www.globalnegotiator.com

INDEX Parties Preamble Clauses

1. Products and Territory 2. Obligations of the Distributor 3. Exclusivity 4. Direct Sales 5. Sales outside the Territory 6. Commitment not to compete 7. Minimum sales targets 8. Commitment to delivery of minimum

amount 9. Conditions of sale 10. Prices and discounts 11. Resale prices12. Terms of payment13. Commitment to inform the Supplier 14. Commitment to inform the Distributor15. Authorizations and import documents 16. Confidentiality 17. External distribution network 18. Brand names, trademarks, logos and

other Intellectual Property Rights 19. Minimum stock 20. Inspection of facilities and operations 21. Technical assistance22. After-sales service and maintenance 23. Supplier’s warranty24. Distributor’s warranty 25. Supplier’s responsibilities 26. Advertising and publicity 27. Taxation28. Early termination29. Compensation for termination of

Agreement 30. Term of Agreement 31. Repurchase of Products32. Return of promotional material and

samples33. Amendments and additions34. Assignment of Agreement35. Applicable law and competent

jurisdiction36. Language

Signatures Annexes

Model of International Distribution Agreement (with or without exclusivity),

where one party (Supplier) grants to the other party (Distributor) the right to

promote and commercialize products under its own name and on its own

account with the intention of re-selling to the end client or retailers located in a

stated territory.

The model serves for the international distribution of different types of

products (food and beverages, consumer goods, capital goods, industrial

supplies, etc). It is equally adaptable to different types of distribution, i.e. mass,

selective and exclusive. In most relevant clauses of the agreement (products

and territory, exclusivity, non-competition, prices, delivery and payment

conditions, promotional activities, services etc.) it proposes a number of

alternatives of wording. The model includes references to the rules and

regulations of the EU and competition rights which affect distribution

agreements undertaken in the member countries.

Nº of pages: 13 + 3 (User Guide)Format: WordLanguage: English

MODEL OFINTERNATIONAL DISTRIBUTION AGREEMENT

INTERNATIONAL DISTRIBUTION AGREEMENT

Date: ............................................................................................................................................

Between:

................................. [company legal name] whose registered office is at ..................................... [address, city and country] and registration/fiscal number is .............................., represented by ............................................................. [surname and first name, position] (hereinafter referred to as “the Supplier”),

and:

................................. [company legal name] whose registered office is at ..................................... [address, city and country] and registration/fiscal number is .............................., represented by ............................................................. [surname and first name, position] (hereinafter referred to as “the Distributor”).

Preamble [Parties may include a preamble explaining the activities of each and describing the history of their relationship, if for example the agreement continues a prior relationship].

.........................................................................................................................................................

.........................................................................................................................................................

It is agreed as follows:

1. PRODUCTS AND TERRITORY

Alternative A. The Supplier, by virtue of manufacturing and/or commercializing the products known as ................................................. (hereafter, “the Products”), declares full ownership rights thereto, and grants to the Distributor the right to promote and commercialize them within the territory known as ...................................... (hereafter, “the Territory”).

Alternative B. The Supplier, by virtue of manufacturing and/or commercializing the products described in Annex 1 of the present Agreement (hereafter, “the Products”), declares full ownership rights thereto, and grants to the Distributor the right to promote and commercialize them within the territory specified in Annex 1 (hereafter, “the Territory”).

2

2. OBLIGATIONS OF THE DISTRIBUTOR

The Distributor shall purchase and sell under its own name and on its own account the Products provided by the Supplier within the Territory. The Distributor shall not act under the name or on the account of the Supplier without the latter’s previous authorization in writing to that end. Similarly, the Distributor shall not make any modification to the products covered by the present Agreement.

3. EXCLUSIVITY

Alternative A. For the duration of the present Agreement, the Supplier grants the Distributor the exclusive right to commercialize and sell the Products within the Territory. Should the Supplier sell any other product within the Territory, they shall inform the Distributor in order to determine the possibility of including it in the products described in ................... [Clause 1 (for Alternative A of Clause 1) or Annex 1 (for Alternative B of Clause 1)] of the present Agreement.

