This is a key reference tool for business managers, lawyers and students of international commercial agreements. What considerations do you need to take into account when planning an international commercial agreement? What writing techniques will ensure that your contract is suited to your needs? What provisions should you include in such a contract? When planning, negotiating and writing international commercial agreements, it is important to know exactly what essential issues need to be addressed. This book does this in an easy-to-use, clear and concise fashion. Contracts fulfill several functions. They spell out the rights and obligations of the contracting parties, manage any potential risks arising out of the contractual relationship and supply a contingency plan for each party in the event that the contractual relationship breaks down. Obviously no contract is perfect but the parties should aim for perfection. This book aims to show you how to achieve this.
Features: an accessible style and content; all essential materials needed by the reader are brought together in one book; includes case studies, easy to use checklists and features that flag key information; each chapter starts with an overview and ends with a summary of key points; and the chapters on the agreements contain template clauses. It is the book is not jurisdiction specific.
Michala Meiselles is a professional lawyer and lecturer specialising in advising public sector clients and UN agencies on international commercial agreements. She was adviser to the European Commission (French delegation) and is currently a freelance adviser and a lecturer at Lyon University, teaching European Business Law and International Corporate Law. She is a contributing author to The Civil Law Consequences of Corruption, ed Olaf Meyer, Nomos Verlagsgesellschaft (2009).
1. Planning an international commercial agreement; Overview of chapter; Contractual considerations; Form of international commercial agreements; Formation of international commercial agreements; Subject matter; Illegality; Parties contracting; Capacity; Trade barriers; Dispute resolution; Need to research local law; Tort; Product Liability; Crime; Summary; 2. Drafting an International Commercial Agreement; Overview of chapter; Point of departure; Freedom to contract; Legality; International instruments governing international; agreements; CISG; Choice of law in international agreements; Requirements relating to the form of the contract; Missing or vague terms; Defined terms; Language of contract; Checklist of provisions; Structure; Cover sheet; Table of contents; Index of defined terms; Front of the contract; Title; Introductory clause; Recitals; Body of the contract; Division of text in body; Definitions clause; Boilerplate clauses; Assignment clause; Merger clause; Modification clause; Severance clause; Notice clause; Dispute resolution; Language clause; Back of the contract; Concluding clause; Signature blocks; Attachments; Summary; 3. International Sales Agreement; Overview of chapter; General provisions; Checklist of provisions; Front of the contract; Body of the contract; Summary; 4. International Distribution Agreement; Overview of chapter; Transnational sales and development of export function; Introduction; Vertical integration; Supply chain - Levels and roles; Choosing between an agent and distributor; Distribution agreement; Fundamentals of distribution; Motives and concerns of distributor; Motives and concerns of manufacturer; General provisions; Summary; 5. International Agency Agreement; Overview of chapter; Introduction; Fundamentals of agency law; Agency agreements under EU law; General provisions; Summary; 6. International Licensing Agreement; Overview of chapter; Fundamentals of intellectual property law; Principal's concerns; Licensee's concerns; General provisions; Summary.