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Contract Law in Romania

Commercial contracts · employment · NDA · supplier agreements · dispute resolution

Every commercial relationship in Romania is governed by a contract — and every contract is interpreted and enforced under Romanian law. For international businesses, this creates a specific challenge: standard contracts drafted under English, US or German law may be valid in those jurisdictions but unenforceable, partially void or commercially disadvantageous when applied in Romania.

Romania For Business SRL provides English-speaking contract law services for international businesses operating in Romania — drafting commercial contracts, employment agreements and NDAs under Romanian law, reviewing counterparty contracts for Romanian law risks, and advising on choice of law, dispute resolution and contract enforceability. All contracts are delivered in bilingual Romanian/English format.

Romanian contract law is governed by the New Civil Code — not common law

Romania’s New Civil Code (Noul Cod Civil), in force since 1 October 2011, governs the formation, validity, interpretation and enforcement of contracts in Romania. It is a civil law system — significantly different from English common law and US contract law in its treatment of offer and acceptance, implied terms, good faith obligations, penalty clauses, force majeure and limitation of liability. Contracts governed by English or US law may need to be adapted before use in Romania.

Contract Types — What We Draft, Review and Negotiate

Romania For Business SRL covers the full range of commercial and employment contracts required by international businesses operating in Romania. The six categories below cover the most common contract types. Contact us if your specific contract type is not listed.

Commercial & Business Contracts

Contracts governing commercial relationships between businesses — from simple service agreements to complex supply chains.

Service agreement / SLA
Supply agreement
Distribution agreement
Agency agreement
Joint venture agreement
Letter of intent / MOU

Employment & HR Documents

Employment contracts and HR documentation under the Romanian Labour Code — mandatory for all Romanian employees.

Employment contract (CIM)
Director service agreement
Secondment agreement
Restrictive covenants
HR policy documentation
Termination agreement

NDA & Confidentiality

Non-disclosure and confidentiality agreements for business relationships, M&A, investment and IP protection.

Bilateral NDA (standard)
Unilateral NDA
Multi-party NDA
M&A / transaction NDA
IP-specific NDA
Ongoing relationship NDA

Technology & Software Contracts

Contracts for technology companies, software businesses and digital service providers operating in Romania.

Software licence agreement
SaaS terms of service
IT services / development contract
Data processing agreement (DPA)
Maintenance & support agreement
Website terms & conditions

Consumer & B2C Terms

General terms and conditions and consumer-facing documents compliant with Romanian and EU consumer protection law.

General Terms & Conditions (B2C)
E-commerce terms
Consumer returns / refund policy
Distance selling compliance
Subscription agreement
Consumer dispute resolution

Real Estate & Property Contracts

Commercial leases, sale agreements and property-related contracts under Romanian law.

Commercial lease (chirie)
Preliminary sale agreement
Property management agreement
Renovation / construction contract
Virtual office hosting agreement
Landlord consent documentation

Key Differences — Romanian Contract Law vs Common Law

International businesses accustomed to English or US contract law encounter specific differences when contracting under Romanian law. Understanding these differences is essential for anyone drafting, reviewing or negotiating a contract that will be governed by Romanian law or performed in Romania.