Alternative B. For the duration of the present Agreement, the Supplier grants the Distributor the exclusive right to commercialize and sell the products within the Territory. The Supplier may nonetheless negotiate and sell directly within the Territory to potential clients meeting the requirements established in Annex 2 of the present Agreement.

Alternative C. For the duration of the present Agreement, the Supplier may commercialize and sell the Products within the Territory, either directly or through other agents. The Distributor shall not be entitled to receive any sort of payment for such sales.

4. DIRECT SALES

In the case of sales operations with clients located within the Territory, and in which the Distributor does not wish to participate:

Alternative A. The Distributor shall inform the Supplier and make known the details of the client without entitlement to commission of any kind.

Alternative B. The Distributor may act as an intermediary, thereby being entitled to commission equivalent to .......... % of the value of the sales operation once complete.

5. SALES OUTSIDE THE TERRITORY

The Distributor hereby pledges not to procure clients, advertise, sell or keep stocks outside the Territory. The Distributor shall decline to sell any client located within the Territory when there is reason to believe that the Products may thereby be resold outside the Territory. The

3

Supplier shall also decline to sell to any client located outside the Territory when there is reason to believe that the Products may thereby be resold within the Territory.

6. COMMITMENT NOT TO COMPETE

Alternative A. The Distributor shall not manufacture, distribute or represent any kind of product which may compete directly with the Products without previous authorization in writing from the Supplier (1). To this end the Distributor declares that on the date of the signing of the present Agreement, it acts as an agent or distributor for the companies and products detailed in the Annex 3 of this Agreement. The commitment not to compete shall be upheld throughout the duration of the present Agreement and for .......... years after its completion.

Alternative B. For the duration of the present Agreement the Distributor may manufacture, distribute or represent products similar to those of the Supplier, on condition that the Distributor informs the Supplier of such activity.

7. MINIMUM SALES TARGETS

Both parties may undertake annually to establish a minimum sales targets for the following year of Agreement which shall be explicit in the Annex 4 of the present Agreement.

Alternative A. Should the Distributor not have achieved the minimum sales targets on completion of the period in question, the Supplier shall be entitled to choose from the following options: (a) total rescission of the Agreement; (b) withdrawal of the right to exclusivity, where such right has been established; (c) reduction of the size of the Territory. The Supplier shall inform the Distributor in writing of the decision to exercise this right within a period of .......... months following the end of the year in which the minimum sales targets has not been achieved.

Alternative B. Should the sales targets not be met, the Agreement shall not be considered null and void, except in cases of clear negligence by the Distributor.

8. COMMITMENT TO DELIVERY OF MINIMUM AMOUNT

The Supplier undertakes to deliver a consignment of Products whose magnitude corresponds to the minimum sales targets as established in the present Agreement.

Alternative A. Should the Supplier renege on this commitment, the Distributor shall be entitled to declare the Agreement null and void through written communication to the Supplier within a period of .......... months following the end of the year in which the minimum consignment of Products has not been delivered.

4

Alternative B. Should the Supplier renege on this commitment, the Agreement shall not be considered null and void, unless there is repeated refusal to deliver the orders placed by the Distributor, which shall be considered contrary to Good Will.

9. CONDITIONS OF SALE

The sale of Products shall be effected according to the general conditions of sale established in Annex 5 of the present Agreement. The Supplier shall deliver the products to ............................... [mention the place: warehouse, port, airport, etc], .......................... [city], ................................. [country], under conditions ............................... [Incoterm]. The Distributor agrees to comply, with the utmost care, with the terms of payment agreed between the Parties. It is agreed that the Products remain property of the Supplier until the Distributor has completed payment for the consignment.

