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INDEXPartiesRecitalsArticles

1. Grant of the License2. Exclusive rights3. Sales Outside de Territory4. Approval of the License

Products5. Manufacture of the Licensed

Products6. Quality of the Licensed

Products7. Licensor´s corporate image,

advertising and promotion8. Sale and marketing of the

Licensed Products9. Registration of transactions10. Control of transactions11. Payments12. Trademarks13. Duration14. Effects of expiration or

termination15. Earlier termination16. Registration of the License 17. Confidentiality18. Granting rights and

obligations19. Applicable law and

competent jurisdiction20. Language

SignaturesAnnexes

In this agreement the owner (Licensor) of a registered trademark gives permission to another company (Licensee) to manufacture and sell products under this trademark. The license is given for a certain range of products (usually consumer and fashion products) for which the licensee obtains an exclusivity in a defined territory (usually a country).

In exchange for the rights granted, the Licensee shall pay to the Licensor a certain amount of money and a percentage (royalties) calculated on the sales value of the products sold under license.

Nº of pages: 11+3 (User Guide)Format: WordLanguage: English

MODEL OFINTERNATIONAL TRADEMARK LICENSE AGREEMENT

INTERNATIONAL TRADEMARK LICENSE AGREEMENT

DATE: .............................................................................................................................................

BETWEEN:

................................. [company legal name] whose registered office is at ..................................... [address, city and country] and registration/fiscal number is ........................................................, represented by ............................................................. [name and surname, position].

AND:

................................. [company legal name] whose registered office is at ..................................... [address, city and country] and registration/fiscal number is ......................................................., represented by ............................................................. [name and surname, position].

Both Parties declare a mutual recognition of their capacity to undertake the following:

I. That the company .................... (hereinafter, “the Licensor”) owns Trademarks as set out in Annex 1 of the present Contract. It, therefore, has full rights to grant license for the exploitation of the said Trademarks and to authorize the inclusion of the trademarks into products manufactured and sold.

II. That the company .................... (hereinafter, “the Licensee”) wishes to obtain a license to manufacture, use and sell the products (hereinafter, "the Licensed Products") covered by the Trademarks as set out in Annex 2 of the present Contract.

Both Parties agree to the following:

ARTICLE 1. GRANT OF THE LICENSE

1.1 Licensor hereby grants to Licensee, which accepts, upon the terms and conditions set out in this Contract, the exclusive right to use the Trademarks in connection with the Licensed Products in order to produce, distribute, promote and sell the Licensed Products in the Territory specified in Annex 2 of the present Contract.

1.2 Licensee is not entitled to sublicense the trademark, unless it has received a prior written authorization to this effect from the Licensor (1).

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ARTICLE 2. EXCLUSIVE RIGHTS

2.1 The license is exclusive.

2.2 For the whole duration of this Contract, the Licensor will not use the Trademarks nor license to others the use of the Trademarks in the Territory in connection with the Licensed Products.

ARTICLE 3. SALES OUTSIDE DE TERRITORY

3.1 Alternative A. Licensee will refrain from making any sale outside the Territory, and will request that those purchasers to whom it sells the Licensed Products do not to sell them outside the Territory.

Alternative B. Licensee will not actively promote the sale of the Licensed Products outside the Territory (2).

ARTICLE 4. APPROVAL OF THE LICENSE PRODUCTS

4.1 The parties shall establish and update from time to time a program of the Licensed Products to be developed. The initial program is provided in Annex 3.

4.2 Licensee shall in due time submit to Licensor for approval sketches or designs of the products it proposes to manufacture. Once the design is approved the Licensee shall produce a prototype of each Product, which will be submitted for approval to Licensor. On the basis of Licensor’s remarks, Licensee shall make such modifications as are appropriate in order to meet Licensor’s standards. After Licensor has definitively approved the prototype in writing, the manufacture of the Licensed Product can start (3).

