new and existing commercial contracts?

    Contractual Variation

    Globe Motors, Inc and others - v - TRW Lucas Varity Electric Steering Limited and another [2016] EWCA Civ 396

    Protecting your business

    Many business owners, when thinking about protecting their business, insure against common business risks such as property damage, theft, third party liability and business interruption.  A few also look at keyman insurance to cover the risk of the owner becoming incapacitated because of some physical or mental condition or unplanned absence abroad but very few create a lasting power of attorney which will give an individual the authority to run the business in such situations.

    Are you a heat supplier?

    If you are a building owner or landlord of a commercial or residential multi let building you may be affected by the Heat Network (Metering and Billing) Regulations 2014.

    Dispute with a manufacturer

    MexxaMixx is a Kent-based business which manufactures and sells a range of Mexican style cooking sauces.

    Getting the products into a major supermarket

    MexxaMixx is a Kent-based business which manufactures and sells a range of Mexican style cooking sauces. Its operations recently expanded and it was ready to sell its products in a leading supermarket’s stores across the UK. Thomas, one of the directors, approached us, for advice on the supply contract which had been prepared by the supermarket.

Get in touch

Just a short note to thank you for your outstanding support. I have seldom been through such a frustrating experience, but this was greatly eased by the thoroughly professional way in which you supported us. I cannot imagine there will be any more acquisitions coming my way, but if there is, you may be sure that I will seek your support again.


Having the experienced and professional team from Thomson Snell & Passmore on board during the sale definitely added value to the transaction. Their tireless pressure and determination on legal points did not go unnoticed and I will always be grateful for the impact their hard work delivered to achieve the final result.


I’ve been so impressed with you all and it’s been a real pleasure working with you and I hope this is the start of a long relationship. I’ve really appreciated the extra time and out of hours effort you have put in to help us get to the finish line. So thank you so much.


I really appreciate the effort you and your team have put in and also for the goodwill of keeping the costs down. I certainly hope this to be the start of a long term relationship. I’ve been extremely impressed by you and thank you so much for turning it around quickly. It goes without saying I’d be happy to recommend you.


We have had very good service across a number of disciplines and look forward to doing more in the future.


I realise they have not been the easiest outfit to work with but I just wanted to say thank you - to you and your team - for the extraordinary commitment you have all put in to get us to the line. I was expecting you to hit your limit of tolerance these last few days, if that happened you hid it well and due to your effort, flexibility and forward thinking we finally got there… despite their best efforts at times!


Many thanks indeed for all you have done and particularly the way you have done it.  Straight to the point and very pragmatic – exactly how I was told you work and the way I like to do things too. The recommendation was spot on.


There was much to this conversion that was not encountered before by TS&P, and much which we discovered, which belied the siren voices of how easy it would be. We are now there, on our way, and picking up momentum. So I offer our thanks to TSP.


An excellent all round service from everyone involved.

Managing Director of Greenstar Hotels PLC

We have worked closely with TS&P for a number of years and have concluded several commercial transactions during that time. The service has always been professional, responsive and reliable.


I would like to say a big thank you for all your efforts on our behalf over the past year. You have been extremely proactive, which was one of our principal requirements, and have taken the time to understand our business; it has been appreciated.


Very personable partners, vast experience in most areas of lawyer business.

Corporate Intermediary

At TS&P I have a contact and we were in deep discussion for hours. There was obviously a personal relationship that built up.


Their commerciality is important - they know where we want to get to.


Superb professional service. Instant replies to issues and enquiries. Easy access to decision makers.  


Highly professional, not only dealing with the legal details but also with keeping the eyes on the overall commercial objective.


I use TS&P as I have a very longstanding relationship. James Partridge has detailed knowledge of the affairs of my organisation and this, coupled with his sharp legal skills, means that I don't look elsewhere


I expect and receive first class advice and service. This is helped by James's knowledge of my organisation and a good chemistry between us. I like to understand the reasons for the advice and James is focussed and succinct when discussing matters over the phone


Meet The Team

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