Contracts and commercial relationships · Czechia and Slovakia
Distribution and franchise agreement
A distributor or franchisee sells under your brand, and a poorly structured agreement can mean a lost territory, a damaged reputation or a partner you cannot remove. We prepare distribution or franchise documentation with clear exclusivity, brand protection and fair termination, for networks in Slovakia and Czechia and for expansion further afield.
- Lawyer registered with both the Czech and Slovak Bar Associations
- SK↔CZ expansion through one firm
- Fees agreed in advance
What we'll do for you
Distribution relationships tend to last years, which is precisely why the agreement must settle matters you would rather not think about today: what happens to a territory if targets are missed, who retains customers and how you part ways.
Select an item to see the details.
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Structuring the model
Distribution, dealership, commercial agency or franchising — we select the legal model based on how the relationship will actually operate, with different termination consequences.
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Contract documentation
An agreement with schedules — products and prices, territories, ordering process and marketing duties — ready for repeated use across the network.
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Exclusivity and targets
Exclusivity linked to sales targets and clear consequences of non-performance — exclusivity without commitments means giving away a market.
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Brand and know-how
Trade mark licences, brand usage rules and protection of manuals and know-how during and after the relationship.
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Competition law
Resale pricing and restrictions on online or out-of-territory sales — we structure these within competition law so your own agreement does not create problems.
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Termination and transition
Notice periods, selling remaining stock, customer takeover and non-compete restrictions — ending a partnership without paralysing sales.
Deliverablecontract documents for a sales network: a distribution or franchise agreement with schedules, ready for repeated use
How it works
Does this process fit your matter? Describe it to the attorney →
- Consultationday 0
We discuss how the network should operate and recommend the model and document suite.
- Draft agreement
We prepare and refine the documentation with you, including reusable schedules. One round of comments is included; further revisions are agreed in advance.
- Partner negotiations
We support negotiations with distributors or franchisees at home and abroad.
- Network operation
New territories, changed terms and underperforming partners — we keep the documentation current with you.
No-obligation enquiry
Ready to start?
Send us an enquiry. We reply within 24 hours with a price confirmation and next steps. The first 30-minute consultation is free and commits you to nothing.
- 1Send your enquiry via this form
- 2Within 24 h you get a price confirmation and plan
- 3We start work only after your approval
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What clients ask
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What is the difference between a distributor and a commercial agent?
A distributor buys goods on its own account and resells them; a commercial agent merely arranges transactions on your behalf. The distinction is crucial on termination — a commercial agent may have a statutory entitlement to an indemnity for the customer base developed. An incorrectly labelled relationship is assessed by its actual substance, so we select the model according to how it really works.
Can I tell a distributor what price to charge?
Directly fixing resale prices is generally prohibited as a cartel arrangement — recommended and maximum prices are permitted if structured correctly. This is an area where a poorly drafted agreement exposes both parties to fines; we therefore keep pricing provisions within competition law.
What additional provisions should a franchise agreement contain?
Franchising licenses an entire concept — distribution matters are supplemented by brand and know-how licences, operating manuals, training, standards monitoring, a marketing fund and entry or ongoing fees. Robust protection of know-how after termination is also needed to prevent a franchisee becoming a competitor using your instructions.
A partner is missing sales targets. How do I remove them?
Exactly as the agreement provides — a well-drafted agreement links exclusivity and duration to measurable targets, with options to reduce the territory, remove exclusivity or terminate. If your current agreement lacks these mechanisms, we assess termination options and prepare a better one for future partners.
We are expanding from Slovakia into Czechia. Do we need a new agreement?
Usually, one set of documents adapted to both legal environments is sufficient. As lawyers registered with both Bar Associations, we prepare it to work in both markets, including a bilingual version and suitable choices of law and court.
How much does preparing the documentation cost?
It depends on the model and the scope of schedules. We confirm the fee in advance after the initial consultation — and the agreed fee stands.
Legal Q&A
Common questions on this topic
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Can the franchisor change the operating manual unilaterally?
Generally yes, and appropriately so: the manual is a living document that maintains network standards. The right is not unlimited, however. Changes are restricted to what the parties agreed, and a change to the substance of the obligation or the agreed price cannot be imposed by referring to the manual. The key questions are whether the agreement allows time for implementation and who bears the resulting investment costs.
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Which law governs a franchise agreement between a Czech and a Slovak company?
If the parties do not choose the law, the franchise agreement is governed by the law of the franchisee's habitual residence: the party taking and operating the franchise, rather than the brand owner's country. This follows from the Rome I Regulation's specific franchise rule. We therefore recommend an express choice of law; otherwise, a Slovak franchisor may discover that its Czech network operates under Czech law.
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Our commercial agent is taking clients after the agreement ended. Will the non-compete clause hold up?
It depends on the wording. The Commercial Code permits restrictions on an agent's competing activity for up to two years after the agreement ends, within a defined territory or for a defined group of customers there. A clause targeting your customer base has prospects of enforcement; a blanket prohibition on doing business may be restricted or declared invalid by the court. Do not confuse this with an employee non-compete, which has separate, stricter requirements.
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Further reading
Non-compete clauses: different rules in Slovakia and Czechia
The governing law and type of contract are decisive for a non-compete clause. Slovak § 672a regulates commercial agency and imposes a two-year ceiling; in other commercial relationships, the proportionality of the restriction must be assessed separately. Czech § 2975 has a general five-year ceiling and does not require compensation, although commercial agency is subject to special rules in Czechia too.
Read more →
Acceptance records in contracts for work: the formality that determines payment
Contractors generally do not get paid until handover, and the contract defines what handover means. How to agree acceptance records, deemed acceptance and acceptance with minor defects, and how Slovak and Czech case law treats withheld signatures.
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Lower cash payments from January 2026: the limit fell to EUR 5,000
A uniform EUR 15,000 threshold applied for three years. From 1 January 2026, the dual regime returned: EUR 5,000 generally, and EUR 15,000 only between individuals acting outside business. What this means for purchase prices, advances and instalments.
Read more →