4.3 Licensor must answer the request of approval of any design or prototype of a Product in writing within ........... [30, 60] calendar days from such request. 15 16 Parties may wish to maintain specific situations outside the exclusivity. For instance, the licensor may wish to retain the right to market promotional products in the Territory, to be offered free of charge to its customers, which belong to the same category of licensed products, but come under a totally different quality and price range: e.g. licensee makes luxury watches under the license and licensor wishes to sell low-cost watches bearing the same trademarks as promotional materials. A shorter or longer time limit may be appropriate according to the circumstances of the case.

4.4 A refusal may be justified where the Product does not meet Licensor’s quality standards or does not otherwise comply with Licensor’s Corporate Image. Licensor will indicate the reasons for its refusal to approve the proposed Product and will discuss with Licensee possible amendments or improvements. Licensor agrees not to unreasonably withhold its approval. The above clause tries to make a compromise between the need for the licensor to have enough discretion with respect to a decision that is by its very nature subjective, and the need to protect the licensee against a potential abuse of this right. A possible way to make the above decision more objective could be that of specifying in an Annex the standards that must be observed by the licensee.

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ARTICLE 5. MANUFACTURE OF THE LICENSED PRODUCTS

5.1 Licensee shall manufacture the Licensed Products itself in the place of manufacture indicated when the approval of a Product is requested, or have them manufactured by a third party approved in advance by Licensor (4). Licensor agrees not to unreasonably refuse such authorization.

5.2 Licensor may require any additional information as to the manufacturing process used and may at any time verify that the manufacture is carried out in compliance with its current quality standards. Licensee must take all reasonable steps to enable Licensor to access the production site and to control the production process of the Licensed Products.

5.3 In case Licensee entrusts third parties with the manufacture of the Licensed Products. Licensee shall be fully responsible for the activity carried out by such third parties.

5.4 Any change of the place of production of the Licensed Products must be approved in advance by Licensor.

ARTICLE 6. QUALITY OF THE LICENSED PRODUCTS

6.1 Licensee warrants that all the Licensed Products comply with the prototypes approved by Licensor and in any case meet the quality standards approved by Licensor (5).

6.2 Licensee furthermore warrants that the Licensed Products comply with the laws and regulations in force in the Territory regarding safety, materials used, labeling, etc.

6.3 In the event that Licensor determines that the quality of any Licensed Product does not meet the quality standards approved by Licensor, or any other standard agreed between the Parties, or does not comply with rules or regulations in force in the Territory (Non-Conforming Products), Licensor shall give to Licensee a detailed written description of the specific substandard features and shall give Licensee thirty ......... [30, 60, 90] calendar days to effect the necessary changes for approval.

6.4 The Licensee shall refrain from selling any Non-Conforming Products. Such products must be destroyed, unless the Parties agree in writing on their sale at conditions that do not affect the Licensor’s Corporate Image. If Non-Conforming Products have already been sold when the non-conformity is discovered, Licensor may require that Licensee recalls at its own cost the Non-Conforming Products to the extent this measure appears necessary for protecting its corporate image and the image of the Trademarks, and provided such recall is possible.

ARTICLE 7. LICENSOR´S CORPORATE IMAGE, ADVERTISING AND PROMOTION

7.1 Licensee recognizes that compliance of the Licensed Products, their advertising and their promotion with Licensor’s Corporate Image is of substantial importance for Licensor. Licensor will keep Licensee informed about its corporate image strategies, in order to permit Licensee to conform its promotional action to any change. Changes to such strategy will be implemented by Licensee after a reasonable time from notice of such changes by the Licensor.

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7.2 Any use of the Trademarks on the Licensed Products as well as on their packaging must strictly comply with the written indications given in advance by the Licensor.

7.3 Licensee shall submit in advance to Licensor for its approval all the creative works, documents, texts, websites and any other advertising and promotional material regarding the Licensed Products, and shall not start any advertising or promotional campaign without first having obtained approval in writing from Licensor, which shall not be unreasonably withheld.

