Commercial contracts between LLCs in Moldova: 6 clauses that help you avoid disputes

The most costly commercial disputes in the Republic of Moldova do not arise from bad faith, but from deficient drafting. In more than 70% of the situations we analyse in practice, the conflict could have been avoided by correctly formulating a few essential clauses — clauses whose absence turns an operational disagreement into a judicial process lasting many months and consuming resources incomparably greater than the initial legal advice.

This article presents the six clauses that every commercial contract between LLCs should contain in 2026. For each clause we analyse the risk it covers, provide drafting examples applicable in the context of the Civil Code of the Republic of Moldova (Law no. 1107/2002), and estimate the cost of its absence.

1. Precise definition of the contract’s object and deliverables

The most trivial, the most ignored, the most costly. A contract that provides generically for “the provision of consultancy services” or “the execution of construction works” leaves fundamentally open the question: what exactly was to be delivered, and when.

Risk covered

In the absence of a precise definition of deliverables, both parties may sustain different interpretations — and none can be proven. The court, in most cases, will resort to the rules of contract interpretation provided by the Civil Code (Book III, provisions on the interpretation of contracts), which in practice means unpredictable rulings for both parties.

Correct drafting

The object must include:

• Quantitative and qualitative description of the deliverable (quantities, technical specifications, applicable standards)
• Objective acceptance criteria (how compliance of the deliverable is established)
• Intermediate and final deadlines (stages, milestones)
• Place of performance

Sample wording:

“The Service Provider undertakes to develop and deliver a mobile application for iOS (version 17 or higher) and Android (version 13 or higher), in accordance with the technical specifications set out in Annex no. 1 to this contract. Delivery shall take place in two stages: (i) beta version — on [date], with the transfer of the source code to the Beneficiary; (ii) final version — on [date], accompanied by complete technical documentation. Acceptance shall be established by a hand-over Protocol signed by both parties, within 10 working days of delivery.”

Cost of absence

Commercial disputes concerning the interpretation of deliverables last, on average, between 8 and 18 months at first instance, with total costs (fees, stamp duties, expertise) starting from MDL 50,000 and potentially exceeding MDL 200,000 for complex cases.

2. Payment terms and late-payment penalties

The payment clause is, statistically, the most frequently breached in commercial contracts. The Civil Code provides a general framework for the performance of monetary obligations and the consequences of delay (in particular, the rules on default interest calculated by reference to the NBM base rate), but in the absence of explicit contractual provisions, recovery of outstanding sums becomes an extremely slow and uncertain process.

Risk covered

Without a clear clause on terms and penalties:

• The debtor postpones payment without immediate consequences
• The creditor cannot calculate certain sums to be enforced
• Statutory interest (calculated at the NBM (National Bank of Moldova) base rate) is often insufficient to discourage delays

Correct drafting

The clause must provide:

• Exact payment deadline (calendar or working days from invoice issuance)
• Payment method (bank transfer to specific accounts indicated in the contract)
• Late-payment penalty rate (in Moldova, the customary ceiling is 0.1–0.5% per day, with a cumulated cap)
• Suspension of services in case of non-payment

Sample wording:

“The Beneficiary undertakes to pay the value of the services within 15 calendar days from the date of issuance of the fiscal invoice. In case of delay, penalties of 0.1% per day on the unpaid invoice value shall apply, provided that the total penalties shall not exceed 20% of the contract value. After 30 days from the due date, the Service Provider is entitled to suspend all contractual services without any obligation to pay damages.”

Tax note for 2026

For contracts concerning supplies of energy products (certain categories defined by Law no. 139/2025), starting 1 January 2026 the VAT reverse charge mechanism applies. Contracts must expressly provide for this regime in order to avoid confusion in invoicing and VAT deduction.

3. Intellectual property clause

For contracts involving the creation, development or transfer of any result with creative or technical value — software, design, content, brand, databases, patentable solutions — the intellectual property clause is non-negotiable. Its absence or ambiguous wording turns each delivery into a potential ownership dispute.

