International Distribution and Sales Representative Agreements Nicole Snyder

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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

Agency Agreements – Key Issue #1 EU Regulation

Agency Agreements – Key Issue #2 Competition Law

Agency Agreements – Key Issue #3 Compensation

Agency Agreements – Key Issue #4 Tax

Agency Agreements – Key Issue #5 Non. Compete Clauses