7.4 Neither Party shall carry out, without the consent of the other Party, any linking or framing activity with the Internet websites of the other Party.

7.5 Unless otherwise agreed in writing, Licensee shall not use the Trademarks for metatags and any additional technical means for web positioning.

ARTICLE 8. SALE AND MARKETING OF THE LICENSED PRODUCTS

8.1 Licensee is an independent contractor and shall sell the Licensed Products in the Territory, in its own name and on its own behalf, undertaking the marketing, delivery, invoicing, and any risk related to the distribution. Licensee shall not act as an agent of the Licensor.

8.2 Licensee shall use all commercially reasonable efforts to distribute, promote and sell the Licensed Products throughout the Territory, to maintain a business for the Licensed Products that is substantial, constant and expanding, and to promote the sale of the Licensed Products in the Territory in accordance with the prestige of the Trademarks.

8.3 Licensee agrees to carry out the distribution of the Licensed Products in such a way as is appropriate for maintaining the highest standard and exclusive image of the Trademarks and of the Licensor’s Corporate Image, particularly with respect to the choice of the distribution channels, type of sales outlets supplied, etc. In some cases the Licensor may require detailed information about the distribution strategies of the licensee and their implementation: distribution plan, statements on sales in different territories, marketing plan, etc.

ARTICLE 9. REGISTRATION OF TRANSACTIONS

9.1 The Licensee shall keep account of all transactions effected under license, in which there shall be explicit and accurate mention of the number of products manufactured and sold, the reference numbers given to each as well as any other indications, particularly those pertaining to the price of sale to customers, required for the calculation of royalties payable.

ARTICLE 10. CONTROL OF TRANSACTIONS

10.1 The Licensor shall be entitled to inspect the register of transactions made by the Licensee and their correspondence to the latter’s general accounting activities.

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10.2 The cost of such inspection shall be borne by the Licensor, but shall be repaid by the Licensee where the inspection is prolonged or repeated on account of accounting errors made by the Licensee or where transactions exceeding 5 % of the amounts declared by the Licensee are detected.

ARTICLE 11. PAYMENTS

11.1 In exchange for the rights granted under this Contract, Licensee shall pay to Licensor the amounts indicated in the following Articles.

11.2 Licensee shall pay the Licensor the total amount of ................ [ insert amount in numbers and letters, specifying the currency], within 30 calendar days after signing this Contract.

11.3 Licensee shall pay, during the whole duration of this Contract, the Royalty of ...... % [ insert percentage] calculated on the Net Sales Value of the Licensed Products sold by Licensee.

11.4 The term “Net Sales Value”, relevant to the calculation of the Royalty, means the invoiced sales value of the Licensed Products, sold, directly or indirectly, by the Licensee; such Net Sales Value will not include, to the extent that they are evidenced in the invoice: (a) normal sale discounts to the Licensee’s customers; (b) insurance, packaging and transportation expenses of the Licensed Products; and (c) tax or duties paid by the Licensee on the sale of the Licensed Products.

11.5 The Royalty will be paid by Licensee to Licensor within 60 calendar days from the end of each ............... [quarter, semester, year].

11.6 Independently from the quantity of Licensed Products sold, Licensee will pay to Licensor the minimum amount of ................... [insert amount in numbers and letters, specifying the currency] for each ............... [quarter, semester, year].

11.7 Within 30 calendar days from the end of each ................ [quarter, semester, year], Licensee shall provide Licensor with a complete and detailed statement of the Royalty accrued in the course of such period, indicating the Net Sales Value and the quantity of Licensed Products sold. For the purpose of the above statement, Licensed Products shall be considered to be sold when invoiced. Further, Licensee will provide the Licensor with all additional information that it may reasonably require.

11.8 Licensor, through an independent auditing firm appointed by it, will have free access to the accounts and any other document of Licensee, in order to check such information as is necessary for verifying that the Royalty calculation made by Licensee is correct.