10. PRICES AND DISCOUNTS

The prices of purchase and sales operations between the Supplier and the Distributor shall be established in .................... [mention the currency].

Alternative A. The prices to be paid by the Distributor shall be explicit in the Annex 6 of the present Agreement, and shall be effective for the duration of the same. However, the Supplier may freely change the prices of the Products, on condition that such changes are communicated in writing to the Distributor at least ............ calendar days in advance.

Alternative B. The prices to be paid by the Distributor shall be explicit in the Supplier’s price list applicable at the time of delivery to the Distributor.

The Distributor shall be entitled to:

Alternative A. A discount of .......... % on the Supplier’s price list applicable at the time of purchase.

Alternative B. A discount on all sales which exceed the annual sales targets established in the present Agreement, to be calculated as follows:

From ................... to ...................., .......... %.From ................... to ...................., .......... %............................. and above, .......... %.

Such discount shall be applicable for the first .......... months of each year for the duration of the present Agreement.

5

11. RESALE PRICES

Alternative A. The Distributor may freely set a resale price for the Products, on condition that any pricing policy shall not jeopardize the image of the Products.

Alternative B. The Distributor undertakes to sell the Products to its own clients at resale prices set by the Supplier and to impose such prices on the Distributors buyers-resellers (2).

12. TERMS OF PAYMENT

Alternative A. The Distributor shall pay the Supplier ….. % of the price of the agreed operations and the rest .…. % to the confirmation of the order. The payment shall be made by banking transfer.

Alternative B. The Distributor shall pay the Supplier ….. % of the price of agreed operations on submitting documents of property to the transport agent designated by the Distributor; and the rest, …… %, within …… calendar days of receipt of the goods by the Distributor.

Alternative C. The Distributor shall pay the Supplier the price of agreed operations within ……. calendar days of receipt of the goods by the Distributor.

Alternative D. The Distributor shall pay the Supplier the price of agree operations by irrevocable letter of credit. The Supplier shall receive the advising of the irrevocable letter of credit within ……. calendar days of the confirmation or the order.

13. COMMITMENT TO INFORM THE SUPPLIER

The Distributor shall keep the Supplier informed on a regular basis as to market conditions, the competition, and legalities concerning the commercialization of the Products. The Distributor shall also attend to all reasonable requests for information expressed by the Supplier.

14. COMMITMENT TO INFORM THE DISTRIBUTOR

The Supplier shall facilitate to the Distributor all necessary information concerning the Products (catalogues, technical specifications, user manuals, price lists, etc.) Should the Supplier’s capacity to deliver be significantly lower than that expected by the Distributor, the former shall give the latter adequate warning. The Supplier shall also inform the Distributor of any new developments regarding the clients within the Territory.

15. AUTHORIZATIONS AND IMPORT DOCUMENTS

The ...................... [Supplier or Distributor] shall be responsible for applying, processing and, ultimately, obtaining approval from relevant local authorities of all documents such as

6

licenses, import permits or certificates, required to distribute and promote the Products in the Territory.

16. CONFIDENTIALITY

Throughout the duration of the present Agreement, and after its completion, the Distributor shall not reveal to third parties any commercial or technical information pertaining to the Supplier, nor use such information for purposes other than those established in this Agreement.

17. EXTERNAL DISTRIBUTION NETWORK

Alternative A. The Distributor may agreement other distributors or agents for the sale of the Products within the Territory, on condition that the Supplier is informed .......... months in advance. The Distributor shall be fully responsible for the actions of such distributors or agents under the same terms and conditions stipulated in the present Agreement.

Alternative B. The Distributor shall not Agreement other distributors or agents for the purpose of selling the Products within the territory without written permission from the Supplier (3).

