Contract Review in France

Uncapped or one-sided liability is the single costliest clause to get wrong — under French law, a limitation clause that undermines an essential obligation of the contract can be struck down entirely.

Broad indemnities can shift another party’s losses onto you.

Short notice, no termination-for-cause, or missing exit rights leave you locked in.

Ownership of work product, background IP, and licence grants must be explicit.

French law imposes an explicit duty of good faith and pre-contractual disclosure — silence or a misleading omission during negotiation can carry consequences it wouldn’t in a purely common-law contract.

Payment schedule, late-payment interest, and milestone triggers decide your cash flow.

Scope, duration, and carve-outs determine whether it is actually enforceable.

Whether French law (and the Code civil) or another jurisdiction’s law governs — and where disputes are heard — is critical for cross-border deals.

Overbroad warranties create liability; missing ones leave you exposed.

French case law generally requires a post-employment non-compete clause to include mandatory financial compensation to the employee for the restriction — a non-compete without this compensation is typically unenforceable, a requirement most common-law jurisdictions don’t impose.

Silent renewals and unilateral change rights quietly extend your obligations.

Whether events beyond your control excuse performance — the Code civil itself defines force majeure conditions that can apply even where a contract is silent.