11.9 In case, following the verifications mentioned in Article 10.7 here above, it is found that the Royalty has been paid to an extent of more than five per cent (5%) lower than the Royalty actually due for each ............... [quarter, semester, year], Licensor shall be entitled to obtain reimbursement for the cost of the said audits, and to terminate this Contract according to Article 15.

11.10 Any amount due by Licensee to Licensor shall not be considered as paid, until it has been credited to the account indicated by Licensor, net and without any deduction whatsoever.

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11.11 Any delay in payments by the Licensee will accrue interest, to be paid to Licensor, up to the actual date of payment. The interest will be calculated at the official discount rate in force in the Country of the Licensor, increased by five points.

ARTICLE 12. TRADEMARKS

12.1 Licensor warrants that:

(a) The status of the Trademarks in the Territory corresponds to the indications contained in Annex 1 of this Contract.

(b) All applications for trademark registration relating to the Trademarks not yet registered, if any, have been properly presented and will be pursued with diligence by Licensor, who, however, does not guarantee any granting of the registrations.

(c) There is no opposition, annulment or cancellation proceedings pending or threatened in the Territory concerning the Trademarks, or any third party infringement proceeding pending against Licensor or started by Licensor against third parties alleged to have infringed the Trademarks.

12.2 Licensee shall notify Licensor of any actual or potential infringements of the Trademarks of which it has any knowledge. Licensee shall cooperate with the Licensor in prosecuting such action, the expenses of such prosecution being the sole responsibility of Licensor. Licensor shall have the sole right to determine whether or not any action shall be taken on account of any such infringements limitations, but in doing so shall reasonably take into account the interest of Licensee. Any recovery shall belong solely to Licensor.

12.3 If Licensor elects not to pursue any such infringer, then Licensee may do so at its sole cost and expense upon the prior written approval of Licensor, which approval shall not be unreasonably withheld. Any recovery shall then belong solely to Licensee. Should Licensee undertake to pursue any infringer under this provision, it shall keep Licensor duly informed of all developments related to any such claims or suit and shall not resolve such by settlement without the prior written consent of Licensor, which consent shall not be unreasonably withheld.

12.4 Licensee undertakes not to file or cause to be filed in the Territory or anywhere else any trademark application for the Trademarks. It undertakes not to file or use, directly or indirectly, any trademark, trade name, or other intellectual property application in the Territory, or anywhere else, that is confusingly similar to the Trademarks.

ARTICLE 13. DURATION

13.1 This Contract enters into force at its signature and will remain in force for a period of ........... [3, 5, 10] years until ................ [insert date].

13.2 After this term the Contract will be automatically renewed for further periods of one year, unless terminated in writing at least ......... [3, 6] months before its respective expiry term.

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ARTICLE 14. EFFECTS OF EXPIRATION OR TERMINATION

14.1 Upon the termination or expiration of this Contract, all rights herein granted to Licensee shall revert to Licensor.

14.2 Except in the case of earlier termination by the Licensor according to Article 15 below, Licensee will be entitled to sell after termination or expiration of this Contract, for a period of ....... [3, 6 12] months, the Licensed Products already manufactured or in the process of being manufactured at that date, provided that all payments due to Licensor are first paid to Licensor. The exact number of these Licensed Products shall be indicated by the Licensee in writing at the moment of Contract termination.

14.3 Licensor shall have the option, upon the expiration or termination of this Contract, to purchase from Licensee, at Licensee’s net book value, any or all of the Licensed Products already manufactured or in the process of being manufactured at that date, provided that Licensor notifies Licensee in writing of its exercise of the option on or before expiration or termination of this Contract.

ARTICLE 15. EARLIER TERMINATION

15.1 Upon the occurrence of a material breach by a Party, and the failure of such breaching party to remedy within thirty ......... [30, 60] calendar days after receiving written notice thereof from the non-breaching Party, this Contract may be terminated with immediate effect by the non-breaching party by giving written notice of termination to the breaching Party.