Concept	Romanian Civil Code position	Common law (English / US) position
Good faith	Mandatory — parties must negotiate, perform and terminate contracts in good faith. Bad faith can give rise to pre-contractual liability (culpa in contrahendo) even before a contract is signed.	Good faith implied in some contexts but less broadly imposed as a general contractual obligation — especially in English law.
Penalty clauses (clauza penală)	Permitted — courts can enforce a contractual penalty. However, courts can also reduce a disproportionate penalty to a reasonable level under the doctrine of judicial reduction.	English law: penalty clauses unenforceable if punitive — only liquidated damages clauses enforceable. US: varies by state.
Force majeure	Codified in the Civil Code (art. 1351–1352) — a party is excused from performance by an unforeseeable, unavoidable external event beyond its control. The definition and scope are narrower than many commercial parties assume.	Force majeure is not a default common law doctrine — it must be expressly included in the contract. The scope and consequences depend entirely on the clause drafted.
Limitation of liability	Romanian law permits limitation of liability clauses but prohibits exclusion of liability for fraud (dolus) or gross negligence (culpă gravă). Exclusion of liability for death or personal injury is void.	English law broadly permits exclusion clauses subject to the Unfair Contract Terms Act (UCTA) and Consumer Rights Act. US law varies by state.
Assignment	Contractual rights are generally assignable without the counterparty’s consent unless the contract or law prohibits it. Obligations (duties) cannot be assigned without the counterparty’s consent.	Similar in principle but specific rules differ — English law requires consideration for assignment; some US jurisdictions have different rules on anti-assignment clauses.
Implied terms	Romanian law implies certain terms by operation of law — particularly in consumer contracts and employment contracts — regardless of what the parties have agreed.	English law implies terms by statute (Sale of Goods Act, Consumer Rights Act) and by fact or law. US implied terms vary significantly by state.
Dispute resolution	Romanian civil courts have jurisdiction by default. Choice of court clauses are enforceable within the EU under Brussels I Recast Regulation. Arbitration is valid and enforceable under Romanian law and the New York Convention.	Parties can choose English or US courts. English court judgments are enforceable in the EU under Brussels I (for contracts signed pre-Brexit) — post-Brexit enforcement is more complex.
Language of contracts	No legal requirement for contracts to be in Romanian — bilingual contracts are legally valid and commonly used for international business. Public authority filings (ONRC, ANAF) must be in Romanian.	No language requirement in English or US law. Romanian translations required for Romanian authority filings only.

Employment Contracts in Romania — What the Law Requires

Every employment relationship in Romania must be governed by a written employment contract (Contractul Individual de Muncă — CIM) registered with the REVISAL electronic employment register before the employee starts work. Romanian employment law is heavily protective of employees — many provisions cannot be contracted out of or modified to the employee’s detriment.

Employment contract requirement	What Romanian Labour Code mandates
Written form — mandatory	Every employment contract must be in writing, in Romanian, signed by both employer and employee. An unwritten employment contract is void — and the employer bears the risk of an employment relationship being deemed to exist even without a signed contract.
REVISAL registration — before start	The employment contract must be registered in REVISAL (the electronic employment register maintained by the Labour Inspectorate) before the employee begins work. Late registration results in a fine of RON 10,000–20,000 (approx. €2,000–4,000) per employee.
Mandatory minimum content	Every CIM must include: identity of parties, job title and description (ISCO code), place of work, start date, duration (indefinite or fixed-term), salary, working hours, notice periods, annual leave entitlement and applicable collective agreement (if any).
Notice periods	Minimum notice periods are set by the Labour Code — 20 working days for indefinite contracts where the employee is not on probation. Longer periods can be agreed but cannot be shorter than the statutory minimum. Probation period rules are separate.
Probation periods	Probation periods are limited by the Labour Code — 30 calendar days for standard roles, 90 calendar days for management roles, up to 30 working days for disabled employees. Probation clauses that exceed these limits are void.
Confidentiality and non-compete	Confidentiality clauses are valid and enforceable under Romanian law. Non-compete clauses during employment are valid. Post-termination non-compete clauses are restricted — maximum 6 months (non-management) or 2 years (management) — and require the employer to pay a monthly compensation of at least 50% of the employee’s average salary during the restriction period.
Fixed-term contracts	Fixed-term employment contracts are permitted for a maximum of 36 months in total (including renewals). A fixed-term contract that exceeds the legal limit is automatically converted to an indefinite contract. Fixed-term contracts must state the reason for the fixed-term arrangement.
Termination	Romanian law strongly protects employees against dismissal. Termination for disciplinary reasons requires a prior disciplinary investigation. Redundancy (economic dismissal) requires a specific process and is subject to legal challenge. Mutual termination agreements (acordul părților) are the most efficient exit route in most cases.

Romanian employment law is heavily protective of employees — contract errors are expensive

Invalid employment contract terms, late REVISAL registration, improperly conducted disciplinary investigations and non-compliant terminations all expose Romanian employers to significant financial liability. A single employment law error — such as terminating an employee without a prior disciplinary investigation — can result in the employee’s reinstatement and 12+ months of backdated salary. Employment contracts must be drafted and managed by a Romanian employment law specialist.

Commercial Contract Drafting and Review Under Romanian Law

Commercial contracts between businesses in Romania are governed by the New Civil Code (Noul Cod Civil). The parties have significant freedom to agree commercial terms — but certain provisions must comply with mandatory Romanian law requirements, and standard international contract templates often omit Romania-specific protections or include clauses that are unenforceable in Romania.

