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

2. 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

3. 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

4. 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

5. 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

6. 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

7. 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

8. 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

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

10. 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

11. 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

12. 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

13. 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

14. 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

15. 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

16. 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 +++

17. 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

18. 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

19. 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