Many companies routinely use the same templates for agency, distribution, supply, manufacturing, service provision, or commercial collaboration agreements. Although these templates remain legally valid, the regulatory landscape has shifted.
Compliance matters that were previously managed primarily through internal policies are increasingly being incorporated directly into commercial contracts. Depending on the sector, the countries involved, and the position of each party, this review may specifically impact:
- International sanctions and export controls.
- Anti-money laundering (AML) and Know Your Customer (KYC) procedures.
- Anti-corruption and bribery prevention.
- Sustainability, human rights, and supply chain management.
- Data protection and international data transfers.
- Cybersecurity and information security.
- Competition law.
- Intellectual property, confidentiality, and know-how protection.
- Sector-specific regulations.
Adapting a contract to this new environment involves more than simply adding a generic compliance clause at the end of the document; it requires reviewing whether the contract properly allocates risks and obligations between the parties and establishes adequate mechanisms to manage them should issues arise. In practice, this usually entails reviewing the following aspects of the templates:
- compliance representations and warranties;
- obligations regarding information, cooperation, and the provision of documentation;
- verification or audit mechanisms and associated costs;
- remediation timeframes and procedures;
- grounds for suspension or termination;
- and alignment with the applicable legal framework and the countries involved.
Not all contracts require the same provisions, a nuance that is often overlooked. In an agency agreement, obligations regarding anti-corruption or adherence to international sanctions may carry greater weight; conversely, in a supply agreement, supply chain traceability, product origin, or export controls are often more critical. For this reason, it is advisable to periodically review the international contract templates used by the company and verify whether they still address the actual risks associated with each business relationship.
At Feliu N&I, we assist companies in reviewing and updating their international contract templates to align them with the legal and regulatory realities of their operations.