Commercial contract area	What Romania For Business SRL provides
Service agreements	Drafting and reviewing service agreements, SLAs and consultancy contracts — including payment terms, service level definitions, acceptance procedures, IP ownership, confidentiality, liability limitations and termination rights under Romanian law.
Supply and distribution agreements	Drafting supply chain contracts, distribution agreements and agency agreements compliant with Romanian commercial law and EU competition law. Includes exclusivity clauses, territory definitions, minimum purchase obligations and termination mechanics.
Software and technology contracts	Drafting SaaS terms, software licence agreements, IT services contracts and maintenance agreements — including IP ownership, data processing obligations, SLA metrics, uptime obligations, limitation of liability and governing law clauses under Romanian law.
Cross-border contracts	Where a contract involves a Romanian party and a foreign party, we advise on choice of law (Rome I Regulation), choice of court (Brussels I Recast) or arbitration clause selection and the Romanian law implications of the substantive commercial terms.
Contract review service	Review of counterparty-proposed contracts — identifying Romanian law risks, unenforceable clauses, missing protections and commercially disadvantageous terms. Output: written issues list in English with recommended revisions.
Contract templates and frameworks	Building a contract template library for clients who regularly enter into the same type of agreement — service, supply, distribution, employment — so that each new agreement is consistent, legally compliant and commercially efficient.

Choice of Law and Dispute Resolution in Romanian Contracts

Two of the most strategically important clauses in any international contract are the governing law clause and the dispute resolution clause. For contracts involving Romanian parties or performed in Romania, these choices have practical consequences for enforceability and cost of resolution.

Question	Guidance for contracts involving Romanian parties
Should the contract be governed by Romanian law?	For contracts wholly performed in Romania between a Romanian company and a foreign counterparty, Romanian law is often the most practical choice — it aligns with the operational reality and is readily enforceable by Romanian courts. For international supply chains or cross-border technology contracts, English or Swiss law is sometimes preferred — but enforcement of judgments in Romania then requires additional steps.
Can I choose English or US law to govern a contract?	Yes — parties to commercial contracts can generally choose the governing law under the Rome I Regulation (for EU parties) or by agreement. However, a Romanian court applying foreign law may not apply it as foreign counsel would, and enforcement of a foreign judgment in Romania requires a separate exequatur (enforcement) proceeding before a Romanian court.
Should the dispute resolution clause name Romanian courts?	For disputes between Romanian parties or with primarily Romanian performance, Romanian courts are typically the most efficient route. For international commercial contracts, ICC or VIAC arbitration in a neutral seat is commonly preferred — awards are enforced in Romania under the New York Convention without a separate enforcement proceeding.
What is the limitation period for contract claims in Romania?	The general limitation period for contract claims under Romanian law is 3 years from the date the claimant knew or should have known of the breach. Certain claims (e.g. relating to land) have longer periods. The parties cannot contractually shorten the limitation period to less than 6 months or extend it beyond 10 years.
Are penalty clauses enforceable in Romanian contracts?	Yes — Romanian law permits contractual penalty clauses (clauza penală). However, a Romanian court has the power to reduce a manifestly disproportionate penalty to a level that reflects the actual damage suffered. This differs from English law, where courts cannot reduce a liquidated damages clause that represents a genuine pre-estimate of loss.
Is arbitration a good option for contracts with Romanian parties?	International commercial arbitration — ICC, ICSID, VIAC or UNCITRAL — is a well-recognised option for contracts with Romanian parties. Romania is a party to the New York Convention, so foreign arbitral awards are enforceable in Romania. Domestic arbitration is conducted before CCIR (Camera de Comerț și Industrie a României) or CAB (Curtea de Arbitraj Comercial Internațional).