18. BRAND NAMES, TRADEMARKS, LOGOS AND OTHER INTELECTUAL PROPERTY RIGHTS

The Supplier hereby declares, and the Distributor hereby accepts, that the brand names, trademarks, logos and other industrial property rights affected by this Agreement, have been duly registered [include inscription data]. The Distributor undertakes not to register any trade mark, brand name or logo identical or similar to those of the Supplier inside or outside the Territory. The Distributor also undertakes to inform the Supplier immediately of any perceived violation or undue use of Intellectual Property Rights by third parties, in order that the Supplier may pursue the appropriate legal proceedings.

19. MINIMUM STOCK

Alternative A. The Distributor undertakes to maintain a minimum stock of Products and replacement parts thereof, sufficient to provide reasonable cover for the needs of clients located within the Territory. The minimum stock to be maintained is set out in Annex 7 of the present Agreement.

Alternative B. The Distributor may freely determine the amount of Products to be maintained in stock at any given time.

20. INSPECTION OF FACILITIES AND OPERATIONS

7

The Distributor shall permit the Supplier, on demand, to carry out a full inspection of its facilities and stocks, as well as all registration documents and agreements pertaining to the storage, distribution and sale of the Products to third parties.

21. TECHNICAL ASSISTANCE

The Supplier shall make available to the Distributor the technical data necessary for the latter to gain sufficient understanding of the characteristics of the Products. If appropriate, the extent of such assistance and costs involved, shall be set out in the Annexes of the present Agreement.

22. AFTER-SALES SERVICE AND MAINTENANCE

The Distributor undertakes to carry out with its own staff and means, and assume the costs of, and adequate after-sales and maintenance service for all Products sold within the Territory. The Supplier shall provide the Distributor with the spare parts and other means required to service the warranty conditions of the Products.

23. SUPPLIER’S WARRANTY

The Supplier’s warranty shall cover all Products sold within the Territory, and shall remain valid for a period of .......... years as from the date on which the Distributor received the Products. Throughout the period of warranty, the Supplier undertakes to replace at no extra cost all Products which the Distributor declares faulty, as well as to repair any operational malfunction detected and declared by the Distributor. In all cases, the Supplier reserves the right to verify by any means or method, any fault detected by the Distributor, without hindrance from the Distributor to the persons assigned by the Supplier to carry out such verification. This warranty shall not apply to any faults or damage to the Products incurred by negligence or misuse on the part of the Distributor or the clients with whom the Distributor may deal.

24. DISTRIBUTOR’S WARRANTY

Notwithstanding the conditions of warranty bestowed upon the Products by the Supplier, the Distributor may freely, and at its own cost, grant additional warranty conditions to its clients.

25. SUPPLIER’S RESPONSIBILITIES

Alternative A. The Supplier shall be responsible for meeting all legal requirements pertaining to the commercialization of the Products as established by the legislation of the country or countries within the Territory.

8

Alternative B. The Supplier shall not be held responsible for meeting the requirements pertaining to the commercialization of the Products as established by the legislation of the country or countries within the Territory.

26. ADVERTISING AND PUBLICITY

Both parties may agree to joint activities of advertising and publicity (publishing catalogues, mailshots, point-of-sale promotions, participation in trade fairs, advertising in Internet, etc.). Alternative A. The costs of advertising and publicity shall be met by both parties and according to the following proportions: Supplier .......... %; Distributor .......... %.

Alternative B. Each Party shall meet the cost of its own advertising and publicity initiatives.

27. TAXATION

The Distributor shall be liable for all taxation incurred by the Products currently promoted within the Territory as well as any new Products to be promoted hereafter, at national, regional or local level.

28. EARLY TERMINATION

Either of the two parties shall be entitled to terminate the present Agreement, by written communication, in case of a serious breach of contractual obligations by the other Party, or in case of exceptional circumstances which may justify such a termination, such as: (a) bankruptcy or insolvency; (b) failure to meet commitments of particular significance pertaining to matters such as guaranteed minimum turnover, exclusivity rights, commitment not to compete, or registered trademarks; (c) breach of agreed payment conditions; (d) change of ownership of either Party which may affect the results reasonably expected by the other Party under the terms of the present Agreement. The Agreement shall also be terminated in the case that Mr/Ms .............................. be no longer employed by the Distributor.

