Different contracts Agency contracts Distributor contracts Licensing contracts Joint venture contracts © 2018 Taylor & Francis

Agent and distributor Kunde Agent Customers Exporter Kunde Distributor Agency contract Kunde Agent Customers Exporter Kunde Distributor Customers Exporter Distributor contract Sales contract Border Sales contract Sales contract Order confirmation Agent and distributor © 2018 Taylor & Francis

Check list – agency contract General The agent’s obligations * General - The parties (agent, principal) - Type of agreement (agency, exclusivity, trial period) - The object (product/services) - The geographic area/segments The agent’s obligations - Right to conclude agreements, confirm orders - Minimum (and maximum?) sales volume Sales/marketing activities Information, market reports Del credere (solvency of customers) Restrictions on competition The exporter’s obligations Exclusivity Confirmation/fulfilment of orders Commission payment Support/agent’s right to products – - Information (products, delivery, capacity, price lists/terms of payment, etc.) Protection of exclusivity Other Confidentiality Cessation/duration Force majeure Assignment of the agreement Applicable law/dispute resolution Based on Rigault 2008 © 2018 Taylor & Francis

Check list – agency contract * Check list – agency contract General - The parties (agent, principal) - The object (product/services) The geographic area/segments Type of agreement (agency, exclusivity, trial period) © 2018 Taylor & Francis Based on Rigault 2008

Check list – continued The agent’s obligations - Right to conclude agreements, confirm orders - Minimum (maximum?) sales volume Sales/marketing activities Information, market reports Del credere (solvency of customers) Restrictions on competition © 2018 Taylor & Francis Based on Rigault 2008

Check list – continued The exporter’s obligations Exclusivity Confirmation/fulfilment of orders Commission payment Support/agent’s right to products Information (products, delivery, capacity, price lists/terms of payment, etc) Protection of exclusivity © 2018 Taylor & Francis Based on Rigault 2008

Check list – continued Other provisions Confidentiality Cessation/duration Force majeure Assignment of the agreement Applicable law/dispute resolution © 2018 Taylor & Francis Based on Rigault 2008

Contract manufacturing and licensing Exporter Kunde Manufacturing contractee Customers Licensor Kunde Licensee Customers Manu-facturing contract Licensing contract Border Sales contract Sales contract Contract manufacturing and licensing © 2018 Taylor & Francis

Licensing Know-how /patent Installation Equipment Management R&D follow-up Design Training Patent protection © 2018 Taylor & Francis BI/C.A.Solberg 2012

Check list – licensing contract General Licensor’s obligations - The parties (agent, principal) - Type of agreement (licensing, exclusivity, distributor trial period) - The object (patent, know-how, design, trademark, etc.) Limitations: geographic area/segments; uses (own/sale/assembly); quality standards and controls Check list – licensing contract * Licensor’s obligations Transfer of designs, technical specifications, etc. Training/assistance (how much, by whom, where, at whose expense) Obligation to transfer technological improvements Exclusivity Licensee’s obligations Minimum sales/minimum royalties Royalties (on what basis), lump sum, transfer of shares, etc. Quality standards Registration, local approvals, etc. Warranties, product liability Information (competition, infringements, market development) Product development/new inventions Assistance against infringements Other Property rights (to improvements) Confidentiality Cessation/duration Force majeure Assignment of the agreement Modifications and waivers Applicable law/dispute resolution Based on Rigault 2008 © 2018 Taylor & Francis

Letter of intent/non-disclosure clauses But first: Letter of intent/non-disclosure clauses Description of the information: CDs, USB sticks, video tapes, drawings, etc.) Request for confidentiality: incl. reference to persons having access, their duty to sign a similar clause) Additional commitments: safe storage, procedures, list of copies and names of users, obligation to destroy info, etc. Sanctions: penalties and costs to cover remedies in case of breach * © 2018 Taylor & Francis Based on Rigault 2008

Check list – licensing contract (cont.) General The parties (licensor/licensee) Type of agreement licencing, exclusivity, distributor trial period The object patent, know how, design, trade mark Limitations: geographic area/segments; uses (own/sale/assembly); quality standards and controls © 2018 Taylor & Francis

Check list - licensing contract (cont.) Licensor’s obligations Transfer of designs, technical specifications, etc. Training/assistance how much, by whom, where, at whose expense? Obligation to transfer technological improvements Exclusivity © 2018 Taylor & Francis

Check list – licensing contract (cont.) Licensee’s obligations Minimum sales/minimum royalties Royalties (on what basis), lump sum, transfer of shares, etc. Quality standards Registration, local approvals, etc. Warranties, product liability Information (competition, infringements, market development) Product development/new inventions Assistance against infringements © 2018 Taylor & Francis

Check list – licensing contract (cont.) Other clauses Property rights (to improvements) Confidentiality Cessation/duration Force majeure Assignment of the agreement Modifications and waivers Applicable law/dispute resolution © 2018 Taylor & Francis

Joint venture I =Licensing +++ Licensing contract Capital Licensor Shareholder agreement Gradually increasing control? Border Partner Joint venture company (Licensee) Joint venture company (Licensee) Joint venture company (Licensee) Capital, local knowledge & management Sales contracts Kunde Customers © 2018 Taylor & Francis Joint venture I =Licensing +++

Shareholder agreement Parties Distribution of shares Payment of capital (in goods, land, money transfer) Distribution of board members Distribution of responsibilities in management Voting rights Exit clauses (first refusal, dissolution. etc.) Dispute resolution © 2018 Taylor & Francis

Joint venture II Partner A Partner B Joint venture company Kunde Kunde Sales contract Project and com- ponent deliveries Partner A Joint venture company Partner B Shareholder agreement Licensing contract Capital, local knowledge and network Capital Management contract Border Distributor contracts Kunde Customer sales through local Partner B’s network Kunde Customer sales through foreign Partner A’s network Distributor contracts Joint venture II © 2018 Taylor & Francis

Check list – management contract General Object Place and duration - Background - Parties - Objectives * Object Description of the service to be performed and its extent Supplier of the service Training (what, how much, by whom, where, at whose expense), management tasks Staff to be provided, their functions Place and duration Where and for how long, earlier termination Performance Decision procedure Control, power of attorney, supervision and verification Sharing of responsibilities Language English? Local language? Third language? Interpreter (at whose cost) Language of manuals, etc. Remuneration Lump sum, wages, fees Travel costs Terms of payment, currency, etc. Other Based on Rigault 2008 © 2018 Taylor & Francis