Global Software II Introduction Paving the Way to the US Market For Finnish Software Companies Copyright Global Software II FINNISH PARTNERS CO-FUNDERS SPONSORS LIASON PROGRAMS Pirkanmaa Keski-Suomi Pohjois-Pohjanmaa Uusimaa MANAGING PARTNER

Global Software II Introduction Paving the Way to the US Market For Finnish Software Companies Copyright Global Software II LESSONS LEARNED TWENTY YEARS OF FINNISH-AMERICAN BUSINESS Presented by: John D. Saunders, Smith, Gambrell & Russell, LLP 1230 Peachtree Street, NE Suite 3100 Atlanta, Georgia (404)

Global Software II Introduction Paving the Way to the US Market For Finnish Software Companies Copyright Global Software II Greenfield Start-Up Common mistakes: 1. Market approach not sufficiently Americanized – excessive reliance on Finnish (European) success parameters

Global Software II Introduction Paving the Way to the US Market For Finnish Software Companies Copyright Global Software II Lack of attention to customer service 3.Lacking control on management performance and costs 4.Conflicts between local management and parent company technical personnel

Global Software II Introduction Paving the Way to the US Market For Finnish Software Companies Copyright Global Software II Choice of partners or local management and key staff without adequate “background check” 6.Overly aggressive target market area - the U.S. is large

Global Software II Introduction Paving the Way to the US Market For Finnish Software Companies Copyright Global Software II Joint Venture/Partnership Common mistakes: 1.Insufficient knowledge of the market and competitors 2.Belief that a partner will automatically shield you from product liability risk

Global Software II Introduction Paving the Way to the US Market For Finnish Software Companies Copyright Global Software II Lack of patent and intellectual property protection 4.Partner’s own products can command too much attention 5.Partner’s commitment inadequate (staffing, resources)

Global Software II Introduction Paving the Way to the US Market For Finnish Software Companies Copyright Global Software II Sole reliance on partner – inadequate support from Europe 7.Inadequate contracts and agreements (getting “engaged” without getting “married”) 8.Lack of exit strategy from partnership agreement

Global Software II Introduction Paving the Way to the US Market For Finnish Software Companies Copyright Global Software II European Summer shutdowns and lack of a plan to stay in communication with your partner 10.Failure to link U.S. partners compensation / payments to performance

Global Software II Introduction Paving the Way to the US Market For Finnish Software Companies Copyright Global Software II Legal Challenges Common mistakes: 1.Irreversible business decision before legal review of available options

Global Software II Introduction Paving the Way to the US Market For Finnish Software Companies Copyright Global Software II Execution of unfavorable agreements prepared by the “other side” without review by counsel – casual letter agreements 3.Unnecessary exposure of Finnish parent company to U.S. liabilities and taxes

Global Software II Introduction Paving the Way to the US Market For Finnish Software Companies Copyright Global Software II Lack of attention to agreements and contracts and their complexity:

Global Software II Introduction Paving the Way to the US Market For Finnish Software Companies Copyright Global Software II (a)incomplete terms and conditions of business (warranty; payment terms; liability limits) (b)failure to provide flexibility in agreements to modify or cancel distributor or representative agreements due to inadequate performance

Global Software II Introduction Paving the Way to the US Market For Finnish Software Companies Copyright Global Software II Failure to implement comprehensive employment policies (“employee handbook”), etc. 6.Adopting a policy of always settling disputes invites unfair and unfounded claims

Global Software II Introduction Paving the Way to the US Market For Finnish Software Companies Copyright Global Software II THANK YOU