29. COMPENSATION FOR TERMINATION OF AGREEMENT

Alternative A. The Distributor shall not be entitled to compensation for goodwill or similar should the present Agreement be terminated. Nevertheless, the Distributor shall be entitled to claim compensation should the termination be produced by a breach of agreement by the Supplier.

9

Alternative B. The Distributor shall not be entitled to any compensation for goodwill or similar should the present Agreement be terminated, except to the minimum extent that the governing law of this Agreement provides for compensation.

Alternative C. The Distributor shall be entitled to compensation for goodwill or similar on condition that it has brought clients to the Supplier or increased significantly the sales turnover with existing clients. The amount of compensation shall be equivalent to ......... % of the annual gross profits obtained on each client, to be calculated as the average of the figures from the preceding five years; should the term of the Agreement be lower than five years, the amount of compensation shall be calculated as the average for the period in question. The Distributor undertakes to make its best efforts to have the existing customers transferred to the Supplier o to the new Distributor (or Agent) of the Supplier. The compensation shall be paid in ....... [3, 6, 9 or 12] months after Agreement termination (4).

30. TERM OF AGREEMENT

Alternative A. The present Agreement shall come into force on .............................. for an indefinite term, and may be terminated by either of the two parties in writing and with warning of no less than one month for the first year, two months in the second year, three months in the third year, four months in the fourth year, five months in the fifth year, and six months for the sixth and consecutive years.

Alternative B. The present Agreement shall come into force on .......................................... and end on ........................................ It shall be automatically renewed for periods of one year at a time, unless either side wishes to terminate it in writing with no less than three months’ warning.

31. REPURCHASE OF PRODUCTS

Upon completion of the present Agreement:

Alternative A. The Supplier shall repurchase from the Distributor all new Products which are in perfect condition and in original packaging, at the price previously paid by the Distributor.

Alternative B. The Supplier shall be under no obligation to repurchase unsold Products from the Distributor. Should the Distributor decide to sell such Products after completion of the present Agreement, it shall do so under the same conditions established therein.

32. RETURN OF PROMOTIONAL MATERIAL AND SAMPLES

On completion of the present Agreement, the Distributor shall return to the Supplier all promotional material (catalogues, display stands, promotional gifts, etc.) as well as any samples provided.

10

33. AMENDMENTS AND ADDITIONS

No amendment or addition to the present Agreement shall be valid without written agreement by both Parties.

34. ASSIGNMENT OF AGREEMENT

Neither Party shall assign the present Agreement without the previous agreement of the other Party.

35. APPLICABLE LAW AND COMPETENT JURISDICTION

The Parties shall exercises their best efforts to resolve by negotiation any dispute, controversy o difference between them arising out or relating to this Agreement.

If the dispute is not be resolved by direct negotiation, it will be finally settled by:

Alternative A. legal proceedings in the Courts of .............. [insert country], and both parties agree to submit to the jurisdiction of those Courts.

Alternative B. legal proceedings in the Courts of the country of the ……..........……… [Supplier or Distributor] and, specifically, to those of the town/city where the ................ [Supplier or Distributor] has its registered offices, except if the ......................... [Supplier or Distributor], if it were the complainant, were to bring its claim before the Courts of the town/city where the other Party has its registered offices.

Alternative C. the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the aforesaid Regulation. The place of arbitration shall be ....................... [insert town/city and country] and the proceedings will have to be carried out using ……......…... as a language.

36. LANGUAGE

The whole text of the present Agreement and all documents derived from it, including the Annexes, have been composed in:

Alternative A. English, and is therefore the only authentic text.

Alternative B. …………… and English, both versions being deemed authentic, but for legal purposes the text in ............. is to be given priority of interpretation.

11

Both Parties declare their conformity to the present Agreement, which is signed on ...... copies, each of which is considered original.

