CORPORATE & COMMERCIAL \u00b7 KAZAKHSTAN<\/p>\n
Bond Stone drafts, reviews, and negotiates commercial contracts governed by Kazakhstani civil law and AIFC Contract Regulations \u2014 covering supply agreements, distribution agreements, service contracts, agency agreements, licensing agreements, and framework contracts for international companies operating in Kazakhstan.<\/p>\n
Commercial contracts in Kazakhstan are governed primarily by the Civil Code of the Republic of Kazakhstan \u2014 a codified civil law system that differs materially from English common law in areas including implied terms, penalty clauses, force majeure, and limitation of liability. International companies entering Kazakhstan frequently use their standard contract templates without adapting them to Kazakhstani law requirements \u2014 creating enforceability risks that only surface in a dispute.<\/p>\n
Primary authority: Civil Code of the Republic of Kazakhstan No. 268-XIII dated 27 December 1994 (as amended); AIFC Contract Regulations 2017; AIFC Implied Terms in Contracts and Unfair Terms Regulations 2017. Authority: adilet.zan.kz<\/a> \u00b7 aifc.kz<\/a><\/p>\n Supply & Goods Contracts<\/p>\n International and domestic supply agreements \u2014 delivery terms, acceptance procedures, quality standards, defect liability, payment mechanics, and force majeure. Bond Stone advises on CISG applicability and exclusion for cross-border goods contracts, and on conformity of goods provisions that are frequently the source of disputes in Kazakhstan-Turkey and Kazakhstan-China trade transactions.<\/p>\n<\/p><\/div>\n Distribution & Agency Agreements<\/p>\n Exclusive and non-exclusive distribution agreements for foreign manufacturers entering the Kazakhstani market \u2014 territory, exclusivity, minimum purchase obligations, price controls, sub-distribution rights, and termination provisions. Agency agreements under Kazakhstani law \u2014 distinguishing commercial agency from employment to avoid misclassification risk.<\/p>\n<\/p><\/div>\n Service Agreements<\/p>\n Professional services, IT services, consulting, and management service agreements \u2014 scope of services, deliverables, acceptance criteria, payment terms, IP ownership, confidentiality, and limitation of liability. Bond Stone advises on structuring intercompany service agreements for multinational groups operating in Kazakhstan to comply with transfer pricing requirements.<\/p>\n<\/p><\/div>\n Construction & EPC Contracts<\/p>\n Engineering, procurement, and construction contracts for infrastructure and industrial projects in Kazakhstan \u2014 risk allocation, performance bonds, delay liquidated damages, variations, contractor liability caps, and dispute resolution. Bond Stone advises on adapting FIDIC and NEC standard forms to Kazakhstani law and regulatory requirements.<\/p>\n<\/p><\/div>\n Licensing & IP Agreements<\/p>\n Technology licence agreements, trademark licences, franchise agreements, and software licence agreements under Kazakhstani law \u2014 registration requirements with the state IP authority, royalty structures, sublicensing rights, and termination. Bond Stone advises on the mandatory registration of IP licence agreements with the Kazakhstani IP authority and the consequences of non-registration.<\/p>\n<\/p><\/div>\n Framework & Master Agreements<\/p>\n Framework agreements and master supply agreements for ongoing commercial relationships \u2014 order procedures, pricing mechanisms, volume commitments, term and renewal, and termination for convenience. Bond Stone advises on structuring framework agreements that work under both Kazakhstani civil law and English law governing law \u2014 where the counterparty insists on English law for the master but individual orders are performed in Kazakhstan.<\/p>\n<\/p><\/div>\n<\/div>\n
\nContract Types \u2014 Bond Stone Experience<\/h2>\n
\nKey Provisions \u2014 Kazakhstani Law vs English Law<\/h2>\n