The International Society of Primerus Law Firms is pleased to present a FREE Webinar

International Distributorship and Agency Agreement

Thursday, January 23, 2014

8:00 AM PST/9:00 AM MST/10:00 AM CST/11:00 AM EST/5:00 PM CET

Topics Covered

  • Exclusivity
  • Antitrust Considerations
  • Liability, Indemnification and Compensation
  • Supply and Delivery of Goods
  • Resolution of disputes and Jurisdiction
  • Formulating Distribution Contracts
  • Terminating Distribution Contracts

Presenters and Topics 

Dr. Andreas Glarner
MME Partners (Zurich, Switzerland)

  • Exclusivity
    Distributors often appeal for an exclusive territory. From the suppliers point of view, this is rarely recommendable. But if an exclusive relationship shall be entered into, some pitfalls need to be avoided.
  • Antitrust Considerations
    Territorial limitations of sales, non-compete provisions and other standard clauses in distribution agreement may invoke antitrust considerations in some jurisdictions. To avoid unpleasant surprises from competition law authorities, these pitfalls must be kept in mind.
  • Liability, Indemnification, Compensation
    Almost no negotiation of a distribution agreement without a lengthy and emotional discussion of these issues. We will discuss a possible solution to apportion the risks involved in a balanced manner.

Hanan Salinger
Salinger & Co. Advocates (Tel Aviv, Israel)

  • Supply and Delivery of Goods
    The geographical distance between the parties to an international distribution agreement makes the simultaneous transfer of the goods sold and the consideration to be paid, nearly impossible. Such difficulty is apparent while negotiating the supply end delivery terms and conditions to such an agreement. Luckily for us, there are customary international rules which help us to resolve these issues. During the Webinar we will cover such rules.
  • Resolution of disputes and Jurisdiction
    The selection of the venue and the applicable law in a cross border transaction more of a cultural issue rather than a legal one in many cases. Why should I as a party to such an agreement pick the venue and the law of the other party rather than that of my own? Will the court in a different jurisdiction treat me (the foreigner) equitably? What are the costs of litigating in a different jurisdiction? Does the foreign law provide me with the same protection I am getting from my own law?. We will suggest some possible solutions for these tough questions.

Stephen Sigler
Neil, Dymott, Frank, McFall & Trexler APLC (San Diego, CA)

  • Formulating Distribution Contracts
    As with any focused legal interactions, the first step is to identify client needs and interests. Whether you are creating a distribution contract from scratch or arguing finer points of a long-used contractual offer, the desires of your client must be addressed. For formulation, each party has specific needs beyond the financial incentives. Suppliers tend to focus on defining sufficient performance elements as well as ensuring a clear termination pathway should the relationship need to be ended. Distributor concerns are often more about negotiating performance requirements and standards and ensuring fair compensation for establishment of distribution routes/contacts. Legal counsel need to be aware of geographic and jurisdictional concerns ranging from basic contract term interpretations to franchise laws and restraint on trade pitfalls. While distribution contracts vary in form and substance, addressing basic principles can form a strong foundation for unforeseen circumstances.
  • Terminating Distribution Contracts
    Termination, whether via a planned time frame or abruptly via termination for cause, can be a jarring event. Some of the same issues reviewed in formation come into play as the clarity of contract terms is often tested at the time of termination. In even the best of relationships, legal counsel has an obligation to attempt to clearly define the exit strategy and recognize risks inherent in the contract. Parties need to know ahead of time about how jurisdictional legalities can play into choice of law provisions or in imparting fair dealing or reasonableness standards where the contract may have been silent. Will certain restrictions which were acceptable under the contract have lasting effect post-termination that are now onerous? Determining how well the contract identified post-termination elements, the return or re-sell of goods, or even future trademark considerations are all elements for counsel to consider. Addressing termination concerns in advance is a proactive way to avoid hamstringing your clients and ensuring their needs are met.