Different contracts Agency contracts Distributor contracts Licensing contracts

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

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

Agency contract Exporter Border Agent Sales contract Distributor Sales contract Kunde Kunde Customers Agent

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

Check list – agency contract General - The parties (agent, principal) - Type of

Check list – agency contract 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 Based on Rigault 2008 © 2018 Taylor & Francis - Confidentiality - Cessation/duration - Force majeure - Assignment of the agreement - Applicable law/dispute resolution *

* Check list – agency contract General - The parties (agent, principal) - The

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

Check list – continued The agent’s obligations - Right to conclude agreements, confirm orders

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 Based on Rigault 2008 © 2018 Taylor & Francis

Check list – continued The exporter’s obligations - Exclusivity - Confirmation/fulfilment of orders -

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 Based on Rigault 2008 © 2018 Taylor & Francis

Check list – continued Other provisions - Confidentiality - Cessation/duration - Force majeure -

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

Exporter Licensor Border Manufacturing contractee Licensee Kunde Kunde Customers Contract manufacturing and licensing ©

Exporter Licensor Border Manufacturing contractee Licensee Kunde Kunde Customers Contract manufacturing and licensing © 2018 Taylor & Francis

Licensing Installation Equipment R&D follow-up Know-how /patent Training BI/C. A. Solberg 2012 Management Design

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

General - The parties (agent, principal) - Type of agreement (licensing, exclusivity, distributor trial

General - 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 Based on Rigault 2008 © 2018 Taylor & Francis - Property rights (to improvements) - Confidentiality - Cessation/duration - Force majeure - Assignment of the agreement - Modifications and waivers - Applicable law/dispute resolution *

But first: Letter of intent/non-disclosure clauses Description of the information: CDs, USB sticks, video

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 Based on Rigault 2008 © 2018 Taylor & Francis *

Check list – licensing contract (cont. ) General -The parties (licensor/licensee) -Type of agreement

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); © 2018 Taylor & Francis quality standards and controls

Check list - licensing contract (cont. ) Licensor’s obligations - Transfer of designs, technical

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 -

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)

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

Licensing contract Capital Licensor Shareholder agreement Border Partner Joint venture company (Licensee) Capital, local

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

Shareholder agreement 1. Parties 2. Distribution of shares 3. Payment of capital (in goods,

Shareholder agreement 1. Parties 2. Distribution of shares 3. Payment of capital (in goods, land, money transfer) 4. Distribution of board members 5. Distribution of responsibilities in management 6. Voting rights 7. Exit clauses (first refusal, dissolution. etc. ) 8. Dispute resolution © 2018 Taylor & Francis

Sales contract Project and component deliveries Capital Partner A Shareholder agreement Licensing contract Border

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

Check list – management contract General - Background - Parties - Objectives Object -

Check list – management contract General - 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. Based on Rigault 2008 Other © 2018 Taylor & Francis *