International Distribution and Sales Representative Agreements Nicole Snyder

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 attorneyclient 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

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

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

Pros and Cons of Agency Agreements Pros • More risk on supplier • Control – pricing, terms, contract Cons • Could be tax disadvantages • May need to navigate labor laws

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

• • Distribution Agreements – Basic Structure Appointment of laws and regulation. distributor. Distributor’s duties. Supply of products. Supplier’s undertakings. Prices and payment. Advertising and promotion. Compliance with • Intellectual property • Product liability and insurance. • Duration and termination. • Confidentiality. • Third party rights. • Governing Law. • Dispute Resolution.

Distribution Agreements – Key Issue #1 Exclusivity Clause

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

Distribution Agreements – Key Issue #3 Termination

Distribution Agreements – Key Issue #4 Authority to Execute

Distribution Agreements – Key Issue #5 Competition Clauses and Laws

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