15.2 The Parties hereby agree that the following shall be inter alia considered as a material breach for the purpose of Article 13.1:

(a) Sales by Licensee outside the Territory in breach of Article 3.

(b) Manufacture of the Licensed Products by third parties without the approval of the Licensor in breach of Article 5.

(c) Sale by Licensee of Non-Conforming Products after their non-conformity has been discovered.

(d) Use by Licensee of Licensor’s Trademarks in breach of Article 7.

(e) A delay exceeding ............ [30, 60, 90] calendar days in payment of the amounts due under Article 11.

(f) Statements made by Licensee as to sales of the Licensed Products showing amounts that are less than the actual ones, in excess of 5% as provided in Article 11.9.

(g) Filling of oppositions or any other challenge by Licensee against Licensor’s Trademarks.

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15.3 Either party shall have the right to terminate this Contract with immediate effect by giving written notice of termination in the case of:

(a) Bankruptcy, moratorium, receivership, liquidation or any kind of arrangement between debtor and creditors, of the other Party.

(b) Licensee purchases, or in any other manner acquires, any kind of interest (including stock purchases etc.) in any competitor of the Licensor in the Territory or elsewhere.

(c) Any competitor of the Licensor, having its principal place of business in the Territory or elsewhere, purchases, or in any other manner acquires, any kind of interest (including stock purchases, etc.) in the Licensee’s business.

ARTICLE 16. REGISTRATION OF THE LICENSE

16.1 Licensee may, upon written notice to Licensor, at its sole discretion, register the license at a Trademark Registry (or at any other office or competent public authority) in the Territory or any part of the Territory. In such event, Licensor shall approve and complete all documents that Licensee may request to this effect, and it shall do whatever may be reasonably required for the registration of the License.

16.2 Licensee shall, upon termination of the License, if possible under the applicable law, cancel such registration at the Trademark Registry.

16.3 The costs of any such registration or cancellation shall be borne by Licensee.

ARTICLE 17. CONFIDENTIALITY

17.1 The Licensee undertakes, for the term of the present Contract and beyond its completion, not to communicate to third parties any technical, commercial or financial information provided by the Licensor.

17.2 The Licensee shall require all its employees who may access to the documentation and information provided by the Licensor to treat the same as secret and not pass it on to any third parties. The duty of confidentiality of employees shall go beyond the end of their employment or contractual relationship with the Licensee.

ARTICLE 18. GRANTING RIGHTS AND OBLIGATIONS

18.1 Neither Party may grant, whether totally or partially, the rights or obligations derived from the present Contract to third parties without the prior consent of both parties.

ARTICLE 19. APPLICABLE LAW AND COMPETENT JURISDICTION

19..1 The Parties shall exercise their best efforts to resolve by negotiation any dispute, controversy o difference between them arising out or relating to this Contract.

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19.2 If the dispute is not be resolved by direct negotiation, it will be finally settled by:

Alternative A. legal proceedings in the Courts of .............. [ insert country], and both parties agree to submit to the jurisdiction of those Courts.

Alternative B. legal proceedings in the Courts of the country of the ……..........……… [Licensor or Licensee] and, specifically, to those of the town/city where the ................ [Licensor or Licensee] has its registered offices, except if the ......................... [Licensor or Licensee], if it were the complainant, were to bring its claim before the Courts of the town/city where the other Party has its registered offices.

Alternative C. the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the aforesaid Regulation. The place of arbitration shall be ....................... [insert town/city and country] and the proceedings will have to be carried out using ……......…... as a language.

ARTICLE 20. LANGUAGE

20.1 The whole text of the present Contract, as well as the documents derived from it, including those in the Annex, have been written in:

Alternative A. English, and is therefore considered to be the only authentic text for all legal effects.

