International Commercial Agency and Distribution Agreements: Case Law and Contract Clauses, Second Edition

Association Internationale des Jeunes Avocats Series Volume 16

International Commercial Agency and Distribution Agreements is a much-used practical guide to drafting and negotiating commercial agency, exclusive distribution, and franchising agreements. In this enriched second edition of a proven, indispensable practical guide, the contributors have all updated their country reports with recent cases and commentary and an abundance of new sample clauses and other practical features. In addition, four major jurisdictions – Brazil, England, Japan, and the United States – have been added, bringing the total number of country reports to nineteen.

What’s in this book:

The first edition is well known among commercial law practitioners as the preeminent hands-on guide to drafting effective distribution agreements tailored specifically to countries in which foreign direct investment is a major component of the economy. This second edition keeps the original format, with each chapter covering all the following matters and more:

• pre-contractual information disclosure;
• administrative formalities and reporting obligations;
• role of professional bodies;
• applicable vertical restraints;
• applicable private international rules;
• availability of EU block exemptions;
• rights and obligations of all parties to each other and to third parties;
• intellectual property rights;
• data protection;
• provisions for Internet sales;
• undertaking not to compete;
• right to indemnities;
• sanctions in case of noncompliance;
• sub-distributors;
• resale pricing;
• liability toward end users;
• warranties;
• grounds for termination;
• damages in the event of unjustified (abusive) termination;
• acquisition or lease of site by franchisee;
• post-contract improvements and modifications of standards and specifications;
• franchisor’s initial and continuing assistance to franchisee; and
• bankruptcy procedure.

Local experts provide detailed information on specific applicable law, major current case law, drafting guidance with specific clauses, and official English versions of relevant primary material. Case law summaries clearly expose the issues from which disputes arise, – and the financial consequences of those disputes – and the practical discussion includes sample clauses designed to anticipate those issues and avoid the pitfalls to which they often lead.

How this will help you:

This book helps the readers gain a comprehensive understanding of legislation, regulation, and case law affecting distribution agreements in major jurisdictions worldwide and thereby confidently approach the contractual specifics and possibilities offered in each jurisdiction. The ready-to-adapt contractual clauses provided on a case-by-case basis serves as a handbook to corporate counsel, legal scholars, and other lawyers negotiating international commercial distribution agreements.