Agreement localization

Agreement localization – Agreement localization is the process aimed to bring the form and provisions of the foreign or international agreement in line with national legislation.

Agreement localization services

To order the agreement localization service you only need to provide us with your international agreement draft. We’ll translate the agreement relying on a legal and technical terminology if needed.

To provide the best service we encourage you to attach the short description of your good or service and sales policy for them.

As a result, you’ll get the agreement localized to the Russian legislation.

For this purpose, we’ll make necessary changes to your draft or come up with a new agreement based on the best suitable Russian legal construction, with minimal risks.

The agreement localization result

• professional translation of the foreign agreement using the common legal and your industry terminology;
• review the agreement for compliance with the Russian legislation and legal practice;
• tax risks analysis;
• guidelines to eliminate civil and tax risks;
• bring the agreement in line with the Russian legislation on given guidelines basis.

Why to localize the agreement?

Innovation technologies usage in the IT field causes new goods and services releases and their quick replaces. Because of new goods and services supply, the parties are involved in new contractual arrangements which are not covered by current legislation.

So the parties have to work on contract provisions very careful to fill the gaps in legislation.

When new foreign goods and services come to the Russian market they commonly just copy foreign contracts without their localization. However, the Russian legislation is based on the continental legal system where the law prevails over the case.

The wrong legal construction causes significant civil and tax risks or the contradiction between the agreement and Russian legislation which could be fixed only with the agreement localization.

The applicable law provision could not repeal public law i.e. tax legislation. Also, in some cases, the Russian legislation directly declares its provisions as imperatives regardless of parties’ agreement.

According to cl.1 of art.1192 of the Russian Federation Civil Code, the international private law provisions don’t affect imperative provisions of the Russian legislation if such imperative provisions regulate the parties’ relationships regardless the applicable law (direct applicability law). It takes place if the imperative provision has the relevant direct guide or the imperative provision takes the significant place for rights and interests defense of the parties to business transactions. In other words, sometimes, the parties have to obey the Russian legislation nevertheless one of them has a foreign-registered office.

One of these cases is the usage or management of foreign intellectual property rights in Russia.

According to cl.2 of art.1231 of the Russian Federation Civil Code the Russian Federation in case of assignment of the intellectual property law under the international agreement of the Russian Federation the Civil Code guides the scope, force, restrictions of intellectual property rights as well as their realization and defense regardless of the origin country of such rights if the international agreement of the Russian Federation Civil Code doesn’t have other guides.

At the same time, the cl.8 of art.1211 of the Russian Federation Civil Code directly declares the license agreement has to obey the legislation of the country where the licensee has the right to use the intellectual property or brand.

So the license agreement for foreign software usage has to be executed strictly under the Russian legislation. Otherwise, it could be recognized void ab initio or invalid. This may cause civil and tax risks including a collection of arrears, penalties, and fines.