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International Channel Development: Key Legal Aspects of Establishing Effective Relationships

International Channel Development: Key Legal Aspects of Establishing Effective Relationships. December 10, 2013 Kerry T. Scarlott, Esq. Goulston & Storrs PC kscarlott@goulstonstorrs.com 617.574.3572. Engaging in Foreign Sales. A Variety of Frameworks to Choose From Direct Sales

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International Channel Development: Key Legal Aspects of Establishing Effective Relationships

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  1. International Channel Development: Key Legal Aspects of Establishing Effective Relationships December 10, 2013 Kerry T. Scarlott, Esq.Goulston & Storrs PCkscarlott@goulstonstorrs.com617.574.3572

  2. Engaging in Foreign Sales • A Variety of Frameworks to Choose From • Direct Sales • Foreign Sales Representative • Distributor / Reseller • Foreign Sales Agent • Foreign Sales Office / Subsidiary

  3. Choose Wisely • Pros and Cons to Each Framework • Both Business and Legal • Beware Agency • Start Small? • Pick the Strategy that Fits Your Circumstances • One Size Does Not Fit All • Combination of Frameworks?

  4. Key Legal Issues Authority to Bind Local Registration Requirements Local Labor Laws & Social Welfare Taxes Termination Penalties Under Local Law Imputed Liability (e.g., FCPA) Non-Competition

  5. Key Legal Issues (cont’d) Convention on the International Sale of Goods Incoterms Dispute Resolution Export Controls / Customs Others

  6. The Agreement Put it in Writing! Different Frameworks Often Require Very Different Language Beware Forms / Precedent Beware Taking Boilerplate for Granted Consider Local Law

  7. Anatomy of an Agreement Appointment Definition of Products Territory / Exclusivity / Reserved Channels Non-Competition Term and Termination Responsibilities Pricing Payment / Collection

  8. Anatomy of an Agreement (cont’d) License to Use IP Delivery / Shipping Inspection Rights / Returns Warranty Limitation of Liability Export Controls and Ethics Dispute Resolution Choice of Law / Forum

  9. Other Issues – Legal and Business • U.S. Export Controls • Outbound from U.S • Retransfers / Re-exports Abroad • IP Protection • EU Directives • Mitigating Credit Risks • Ex/Im Financing • Currency Exchange • Tax Structures

  10. THANK YOU 2291914 Kerry T. Scarlott, Esq. Goulston & Storrs PC 400 Atlantic Avenue Boston, MA 02110 T 617.574.3572 C 617.823.9069 kscarlott@goulstonstorrs.com www.goulstonstorrs.com

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