This Agreement enters into force the date written above.

Signed by a duly authorized representative of the Supplier and of the Distributor.

Alternative A. At …………...... , on …… of .................., .........

Alternative B. The Supplier, at ……………...., on ....... of ..............., ........, and the Distributor at ...…………..., on ........... of ……………….., ...........

For and on behalf of the Supplier For and on behalf of the Distributor

________________________________ ___________________________________Mr./Ms. .............................................. Mr./Ms. ....................................................................................................... [position] ........................................................[position]

12

ANNEX 1. PRODUCTS AND TERRITORY(CLAUSES 1 AND 3)

Products: ........................................................................................................................................

........................................................................................................................................................

........................................................................................................................................................

Territory: ........................................................................................................................................

.........................................................................................................................................................

ANNEX 2. NON EXCLUSIVITY CLIENTS(CLAUSE 3)

Companies to which the right of exclusivity is not applied:

Business turnover above: …………………………......

Number of employees above: …………………………

Companies with which the Supplier has commercial dealings prior to the signing of the present Agreement (list attached)

ANNEX 3. EXISTING CLIENTS(CLAUSE 6)

The Distributor declares that before entering into this Agreement, it was selling products of the same range as the Products to the following clients within the Territory:

.........................................................................................................................................................

.........................................................................................................................................................

ANNEX 4. MINIMUM SALES TARGETS(CLAUSE 7)

The Distributor undertakes, during each year of the Agreement, to place orders, for not less than:

........................... [amount in money]

13

........................... [amount in products]

ANNEX 5. SUPPLIER´S GENERAL CONDITIONS OF SALE(CLAUSE 9)

To be annexed to the Agreement.

ANNEX 6. LIST PRICES(CLAUSE 10)

To be annexed to the Agreement.

ANNEX 7. MINIMUM STOCK OF PRODUCTS(CLAUSE 18)

The Distributor agrees to maintain the following minimum stock of products and spare parts:

Product 1: ...................................................................................................................................

Product 2: ...................................................................................................................................

Product 3: ....................................................................................................................................

_____________________

(1) This alternative is not in compliance with the block exemption of antitrust rules in EU.

(2) This alternative is not in compliance with antitrust laws in European Union, as well as to the laws of many developed countries.

(3) This alternative is probably contrary to antitrust rules in European Union, to the extent that limits the distributor´s capacity to organize its sale network.

(4) This alternative is the most appropriate when the Distributor acts in countries belonging to the European Union (EC Directive 86/6535).

© Copyright Global Marketing Strategies

14

Agreements drafted by the legal experts of Global Negotiator cover all relevant aspects that are negotiated and agreed in the different types of business between companies. However, when these agreements are used you should take into account some recommendations common to all of them that are described in this User Guide. DATE

The date when the agreement comes into force is the one that appears in its header, as mentioned in the final paragraphs of the agreement, before signatures (This Agreement comes into force on the date written above).

In some agreements -for example in the Supply Agreement- the date of coming into force is also mentioned in one of the clauses. In these cases you have to verify that the two dates inserted in the agreement (in the heading and in the corresponding clause) are the same, in order to avoid discrepancies.

PARTIES

Be sure to insert in the first page of the agreement the full details of the Parties:

When a Party is a company you must insert the following information: legal name, legal form (limited, incorporated, etc.), full address, registration data and fiscal identification number.

When a Party is an individual that works as independent professional (for example a commercial agent) you must insert the following information: full name, profession, full address and fiscal identification number.

CLAUSES

Clauses with different alternatives: choose the most favorable

In the most important clauses of each agreement (exclusivity, payment terms, applicable law and competent jurisdiction, etc.) several drafting alternatives are proposed so you can choose the most appropriate to each situation. Therefore, the user before submitting the agreement to the other Party must choose the alternatives that seem best suited to their interests, and eliminate the rest. Clauses with blank spaces to be completed

In several clauses of the agreement blank spaces appear with dots (.......................) that the user has to complete inserting text. Following the dots, between brackets, you will see the data and explanations to insert the text.

