Model contractual provisions to the Joint Venture / Shareholders’ Agreement regarding sanctions in connection with the Russian invasion of Ukraine

The war in Ukraine has a big impact on the business in the whole world. From the very first days, we have been observed the closing of Russian company branches, shops and plants located there. Some of these decisions are dictated by the values ​​of the owners and business managers, others by the pressure of the public opinion. What unties all concerned is the common goal, which is that "our business and our taxes should not finance rockets falling on Ukrainian homes."

Each such decision is in line with the growing trend in running a business that has been noticeable for some time, according to which the business is to be run in a responsible and sustainable manner, being fuflly transparent to colleagues and contractors.

At CRIDO, we believe in such a business model, and we want to support such a business model. That is why we decided to prepare and provide free of charge model contractual clauses containing:

• statements and assurances of the parties regarding the lack of links with sanctioned entities and refraining from sanctioned activities;
• a commitment to abide by these declarations in the future;
• examples of sanctions for breach of these commitments, entitling the non-breaching party to terminate the cooperation.

We have drafted the provisions for joint-venture agreements and shareholders agreements in limited liability companies. However, with appropriate modification, they can also be applied to other types of agreements. We have published the clauses in Polish and English.

There is a saying in the legal community that contracts are written for bad times. We hope that the material we have developed will be helpful for you in these difficult times and will allow you to arrange your business affairs in a way that is consistent with your values.