Alternative B. …………… and English, both versions being deemed authentic, but for legal purposes the text in .......... is to be given priority of interpretation.

Both Parties declare their conformity to the present Contract, which is signed in ...... copies, each of which shall be considered an original.

Signed by a duly authorized representative of the Licensor and the Licensee.

Alternative A. At …………......, on …… of .................., .........

Alternative B. The Licensor, at ……………, the……………, and the Licensee at…………., the………………..

For and on behalf of the Licensor For and on behalf of the Licensee

________________________________ ________________________________Mr./Mrs. .............................................. Mr./Mrs. ..................................................................................................... [Title] ..................................................... [Title]

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ANNEX 1. TRADEMARKS(PREAMBLE, ARTICLE 12.1)

It is recommended to print a full list of the trademark registrations in the countries of the contractual territory, possibly with an indication of the status of each trademark (potential oppositions, etc.). If the contractual territory includes countries where the trademark is not registered, this should be clearly stated.

Trademark Registration number Registration office(country) Countries covered

ANNEX 2. PRODUCTS AND TERRITORY(PREAMBLE, ARTICLE 1)

The products with respect to which this exclusive license is granted are the following:

.........................................................................................................................................................

.........................................................................................................................................................

.........................................................................................................................................................

Licensee shall be valid only within the following territory:

.............................................................................................................. [insert country o countries].

ANNEX 3. PRODUCTS TO BE DEVELOPED(ARTICLE 4)

Parties may agree upon a more or less detailed program of products to be developed as well as a timetable, depending on their specific needs.

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EXPLANATORY NOTES

(1) Of course, the prohibition to sublicense in no way prevents the license from requesting that those to whom it subcontracts the manufacture of the licensed products to put the trademarks on the products on its behalf, since in this case the third party is not a sub-licensee.

(2) Alternative A applied to all licensees and will have the effect of protecting licensees against sales from other licensees. Parties should, in any case, verify whether this limitation is admissible under the law of the licensee’s country. Alternative B should in principle conform to European Union regulations on competition for the distribution of products between country members.

(3) The Article 4.2 is based on the assumption that it is the licensee who designs and proposes the products to be manufactured under license. If this role is given to the licensor – because the latter wishes to carry out the design of the products – this Article must be eliminated.

(4) In some cases, where it is essential that the licensed products are manufactured in a certain country (e.g. because it is important that they can bear the indication “made in ....”), the place of manufacture may be crucial.

(5) In some cases, Parties may prefer more sophisticated solutions than a simple obligation to comply with the quality standards. So, for example, the contract may provide for a quality assurance and control program or other systems of continuing quality control.

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Contracts drafted by the legal experts of Global Negotiator cover all relevant aspects that are negotiated and agreed in the different types of business between companies. However, when these contracts are used you should take into account some recommendations common to all of them that are described in this User Guide. DATE

The date when the contract comes into force is the one that appears in its header, as mentioned in the final paragraphs of the contract, before signatures (This Contract comes into force on the date written above).

In some contracts -for example in the Supply Contract- the date of coming into force is also mentioned in one of the clauses. In these cases you have to verify that the two dates inserted in the contract (in the heading and in the corresponding clause) are the same, in order to avoid discrepancies.

PARTIES

Be sure to insert in the first page of the contract the full details of the Parties:

When a Party is a company you must insert the following information: legal name, legal form (limited, incorporated, etc.), full address, registration data and fiscal identification number.

When a Party is an individual that works as independent professional (for example a commercial agent) you must insert the following information: full name, profession, full address and fiscal identification number.

CLAUSES

Clauses with different alternatives: choose the most favorable

In the most important clauses of each contract (exclusivity, payment terms, applicable law and competent jurisdiction, etc.) several drafting alternatives are proposed so you can choose the most appropriate to each situation. Therefore, the user before submitting the contract to the other Party must choose the alternatives that seem best suited to their interests, and eliminate the rest. Clauses with blank spaces to be completed

In several clauses of the contract blank spaces appear with dots (.......................) that the user has to complete inserting text. Following the dots, between brackets, you will see the data and explanations to insert the text.

