International Distribution and Sales Representative Agreements Nicole Snyder

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Int’l Distribution & Sales Representative Agreements Title to Goods Purchaser Contracts What’s the difference?

Pros and Cons of Distribution Agreements Risk on distributor Potential tax advantages Pros Lack of control Inability to control pricing in many jurisdictions Cons

Pros and Cons of Agency Agreements More risk on supplier Control – pricing, terms, contract Pros Could be tax disadvantages May need to navigate labor laws Cons

Five Top Tips for Both Types of Agreements Consider a term sheet Simplify Appoint local legal counsel if necessary Anticipate most likely disputes Consider termination scenario

Distribution Agreements – Basic Structure Appointment of distributor. Intellectual property Product liability and insurance. Distributor’s duties. Supply of products. Duration and termination. Supplier’s undertakings. Confidentiality. Prices and payment. Third party rights. Advertising and promotion. Governing Law. Dispute Resolution. Compliance with laws and regulation.

Distribution Agreements – Key Issue #1 Exclusivity Clause

Distribution Agreements – Key Issue #2 Title, Payment, and Insurance

Distribution Agreements – Key Issue #3 Termination

Distribution Agreements – Key Issue #4 Authority to Execute

Distribution Agreements – Key Issue #5 Competition Clauses and Laws

Agency Agreements – Basic Structure Products Territory Functions/Authority of the Agent Acceptance of Orders Commission Structure/Timing Exclusivity or Non-exclusivity Term Termination Noncompetition

Agency Agreements – Key Issue #1 EU Regulation  

Agency Agreements – Key Issue #2 Competition Law

Agency Agreements – Key Issue #3 Compensation

Agency Agreements – Key Issue #4 Tax

Agency Agreements – Key Issue #5 Non-Compete Clauses