Clarification of the mandatory content of the pre-contractual information document in commercial cooperation agreements - Law of 8 February 2024

According to Book X, Title 2 of the Code of Economic Law (CEL), a pre-contractual information document must be provided at least one month before entering any commercial cooperation agreement (such as but not limited to franchise agreements). Non-compliance may lead to nullity of non-disclosed clauses or even of the whole agreement.

The pre-contractual information document must include, among other things, the "important contractual provisions, if they are provided for in the commercial cooperation agreement" (art. X.28 §1, 1° CEL). The list of these contractual provisions that must be included in the pre-contractual information document. has just been amended by a law passed on 8 February 2024.

Among the provisions to be included in the pre-contractual information document, the current law mentions, as a general term, "the obligations". In practice, this means that the pre-contractual information document often reproduces almost literally all the provisions of the contract, thereby failing to achieve its objective: drawing the contract party’s attention to the important provisions.

The new law deletes this general reference to "the obligations" and specifies and completes the other provisions that must be included in the document (insofar as they appear in the contract). The following provisions are those that were not expressly provided for in the current law:

• start-up or recurring costs such as marketing, IT, transport and training costs, and the conditions under which these can be modified;

• obligations relating to the application of maximum prices;

• limitations on the use of intellectual property rights

• limitations on access to rights to use customer data during and after the contract;

• limitations on online sales and promotion;

• clauses relating to the relation and dependency between the commercial cooperation agreement and the lease or any other contract relating to the point of sale;

• the motives for termination for breach and its financial consequences, in particular as regards costs and investments;

• the jurisdiction clause, the choice of law and the language of proceedings.

This adaptation of the pre-contractual information requirements will come into force on the first day of the sixth month following the publication of the law.