When the text between brackets is in normal letters (the same as the contract) and separated by "," or the word "o", the user must insert one of the options suggested.

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USER GUIDE

Example of blank space (........) with options to select between brackets:

Orders handled before completion of the present Contract which produces sales transactions within .......... [1, 2, 3, 6] months shall entitle the Agent to receive the corresponding commission. In this case, the user must choose between options 1, 2, 3 or 6 months and insert one in the blank space (........).

When the text between brackets is in italics the user has to insert the data and information requested and eliminate the bracketed text.

Example of blank space - (.........) to insert text:

Both parties, by mutual consent, resolve to refer any dispute to the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules. The place of arbitration shall be ........... [city and country]. In this case, the user must insert in the blank space (...........) the city and country chosen to conduct the arbitration and afterward eliminate the bracketed text [city and country].

Notices Clause

Sometimes it may happen that the official address of the Parties which appear at the beginning of the contract is different from which is to be used for communications between the Parties during the terms of the contract. In this case, the user should include at the end of the contract a Notices Clause.

Example of Notices Clause:

Notices. - In order to comply with their contractual obligations, the Parties establish the following address for the provision of notices related to this contract:- Party 1 ............................................................. [insert full address].- Party 2 ............................................................. [insert full address].

ANNEXES

The contracts incorporate some Annexes, each of them, referenced to the corresponding Clause. Annexes are drafted in commonly used formats, although the user must adapt these formats and the text inserted in them to each particular situation.

SIGNATURES

People who sign

Persons signing the contract on behalf of the company must have the authority to do so and preferably, be entitled on the basis of a power of attorney. Below the signature, in addition to the full name of the person that signs his/her position must be inserted. When one of the Parties who signs is a natural person (for example a commercial agent in an Agency Contract) obviously he or she is the person that has to sign the contract.

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The laws of some countries require that contracts, to be valid, shall be signed in front of witnesses or a public notary. Therefore, before signing a contract you should be informed about the requirements that may exist in each country.

Place and date of signature

Usually, contracts are signed by both Parties on the same date and place. Nevertheless, in international contracts, due to physical distance, it is common that each of the Parties sign in different dates and places. This contract provides for both alternatives so it comes to choosing the most appropriate to each situation.

Number of copies

Usually, the Parties sign two copies of the contract, each Party retaining one of them, but cal also arise the need to sign more copies. In this case, all you have to do is mention explicitly the number of copies to be signed in the paragraph that is included at the end of the contract (Both Parties declare their conformity to the present contract, which is signed in ...... copies, each of which shall be considered an original).

GENERAL RECOMMENDATIONS

The Parties must sign all pages of the contract, including Annexes, so they are also valid. It is better to use ball point or pen (not pencil) in a color other than black (e.g.: blue); this makes it easier to distinguish an original document from a photocopy.

It is preferable (although no mandatory) to express sums of money and percentages in words and figures. Of course, the words and figures for a given amount must match exactly. You also must insert the currency in which the amounts are expressed. It is advisable to use the rules establish by ISO that name each currency by three capital letters (EUR for euro, USD for dollar, GBP for sterling pound, JPY for Japanese yen, etc. - you can get the acronyms of every currency in the website www.oanda.com).

Once you have chosen the best alternatives of each clause and have completed the blank spaces you should revise the whole contract to remove remaining paragraphs and correct any errors.

LEGAL WARNING

Depending upon your particular situation this contract might not meet your needs and requirements. In case of doubt, you should consult a legal advisor.

Global Marketing Strategies, S.L. as publisher and copyright holder of this contract disclaims all warranties, whether express or implied, respecting the legal content of this contract. For any claims arising out or in connection with the use of this contract, Global Marketing Strategies shall be limited to a refund of the purchase price.

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