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International Channel Development: Legal Best Practices

Explore key legal aspects of effective relationship establishment in international sales. Learn about various frameworks, legal considerations, and strategies to choose wisely for successful expansion. Get insights on agreements, disputes, and export controls. Navigate legal and business challenges with expert guidance.

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International Channel Development: Legal Best Practices

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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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