1. “International distribution and marketing agreements” - Legal Aspects - © Copyright 2008 Naomi Assia & Co. – Law Offices, Patent Attorney’s and Notary

2. Key Legal Issues Exclusivity Term & Termination. Pricing, Royalties & Partnership Dynamics Intellectual Property Protection Sales and Advertising Representations and Warranties Technical Support Indemnification Governing Law © Copyright 2008 Naomi Assia & Co. – Law Offices, Patent Attorney’s and Notary

3. Exclusivity. Global, Territorial, Urban or Geographical? Limited by Time Revocability of Exclusivity Milestones © Copyright 2008 Naomi Assia & Co. – Law Offices, Patent Attorney’s and Notary

4. Term & Termination. When does the agreement commence?. Notice of termination – how long in advance? Unconditional termination - when? Who can terminate the agreement and under what conditions? Extensions? Insolvency – open orders? © Copyright 2008 Naomi Assia & Co. – Law Offices, Patent Attorney’s and Notary

5. Pricing, Royalties & Partnership Dynamics Insurance for shipping. Delivering the product. Recommended end-user price that can be changed from time to time. Payment arrangements (in advance or consignation). Royalties from sale of products. Tax withholding on Royalties © Copyright 2008 Naomi Assia & Co. – Law Offices, Patent Attorney’s and Notary

6. Intellectual Property Protection Use of Trademarks & Copyrights, Designs & Patents. Grant of Licenses? Exclusive ownership of products and any related material. Secrecy Assignment of IP? © Copyright 2008 Naomi Assia & Co. – Law Offices, Patent Attorney’s and Notary

7. Copyright Make copyright obvious to all by indicating its existence in a visible manner: For example: “Copyright © 2005-2008 XXXXXX, Ltd. All Rights Reserved” © Copyright 2008 Naomi Assia & Co. – Law Offices, Patent Attorney’s and Notary

8. Copyright - Continue Examples of visible places are as follows: The back of the Software/Hardware Packages. Table of Contents in the User’s Manual. The License Agreement The Software GUI. Website interfaces Brochures Tradeshow booths Presentations © Copyright 2008 Naomi Assia & Co. – Law Offices, Patent Attorney’s and Notary

9. Trademarks Remember a General Rule: A registered trademark with a Trademark Registry Office should carry the sign ® next to it, wherever it appears. A non-registered but applied for trademark with a Trademark Registry Office, that has not yet been granted final registration, should carry the sign ™ next to it, wherever it appears. © Copyright 2008 Naomi Assia & Co. – Law Offices, Patent Attorney’s and Notary

10. Patents Consult the legal team before publishing patent information If the Patent has been submitted for registration, but not yet been registered, insert a notice that there is a patent pending and mention the country in which the application was filed. For example: “U.S. Patent Pending”. © Copyright 2008 Naomi Assia & Co. – Law Offices, Patent Attorney’s and Notary

11. Sales and Advertising Advertising products and use of name? Pre-Approval of use of Marketing material? Operating Internet Websites? Online sales and e-commerce? White labeling? Branding, Imaging? Supervision of advertising? © Copyright 2008 Naomi Assia & Co. – Law Offices, Patent Attorney’s and Notary

12. Representations and Warranties Defective products. Warranty Return policy and replacement policy. © Copyright 2008 Naomi Assia & Co. – Law Offices, Patent Attorney’s and Notary

13. Technical Support Technical support for end-users. For Software distribution agreements – who delivers updates, operating codes, customer support. © Copyright 2008 Naomi Assia & Co. – Law Offices, Patent Attorney’s and Notary

14. Indemnification Who indemnifies who and when? Is the amount of Indemnification capped or unlimited? © Copyright 2008 Naomi Assia & Co. – Law Offices, Patent Attorney’s and Notary

15. Governing Law Choice of Law. Jurisdiction. Arbitration & Mediation. Possible Solutions to issues of international jurisdiction : © Copyright 2008 Naomi Assia & Co. – Law Offices, Patent Attorney’s and Notary

16. International Jurisdiction Solutions “Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be settled by an arbitrator appointed by the head of the Israel-__________ chamber of commerce in Israel. The place of arbitration shall be determined by the head of the Israeli-__________ chamber of commerce in Tel-Aviv. The language to be used in the arbitral proceedings shall, unless otherwise agreed, be English.” © Copyright 2008 Naomi Assia & Co. – Law Offices, Patent Attorney’s and Notary

17. International Jurisdiction Solutions “In the event that either party applies for injunctive relief against the other then the applying party shall do so in the respective country in which the opposing party resides and the proceedings shall be subject to the applicable country laws where the injunction was filed." © Copyright 2008 Naomi Assia & Co. – Law Offices, Patent Attorney’s and Notary

18. THE END © Copyright 2008 Naomi Assia & Co. – Law Offices, Patent Attorney’s and Notary