Distribution, franchise, partnership, commercial agency, NDA, advertising. Every commercial relationship that scales beyond a single transaction needs the right contract. In France, the framework is layered: the French Civil Code for general rules, the French Commercial Code for B2B specifics, EU Regulations on vertical restraints, and sector-specific rules for franchising and commercial agency.
Reviewed by Nathalie Dreyfus, European Trademark and Patent Attorney. Last updated: June 2026.
Commercial contracts. Generic framework for B2B relations, governed by the French Commercial Code and the Civil Code. Used for one-off and recurring transactions.
Distribution contracts. Cover the relationship between a supplier and a distributor. Includes exclusive distribution, selective distribution, franchise, commercial agency and commission affiliation, with different legal regimes and exit rules.
Franchise contracts. Govern the transmission of know-how, distinctive signs (trademark) and ongoing assistance from a franchisor to a franchisee, in exchange for entry fee and royalties. Subject to Loi Doubin pre-contractual disclosure obligations.
Partnership contracts. Define horizontal collaboration between independent parties on a shared project, with pooled resources and shared decision-making, without creating a joint entity.
Advertising and sponsorship contracts. Frame the relationship between an advertiser and an agency, an influencer or a sports/cultural partner. Subject to French marketing rules including the 2023 influencer law.
Confidentiality agreements (NDA). Protect sensitive business information disclosed during negotiations, R&D collaboration or M&A processes.
Codified at Article L.330-3 of the French Commercial Code, the Loi Doubin (Law n° 89-1008 of 1989) requires franchisors and similar networks to provide a disclosure document (DIP) at least 20 days before signature.
Source: Article L.330-3 of the French Commercial Code.
EU Directive 86/653 sets minimum protection for commercial agents, including indemnity at termination. Mandatory rules cannot be set aside by parties choosing non-EU law.
Source: Council Directive 86/653/EEC.
The VBER (Regulation (EU) 2022/720) exempts vertical agreements from competition rules under specific conditions, including market share thresholds and exclusion of hardcore restrictions.
Source: Regulation (EU) 2022/720, VBER.
Article L.442-1, II of the French Commercial Code sanctions sudden termination of established commercial relations without sufficient notice. Damages can reach several months or years of margin.
Source: Article L.442-1, II of the French Commercial Code.
Foreign franchisors expanding to France must deliver a French-compliant pre-contractual disclosure document at least 20 days before the franchisee signs. Failure exposes the franchise to annulment risk.
EU Directive 86/653 grants commercial agents an indemnity at termination, capped at one year of average commission. This rule is mandatory and applies even when parties chose foreign law.
Article L.442-1, II of the French Commercial Code requires sufficient notice when ending an established commercial relation. Notice ranges from a few months to two years depending on relation duration.
Vertical distribution agreements must avoid hardcore restrictions (price fixing, absolute territorial protection) and respect market share thresholds (30 percent supplier and buyer) to benefit from the EU block exemption.
Article L.442-1 of the French Commercial Code sanctions significantly unbalanced clauses in B2B relations, with damages and administrative fines up to 5 million euros, doubled in case of recidivism.
Exclusive, selective, franchise, commission affiliation contracts adapted to French law.
Drafting and termination of commercial agency contracts under Directive 86/653.
Horizontal collaboration agreements, R&D partnerships, co-marketing alliances.
Advertiser-agency contracts, influencer agreements compliant with the 2023 French law.
NDAs, letters of intent, memoranda of understanding, exclusivity letters.
Representation in distribution, franchise and commercial agency disputes before French courts.
The DIP is a pre-contractual disclosure document that franchisors and similar networks must deliver to the prospective franchisee at least 20 days before signature. It includes the franchisor’s identity, network, market, financial information, and the conditions of the proposed contract.
Almost never. Article L.442-1, II of the French Commercial Code requires sufficient notice for established commercial relations. Notice ranges from a few months to two years depending on relation duration, exclusivity and dependency. Sudden termination triggers significant damages.
The indemnity applies if the agent operates in the EU or under EU mandatory rules. EU case law (Ingmar) has extended its scope to agents operating in the EU even when parties chose non-EU law, when the contract has a strong EU connection.
Yes, subject to EU competition law. Exclusive distribution is allowed under the Vertical Block Exemption Regulation if market share thresholds (30 percent) and hardcore restriction limits (no resale price maintenance, no absolute territorial protection) are respected.
An NDA is a contract that protects sensitive information disclosed in commercial negotiations, M&A processes, R&D collaboration or partnership exploration. It defines confidential information, restricted uses, duration, exceptions and remedies. A robust NDA is essential before any meaningful exchange.
Yes. The Law n° 2023-451 of 9 June 2023 regulates influencer marketing in France, with mandatory disclosure of commercial partnerships, specific rules for regulated products (alcohol, finance, gambling, health, cosmetic surgery), and a written contract requirement above a financial threshold.