Risk covered

Under Law no. 139/2010 on copyright and related rights, read together with the provisions of the Civil Code, rights over a creation belong, by law, to the author — not to the beneficiary/client who commissioned it. The transfer of economic rights to the beneficiary/client is not automatic; it takes place only on the basis of a written contract with explicit provisions.

Correct drafting

The clause must provide:

• Which category of rights is transferred: moral (non-transferable, remain with the author) and economic (transferable)
• Scope of the transfer (exclusive/non-exclusive, total/partial)
• Applicable territory (Moldova, international)
• Duration of the transfer
• Effective moment of the transfer (as a rule, conditional upon full payment)
• The beneficiary’s right to modify, sublicense, assign

Sample wording:

“The economic copyright over the results of the services (source code, graphic design, technical documentation, editorial content) is transferred in full, exclusively and for an unlimited duration to the Beneficiary, for the entire worldwide territory. The transfer takes effect on the date of full payment of the consideration. The Beneficiary is entitled to use, modify, reproduce, distribute, sublicense and assign these rights without the subsequent consent of the Service Provider being required.”

Cost of absence

Cases of subsequent claims over copyright or software rights (after contract termination) frequently generate judicial injunctions against use — a situation in which the beneficiary/client, despite having paid in full, loses the right to use its own product until the dispute is resolved.

4. Confidentiality clause

In B2B relationships, the information exchanged between the parties almost always goes beyond the actual content of the services: client lists, pricing structures, strategic plans, databases, operational know-how. The legal protection of such information is provided primarily through a contractual clause — the Civil Code regulates the duty of confidentiality in pre-contractual negotiations and beyond, and Law no. 171/1994 on commercial secrecy offers a complementary framework, but effective protection is conditional upon the existence of express provisions in the contract.

Risk covered

In the absence of the clause:

• The commercial partner may freely use the information received
• The client list, prices or commercial strategy may reach competitors without legal consequences
• Proving damage becomes extremely difficult in the absence of a contractual definition of “confidential information”

Correct drafting

The clause must provide:

• Definition of “confidential information” (as broad as possible)
• Exclusions (information already public, or lawfully obtained from other sources)
• Duration of the obligation (typically: contract term + 3–5 years thereafter)
• Concrete sanctions (contractual penalties in a deterrent amount)
• Destruction or return of information upon termination of the contract

Sample wording:

“The parties undertake to maintain strict confidentiality over all information received in the performance of this contract, regardless of the form of transmission (oral, written, electronic). The confidentiality obligation takes effect for the entire duration of the contract and for a period of 3 years after its termination. Breach of this obligation entails the payment of contractual damages in the amount of [amount] MDL for each breach, without prejudice to the injured party’s right to claim full compensation for the damage.”

5. Limitation of contractual liability

Civil contractual liability, in the absence of contrary provisions, may be unlimited — covering both actual damage and lost profit, in accordance with the general rules on compensation for damage set out in the Civil Code. For service or supply contracts, this framework may generate major imbalances: an execution error in a MDL 50,000 project may attract liability in the millions if the beneficiary/client demonstrates significant indirect losses.

Risk covered

The absence of a limitation clause exposes the service provider to:

• Claims for lost profit (often hard to quantify and easy to exaggerate)
• Liability for indirect consequences of non-performance
• Inability to insure contractual risks (insurers require explicit ceilings)

Correct drafting

The clause must provide:

• Cap on liability (typically: contract value or a multiple thereof)
• Express exclusion of certain types of damages (lost profit, indirect or consequential losses, lost opportunities)
• Exceptions to the limitation (intent, gross negligence — clauses excluding or limiting liability for such cases are of no effect under the mandatory rules of the Civil Code)

Sample wording:

“The Service Provider’s contractual liability for any damage caused to the Beneficiary in connection with the performance of this contract is limited to the total value of the contract, regardless of the nature or cause of the damage. The parties expressly exclude the Service Provider’s liability for lost profit, indirect or consequential losses, or loss of commercial opportunities. This limitation does not apply in cases of intent or gross negligence, in accordance with the mandatory provisions of the Civil Code of the Republic of Moldova on clauses excluding or limiting liability.”

