Checklist for international distribution agreement legal identity of the parties due diligence appointment of distributor. His source and executable code license agreement the agreement, is entered into by and between iowa state university research foundation, inc. A distribution agreement, also sometimes called a distributor agreement, is a document between two parties, a supplier and a distributor. Draft for discussion purposes only draft 1 for discussion purposes only 10. The agreement between the parties used the governing law of the member state where the principal was established. Guzman abstract states entering into international agreements have at their disposal several tools to enhance the strength and credibility of their commitments, including the ability to make the agreement a formal treaty rather than soft law, provide for mandatory dispute resolution. A distribution agreement is an agreement under which a supplier of goods appoints an independent distributor to market them. International marketing chapter11 international decision 4. Download international distribution contract sample in word format. Model contracts for small firms international trade. Agreement, distributor shall deliver to licensee the software identified in such software license agreement. The distributor can also be an individual or a business and is the party that distributes, or resells through retail or through other. For the duration of the present agreement, the supplier grants the distributor the exclusive right to commercialize and sell the products within the territory. Distributor will maintain, or cause to be maintained, a sales staff for the distribution of products handled by distributor, including the products, and distributor shall use its best efforts to promote the sale and distribution of.
Specifically, the article provides a survey of the key regulations affecting distribution agreements in the following eight countries. Itc model international contract manufacture agreement. Argentina argentina has no particular regulatory scheme governing distribution agreements. This international exclusive distribution agreement the agreement is made and entered into as of may 20, 2010, by and between completepharma co. Distribution agreement checklist business lawyer toronto. Almost every company engaged in international trade has at least some distributors abroad, which means that most exporters whether large of small must face the problem of drafting and international distribution. Distributorship contracts are one of the most frequently used means for organizing the distribution of goods in a foreign country. Entering into an agreement with a distributor to sell your product is advantageous as that entity will have a sales channel and network in a particular territory making it easier to sell your product. Distributor, whether functioning as a distributor, agent, representative, or any in any. The first element of a successful international distribution contract is careful business and legal due diligence. Adobe reader runtime software distribution agreement.
The form will indicate a set of rules and regulations that are expected to. There are broadly two ways of exporting, namely, direct exporting and indirect exporting. Exclusive distribution agreement standard this exclusive distribution agreement template may be used to regulate the relationship between a supplier of products on the one hand and a distributor of those products on the other. International distributor agreement by cohen international. Fill in the blanks and choose the terms of this international agreement that best suit your. End date insert length of the initial term of the agreement, e. Use a distribution agreement template as a sample contract that will assure the. Distributor agrees not to allow any prospective licensee or other person or entity to have a copy of any software until such party has entered into a.
The distributors rights are granted in respect of a particular marketplace. International distribution contract template download international distribution contract sample in word format. Almost every company engaged in international trade has some distributors abroad, which means that most exporters will be faced with drafting an international distributorship agreement at some point. International distribution agreement sample template. View a sample of this title using the readnow feature.
International distribution contract template global negotiator. It is available in pdf format and is free to download. With these kinds of agreements, there is no exclusivity in a region meaning the region is not locked for the distributor. International sale of goods 80 states are signatories however, the cisg does not ordinarily apply to agreements solely for distribution, development, licensing, leasing, transportation, shipping, insurance, and finance as well as those specifically. There is no shortage of potential distributors out.
Distributorship icc international chamber of commerce. International distribution contract template the international distribution contract is designed to be used where a supplier grants to a distributor the right to promote and commercialize merchandise under its own name and on its own account with the intention of reselling it to end clients or retailers located in an agreed territory. The icc model distributorship contract is a type of international distribution contract intended to apply to distribution contracts where distributors act as buyerssellers and as importers who organise distribution in the country they are responsible for since thos model contract is intended for international contracts, it will, in principle, not be. The agreement sets out the products to be sold and the distributors sales targets as well as the conditions under which such distribution. Subject to the terms and conditions of this agreement, principal hereby appoints distributor on an exclusive basis.
Any reference to this agreement includes the exhibits. Itc model contract for the international commercial sale of goods standard version chapter 4 international longterm supply of goods introduction itc model contract for the international longterm supply of goods chapter 5 international contract manufacture agreement introduction itc model international contract manufacture agreement chapter 6. Fill in the blanks and choose the terms of this international agreement that best suit your needs. Distribution contracts 3 distribution contract provisions a.
The following distribution agreement checklist will help you draft a thorough distribution agreement and ensure you have covered the main issues. International distribution contracts global supply chain law blog. In one wellorganized source, the author provides legal analysis and legislative background to guide a client through the international distribution agreement process. The product prices quoted are exclusive of any national, state or local sales, use. Supplier agrees to furnish, in english, to distributor via email in pdf format. Argentina, brazil, chile, colombia, costa rica, mexico, nicaragua, and panama.
The distributor is required to purchase the goods and trade under his own name. International channel system the international distribution system consists of two subsystems, namely, the domestic system and the foreign system. The primerus international outside corporate counsel. In order to make a distribution agreement the easy way, you can use our professionally created templates.
Duties of distributor a distributor shall create and maintain, at its own cost, a distribution program pursuant to which distributor shall market, promote and solicit sales of the products. The international distribution agreement is designed to be used where a supplier grants to a distributor the right to promote and commercialize merchandise under its own name and on its own account with the intention of reselling it to end clients or retailers located in an agreed territory. This source and executable code license agreement the agreement, is entered into by and between iowa state university research foundation, inc. In this case, the agent and principal were established in different eu member states, which had both implemented the agency directive. The international distribution contract is the most frequently used means for organising the distribution of goods in a foreign country. This exclusive distribution agreement this agreement is made and entered into as of september 30, 2010 the effective date, by and between zimmer dental, inc. Agreement prior to the foregoing expiration date, this agreement shall continue in full force and effect for one or more successive one 1 year renewal periods. It is available in word and contains the details of the parties, the coverage, and prices to sell at. There is no universal definition of an international distribution contract, but a good example to illustrate this type of contract and its modalities is. Box 9444, amman 11191 jordan suite 301 oasis ii building, sweifieh, amman jordan. Appointment subject to the terms and conditions of the agreement, dh hereby appoints distributor, and distributor hereby accepts the appointment, as a nonexclusive distributor for the sale of products in the territory during the term of this agreement. However, in some cases the parties may wish to have the agreement take effect from a future date.