Commercial Contracts in Romania: Practical Points for International Companies

Summary

This article outlines general contract points that international companies may consider when working with Romanian counterparties or Romanian-law agreements.

Start with the commercial relationship

A contract should reflect the real commercial arrangement: what is supplied, when payment is due, what happens if performance is delayed and how the relationship can end.

International templates may need adaptation before use in Romania. Clauses that work in one market may be unclear, unnecessary or difficult to enforce in another.

Risk allocation

Liability clauses, warranties, indemnities, penalties, limitation periods and termination rights should be reviewed in context. The appropriate drafting depends on the transaction, bargaining position and applicable law.

IP, confidentiality and data

Contracts involving technology, creative work, brands or services should clarify ownership, licensing, confidentiality and use of materials. If personal data is involved, separate data protection analysis may be needed.

Governing law and disputes

Governing law, jurisdiction and dispute-resolution clauses should not be treated as boilerplate. They affect how disputes are handled and may influence negotiation strategy.