6. Dispute resolution clause and applicable jurisdiction

The final clause — and the first one the parties think about at the appropriate moment, that is, once the dispute has already arisen. Defining the procedure and competent forum in advance is, statistically, one of the largest sources of procedural economy.

Risk covered

In the absence of a clause:

• Jurisdiction is determined under the rules of common law, often favourable to the claimant and unfavourable to the defendant
• Classic court proceedings before common-law courts last between 8 months and 3 years for first instance + appeal + recourse
• Litigation costs may significantly exceed the pecuniary claims

Correct drafting

We recommend a three-step procedure:

• Direct negotiation between the parties (15–30 days)
• Mediation, in accordance with Law no. 137/2015 on mediation
• Commercial arbitration at the International Commercial Court of Arbitration attached to the Chamber of Commerce and Industry of the Republic of Moldova, or, alternatively, the common-law court of the registered office of one of the parties

Sample wording:

“Any dispute arising out of or in connection with this contract shall be settled, in the first place, amicably, through direct negotiations between the parties, within 30 days from the written notification of the dispute. If the parties do not reach an agreement, the dispute shall be submitted to mediation, in accordance with Law no. 137/2015 on mediation. If mediation does not lead to the resolution of the dispute within 60 days, exclusive jurisdiction shall lie with the International Commercial Court of Arbitration attached to the Chamber of Commerce and Industry of the Republic of Moldova. The law applicable to the contract is the law of the Republic of Moldova.”

Additional considerations for 2026

Beyond the six essential clauses, contracts concluded in 2026 must take into account two specific legislative developments:

Risk of reclassification of the contractual relationship. The amendment to article 88 of the Fiscal Code, which entered into force on 1 January 2026, provides that the relationship between a company and an individual service provider (including an independent entrepreneur under Law no. 228/2025) may be reclassified as an employment relationship where the conditions of art. 24 para. (11¹) are not met. Services agreements must demonstrate, through their wording and structure, the real autonomy of the service provider: absence of subordination, freedom over working hours, use of own means, the ability to render services to other clients. See the comparative analysis LLC vs sole trader vs independent activity and the 5 common accounting mistakes at LLCs for full context.

The VAT reverse charge mechanism. Under Law no. 139/2025, for supplies of certain energy products VAT applies through a reverse charge mechanism. Affected contracts must expressly provide for this regime and the obligations of each party.

Conclusion

A commercial contract is not an administrative act — it is the instrument by which two legal entities establish, in advance, the rules of cooperation and of possible disagreements. The six clauses presented do not cover the full possible complexity of a contract, but they represent the absolute minimum for any serious B2B relationship.

Practice shows that, for LLCs in the Republic of Moldova, the cost of professional drafting or review of a contract is below 1% of the value of the contracts it covers — while the average cost of a dispute generated by deficient drafting consistently exceeds 10–15% of their value. The ratio between prevention and remedy makes legal assistance in this area, without exception, one of the most efficient investments a manager can make.

How ExpertCont can help

The ExpertCont team, through the legal services department, provides complete assistance in the drafting, review and negotiation of commercial contracts:

• Drafting of services, sale and purchase, distribution, collaboration and franchise contracts
• Review of contracts received from commercial partners, with identification of risk clauses
• Assistance with the new 2026 provisions: structuring relationships with independent entrepreneurs, VAT reverse charge, compliance with the Fiscal Code amendments
• Representation in negotiations and mediation to avoid disputes

For a healthy contractual relationship, the correct contract is complemented by correct accounting of the operations it generates — an area in which we also offer integrated complete accounting services.

Schedule a free consultation for the analysis of your commercial contracts:

📞 +373 60 82 55 81 📍 str. Alexandru cel Bun 51/A, et. 5, Chișinău, MD-2012

ExpertCont — your trusted partner for legal consulting and accounting in the Republic of Moldova.