Contract Drafting and Review

Post oil policy of Azerbaijan opened the new era in the economy of the country mainly calling for new challenges and incentives featuring the liberalization of the business environment and openness to international trade. Today, the entrepreneurial sphere is mostly characterized by its attractiveness for foreign investment and numerous amenities for running a business. Emerging diversified international commercial environment asks for more demanding transaction skills and negotiations while entering into business deals, commercial operations or any business contracts. 

Commercial and Contract Law in Azerbaijan

Azerbaijani legal system is based on the continental law system inherited from the Soviet Union. Therefore, all main elements of continental contract law are present in Azerbaijan. Unlike the common law system, the court system is not based on precedent law, but only precedents of the Constitutional Court have legal force. Moreover, as in most continental law systems, consideration is not a compulsory element in Azerbaijani contract law.

Each contract (commercial deal) must be drafted in strict compliance with the Civil Code of the Republic of Azerbaijan which prescribes mandatory rules and provisions for the contracts in general and for specific contract types. This shall not imply that Azerbaijani contract law eliminates freedom of contract principle, but are complementary to the text of the agreement of parties and prevails over the agreement where it prescribes mandatory terms and conditions.  

CLC contract lawyers are well experienced in the contract law drafting in Azerbaijan, with international education and practice, as well as experienced in dealing with local parties, state authorities, and courts. Moreover, our lawyers have extended experience in various industry contracts, such as construction, hospitality, company management, import and export contracts, trade agreements, INCOTERMS, loan and credit agreements, investment and joint venture agreements, shareholder agreements, IT and technology, IP licensing agreement, various contracts in the manufacturing industry, 

International businesses planning to engage in joint venture agreements in Azerbaijan, or other joint businesses or partnerships, shall obtain consultancy in advance before even commencing the negotiations. Most of the joint venture projects involving foreign parties are negotiated and concluded with certain difficulty, due to ignorance of local rules and conditions or miscalculation of costs, as well as lack of professional support. Parties of a joint venture agreement or shareholder agreement incorporating joint venture company in Azerbaijan may freely make a contribution in kind or a contribution in cash, freely transfer funds to and from Azerbaijan, agree on the profit (dividend) and cost distribution, arrange the management of the joint venture via the joint venture agreement in Azerbaijan. 

Our contract law services 

Our contract lawyers represent clients in all areas of international business transactions and commercial operations, including sale and distribution of goods and services (including multimillion goods like planes, agricultural techniques and etc), licensing issues, corporate taxation, compliance with foreign investment, and various commercial negotiations. To facilitate this process and to serve the scene of possible scenarios, we advise our clients through our vast network of real estate brokers, HR managers, specialists in foreign visas, and others.

Our contract and commercial lawyers support the clients in the following transactions:

• Advising on, negotiating and drafting letters of intent, confidentiality and non-disclosure agreements,
• joint venture and consortium agreements;
• shareholder agreements and share transfer agreements; 
• international sale of goods, international services, BOT, partnering;
• distribution, agency and sales representative agreements, technology transfer and licensing agreements;
• Representation of buyers in the acquisition of businesses in foreign countries;
• Representation of buyers and sellers in international sales transactions;
• Letters of credit and trade finance documentation;
• Export and import agreement and contracts;
• Provision of ready to use and modified agreement forms and contract terms for businesses; 
• Formulation of contracts general terms, such as service agreements and sales contracts;
• Representation at courts and defending the interests of clients;
• Registration and translation of letter of attorneys;
• Interface with regulatory authorities, including registration or approval of contracts where necessary; 
• Contract drafting services in various industries, either international or local, in multi-language formats; 
• Business-law solutions to other and complicated business needs involving commercial dealings;
• Demand-based legal services related to commercial deals and contracting; 

We support businesses in tenders and ensure our client’s interests are best protected in tender procedures, both domestically and internationally. We also provide support to in-company procurements for tendering and contracting purposes.

Legal Audit: We detect situations of breach of law and breach of company rules (namely, intra-company fraud), as well as, contracting and contract law risks by inspecting currently used agreement forms in a company. Legal Audits includes checking how well company structures and employees follow the company rules and whether these rules comply with legislation and avoids conflict of interest situations.