Contracts and negotiations
A contract should turn the business model into a clear scope, decision process, allocation of responsibility and exit plan. These materials help foreign businesses assess Polish-law agreements as a whole.
Practical questions
A practical guide for a foreign or Polish business appointing a sales agent in Poland, from authority and commission to termination and goodwill indemnity.
Read the guide ↗A practical guide for a business leasing an office, shop or service premises in Poland, covering cost, condition, fit-out, termination and handback.
Read the article ↗Many Polish B2B contracts do not require a handwritten signature. The signing method must nevertheless reflect the statutory form, the contract wording and later notices.
Read the article ↗Allowing a team to use AI does not create a safe workflow. An agency needs approved tools and data rules, human review, a clear rights chain and an accurate allocation of responsibility with the client.
Read the article ↗A non-compete clause in a Polish B2B agreement should protect a specific commercial interest rather than exclude a contractor from an entire market. Its scope, duration, exit rules and sanctions need to be drafted for the actual relationship.
Read the article ↗A sound NDA does not simply label “all information” as secret. It identifies what is disclosed, the permitted purpose and recipients, the protection period and the practical controls showing that the business genuinely protects its know-how.
Read the article ↗A DPA is required where a supplier processes personal data on a company’s behalf and for its purposes. Access to data alone is not enough; the parties’ roles must first be classified correctly.
Read the article ↗A contractual penalty is effective only if it secures a properly defined non-monetary obligation, uses a clear calculation method and is consistent with the liability, termination and damages provisions.
Read the article ↗The choice between acquiring shares and acquiring a business affects continuity, liabilities, contract transfers, employees, approvals and the scope of due diligence.
Read the article ↗Ending a B2B relationship requires more than a termination email. The contract, settlement exposure and operational handover should be reviewed together.
Read the article ↗An implementation agreement should turn the business objective into measurable scope, acceptance, change control, IP allocation and an exit plan.
Read the article ↗Governing law, jurisdiction and contract language are separate choices. They should be coordinated with enforcement and the actual delivery model.
Read the article ↗Equal ownership gives the shareholders similar positions, but without a dispute mechanism it may result in a lasting paralysis of the company.
Read the article ↗Giving an accounting firm access to KSeF does not determine who issues invoices, verifies their content or responds to errors. These responsibilities should be set out in the agreement and the document workflow.
Read the article ↗The investment amount and equity percentage are only the beginning. The round documents must also address control, investor protection, founder obligations and exit rights.
Read the article ↗Paying for software does not automatically transfer rights to the code. The agreement should cover chain of title, exploitation rights, open source, repositories, acceptance and exit arrangements.
Read the article ↗A share purchase agreement should address more than the number of shares and the headline price. Payment mechanics, liability for the company’s condition and closing conditions are equally important.
Read the article ↗A shareholders' agreement can regulate funding, reserved matters, share transfers, deadlock and exit. Some protections must also be reflected in the company's articles to have the intended corporate effect.
Read the article ↗How to document a shareholder loan, verify representation and approvals, set commercial terms and coordinate Polish tax and accounting treatment.
Read the article ↗Scope, service levels, subscriptions, data, security, IP, liability, changes, suspension, termination and exit in a Polish-law SaaS agreement.
Read the article ↗Deliverables, approvals, advertising disclosures, claims, image and content rights, statistics, exclusivity, reputational events and cancellation.
Read the article ↗How to structure an agency-client agreement around the brief, approvals, revisions, media spend, results, IP, subcontractors and termination.
Read the article ↗The special representation rule in Article 210 of the Polish Commercial Companies Code, shareholder resolutions, proxy scope and practical signing risks.
Read the article ↗Comparing a Polish branch and subsidiary by legal identity, liability, registration, governance, contracts, accounting and operational independence.
Read the article ↗A practical guide to the conversion plan, valuation, corporate documents, KRS registration, contracts, liabilities and operational implementation.
Read the article ↗Corporate authority, resolutions, term of office, representation, KRS filing and the separate contractual relationship with a board member.
Read the article ↗A practical guide to bringing an investor into a Polish sp. z o.o.: pre-money valuation, cap table, new shares, share premium, investment documents, closing and KRS registration.
Read the article ↗Transfer restrictions, corporate consents, contract form, price, liability, KRS-related updates and beneficial-owner reporting.
Read the article ↗How Polish businesses can assess and reduce the risk that a B2B arrangement is treated as employment.
Read the article ↗A practical guide to organising corporate, contract, employment, IP, data-protection and dispute records before an investment or sale.
Read the article ↗Key issues for founders and investors: roles, reserved matters, financing, vesting, transfers, deadlock and exit.
Read the article ↗A practical review of scope, acceptance, payment, liability, intellectual property, confidentiality and exit provisions in a Polish-law B2B contract.
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