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CERTIFICATE IN EXPORT MANAGEMENT SERIES(2010)

Author:  John R. Jagoe, Managing Director, The Export Institute of the United States

1. MAJOR PROVISIONS OF AN EXPORT MARKETING AGREEMENT:
• Identification of Parties to the Agreement
• Effective Date of the Agreement
• Termination of the Agreement:
• Items covered: Termination on a specific date, termination upon written notice, and termination "for cause".
• Sales Territory, Products and Restrictions:
• Items covered: Country or geographical area, and sole and exclusive rights.
• Identification of Products
• Types of Sales Excluded from the Agreement:
• Items covered: House accounts, Original Equipment Manufacturers (OEMs), and will you allow the sale of competitive or complementary products?
• Pricing of Products:
• Items covered: Currency and prices quoted in agreement, sales commission and discounts, notification of price changes, order acceptance, shipping and delivery of merchandise, and penalties for late delivery.
• Payment Terms
• Inventory Stocking Requirements:
• Items covered: Stocking requirements for spare parts and components, minimum size of orders, and repurchase of slow moving items.
• Warranty Agreement:
• Items covered: Warranty period, place of warranty work, products covered, improper use, outside suppliers, inventory maintenance, design changes, advice of warranty, assignment of warranty, hold harmless clause, and force majeure.
• After-Sale Service
• Emergency Trips by Service Representatives:
• Items covered: Sufficient advance notice, length of stay in territory, payment of expenses for emergency trips, and special treatment for new representatives.
• Training Programs for Export Sales Representatives
• Information to the Provided by Parties to the Agreement:
• Items covered: Sales projections, competitive activities reports, political climate reports and provision of contact information on customers within export markets.
• Force Majeure
• "Hold Harmless" Statement
• Settlement of Disputes
• Cancellation of All Previous Agreements and Assignment of Agreement.
2. REVIEW AND LEGAL APPROVAL OF THE AGREEMENT:
• Questions to ask yourself about the export marketing agreement.
• Is the agreement mutually beneficial to both parties?
• Would you sign the agreement if you were the export sales representative?
• Present the agreement to a qualified international attorney for final approval.
3. SAMPLE EXPORT MARKETING AGREEMENTS:
• Sample Contract: Distributor Agreement
  Used when: Representative takes title and physical possession of goods.
• Sample Contract: Agency Agreement
  Used when: Representative does not take title and physical possession of goods.
• Sample Contract: Consignment Agreement
  Used when: Goods are shipped to the export sales representative without prior payment so that they will be available for immediate delivery to the customer - after which the agent pays the exporter.
• Sample Contract: Product Warranty Agreement
• Sample Contract: Confidentiality Agreement