When the text between brackets is in normal letters (the same as the agreement) and separated by "," or the word "o", the user must insert one of the options suggested.

15

USER GUIDE

Example of blank space (........) with options to select between brackets:

Orders handled before completion of the present Agreement which produce sales transactions within .......... [1, 2, 3, 6] months shall entitle the Agent to receive the corresponding commission. In this case the user must choose between options 1, 2, 3 or 6 months and insert one in the blank space (........).

When the text between brackets is in italics the user has to insert the data and information requested and eliminate the bracketed text.

Example of blank space - (.........) to insert text:

Both parties, by mutual consent, resolve to refer any dispute to the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules. The place of arbitration shall be ........... [city and country]. In this case the user must insert in the blank space (...........) the city and country chosen to conduct the arbitration and afterwards eliminate the bracketed text [city and country].

Notices Clause

Sometimes it may happen that the official address of the Parties which appear at the beginning of the agreement is different from which is to be used for communications between the Parties during the terms of the agreement. In this case the user should include at the end of the agreement a Notices Clause.

Example of Notices Clause:

Notices. - In order to comply with their contractual obligations, the Parties establish the following address for the provision of notices related to this agreement:- Party 1 ............................................................. [insert full address].- Party 2 ............................................................. [insert full address].

ANNEXES

The agreements incorporate some Annexes, each of them, referenced to the corresponding Clause. Annexes are drafted in commonly used formats, although the user must adapt these formats and the text inserted in them to each particular situation.

SIGNATURES

People who sign

Persons signing the agreement on behalf of the company must have the authority to do so and preferably, be entitled on the basis of a power of attorney. Below the signature, in addition to the full name of the person that signs his/her position must be inserted. When one of the Parties who signs is a natural person (for example a commercial agent in a Agency Agreement) obviously he or she is the person that has to sign the agreement.

16

The laws of some countries require that agreements, to be valid, shall be signed in front of witnesses or a public notary. Therefore, before signing a agreement you should be informed about the requirements that may exist in each country.

Place and date of signature

Usually agreements are signed by both Parties on the same date and place. Nevertheless, in international agreements, due to physical distance, it is common that each of the Parties sign in different dates and places. This agreement provides for both alternatives so it comes to choosing the most appropriate to each situation.

Number of copies

Usually, the Parties sign two copies of the agreement, each Party retaining one of them, but cal also arise the need to sign more copies. In this case all you have to do is mention explicitly the number of copies to be signed in the paragraph that is included at the end of the agreement (Both Parties declare their conformity to the present agreement, which is signed in ...... copies, each of which shall be considered an original).

GENERAL RECOMMENDATIONS

The Parties must sign all pages of the agreement, including Annexes, so they are also valid. It is better to use ball point or pen (not pencil) in a color other than black (e.g.: blue); this makes it easier to distinguish an original document from a photocopy.

It is preferable (although no mandatory) to express sums of money and percentages in words and figures. Of course, the words and figures for a given amount must match exactly. You also must insert the currency in which the amounts are expressed. It is advisable to use the rules establish by ISO that name each currency by three capital letters (EUR for euro, USD for dollar, GBP for sterling pound, JPY for Japanese yen, etc. - you can get the acronyms of every currency in the website www.oanda.com).

Once you have chosen the best alternatives of each clause and have completed the blank spaces you should revise the whole agreement to remove remaining paragraphs and correct any errors.

LEGAL WARNING

Depending upon your particular situation this agreement might not meet your needs and requirements. In case of doubt, you should consult a legal advisor. Global Marketing Strategies, S.L. as publisher and copyright holder of this agreement disclaims all warranties, whether express or implied, respecting the legal content of this agreement. For any claims arising out or in connection with the use of this agreement, Global Marketing Strategies shall be limited to a refund of the purchase price.

17

18