CONTRACT LAW SERVICES IN ROMANIA

from €150
fixed fees below

CONTRACT DRAFTING, REVIEW AND NEGOTIATION PACKAGE INCLUDES:

Contract drafting — from template or from scratch, under Romanian law, bilingual
Contract review — review of counterparty-proposed contract for Romanian law risks
Contract negotiation support — issue-spotting, redline drafting, negotiation strategy
NDA / confidentiality agreement — bilateral or unilateral, standard or bespoke
Employment contract — Romanian Labour Code compliant, bilingual
Service agreement / commercial contract — supply, consultancy, agency, distribution
Software / SaaS / technology agreement — Romanian law adapted
Letter of intent / MOU — non-binding heads of terms for commercial transactions
Force majeure and material adverse change clause review and drafting
Termination clause and exit mechanism review and drafting
Choice of law and dispute resolution clause advice
General Terms & Conditions (B2B and B2C) under Romanian and EU law

FIXED FEES — STANDARD CONTRACTS

NDA / confidentiality agreement (standard bilateral) from €150
NDA (bespoke — multi-party or with IP carve-outs) from €250
Employment contract (Romanian Labour Code, bilingual) from €200
Director service agreement (standard) from €350
Service agreement / commercial contract (standard) from €300
Supply / distribution agreement from €400
Software / SaaS licence or services agreement from €450
General Terms & Conditions (B2B) from €350
General Terms & Conditions (B2C, consumer-law compliant) from €500
Letter of intent / heads of terms from €300
Contract review (counterparty draft, up to 10 pages) from €250
Complex contract negotiation support (per engagement) from €600

Draft or review a contract

All fees confirmed in writing before engagement. Complex multi-party, cross-border or high-value contracts are quoted after scoping. Fees may be subject to Romanian VAT.

Frequently Asked Questions — Contract Law in Romania

No. Romanian law does not require commercial contracts to be in Romanian to be legally valid and enforceable between the parties. Bilingual contracts (Romanian/English) are commonly used and fully valid. However, any document filed with a Romanian authority — ONRC, ANAF, courts — must be accompanied by a certified Romanian translation. Romania For Business SRL prepares all contracts in bilingual Romanian/English format.

A contract governed by English law and signed with a Romanian party is generally valid — but it may not reflect Romanian law obligations that apply regardless of the parties’ choice of law (such as consumer protection requirements, employment law protections and certain mandatory contract terms). In practice, we recommend reviewing any English law contract before use in Romania to identify mandatory Romanian law provisions that may override the English law terms.

A unilateral NDA (one-way) obligates only one party — typically the party receiving confidential information — to keep the information confidential. A bilateral NDA (two-way) obliges both parties. Most commercial discussions, partnerships and M&A processes use bilateral NDAs. Unilateral NDAs are used when only one party is disclosing confidential information — for example, when a company shares proprietary information with a potential supplier.

Yes. Romanian law mandates that every employment contract (Contractul Individual de Muncă — CIM) must be in written form, signed by both parties before the employee starts work, and registered in the REVISAL electronic employment register before the first working day. An unwritten employment relationship is legally void — and the employer bears the risk of a court finding that an employment relationship existed even without a signed contract.

Yes, but with strict conditions. A post-termination non-compete clause in Romania is limited to a maximum of 6 months (for non-management employees) or 2 years (for management roles). It must specify the geographic area, the restricted activities and the compensation — which must be at least 50% of the employee’s average gross salary during the restriction period. A non-compete clause that does not meet these conditions is void.

Under the Romanian Civil Code, an unenforceable or void contractual term is treated as not written (nescrisă) — the rest of the contract remains in force. However, if the void term was essential to the contract — one that the parties would not have contracted without — the entire contract may be void. This is why contracts must be reviewed for Romanian law compliance before signing, not after a dispute arises.

Yes, in principle — Romanian law does not require most commercial contracts to be in written form. However, proving the existence and terms of a verbal contract in a Romanian court is extremely difficult. Employment contracts, real estate transactions and certain other specific contracts must be in writing to be valid. For any commercial relationship of value, a written contract is strongly recommended.

A standard NDA or employment contract can typically be delivered within 2–3 working days of receiving the client’s instructions and any required information. A more complex service agreement, distribution agreement or technology contract typically takes 3–5 working days. Multi-party or complex bespoke contracts are scoped and timed individually. Rush delivery is possible for an additional fee.

Yes. Contract review is one of our most commonly requested services. We review the counterparty’s proposed contract for: Romanian law risks, unenforceable clauses, unfair commercial terms, missing protections and deviations from market standard. The output is a written issues list in English with recommended revisions, delivered within 2–3 working days for standard contracts.

The general limitation period for contract claims under Romanian law is 3 years from the date the claimant knew or should have known of the breach. Some specific claim types have different periods. The parties cannot contractually shorten the limitation period to less than 6 months. Awareness of the limitation period is important — a claim that is time-barred cannot be pursued in a Romanian court even if it is well-founded.