1. International Distribution and Sales Representative Agreements
Nicole Snyder

2. Important Information
This presentation is similar to any other seminar designed to provide general information on pertinent legal topics. The statements made and any materials distributed as part of this presentation are provided for educational purposes only. They do not constitute legal advice nor do they necessarily reflect the views of Holland & Hart LLP or any of its attorneys other than the speakers. This presentation is not intended to create an attorney-client relationship between you and Holland & Hart LLP. If you have specific questions as to the application of the law to your activities, you should seek the advice of your legal counsel. All Presentations and Other Materials © Holland & Hart LLP 2016

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

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

5. 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

6. 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

7. 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.

8. Distribution Agreements – Key Issue #1
Exclusivity Clause

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

10. Distribution Agreements – Key Issue #3
Termination

11. Distribution Agreements – Key Issue #4
Authority to Execute

12. Distribution Agreements – Key Issue #5
Competition Clauses and Laws

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

14. Agency Agreements – Key Issue #1
EU Regulation  

15. Agency Agreements – Key Issue #2
Competition Law

16. Agency Agreements – Key Issue #3
Compensation

17. Agency Agreements – Key Issue #4
Tax

18. Agency Agreements – Key Issue #5
Non-Compete Clauses