Tools for Success in International Sales Intermediary Contracts and Dispute Resolution Seminar Materials

Information

The opportunities and obstacles facing U.S. clients in the global market have increased exponentially in recent years. Lawyers in virtually all fields represent clients with inbound or outbound investment projects, import and export transactions, and actual or potential disputes with foreign parties. This publication addresses a number of transactional considerations and traps for the unwary in the context of sales intermediary contracts and dispute resolution issues and strategies in the context of both private vs. private party as well as investor vs. host nation.

This comprehensive, stand-alone publication is direct from a May 2013 seminar. It is available as a searchable PDF via download. Click here for more information on electronic books.

CONTENT SUMMARY

Part I: International Sales Intermediary Contracts
  1. Choices of Structure and Traps for the Unwary
  2. Written Agreement and Translations
  3. Exclusivity Rights of Representative
  4. Territorial Assignment
  5. Term of Relationship
  6. Standard of Performance
  7. Intellectual Property Considerations
  8. Export Controls and Sanctions Considerations
  9. Other Compliance Considerations
  10. Force Majeure And Excused Late or Non-Performance
  11. Default and Termination Upon Default
  12. Forum Selection—Revisiting the Basics With a Global Perspective
  13. Choice of Governing Law—A Refresher With a Global Twist
  14. Dispute Resolution: International Arbitration?
  15. Select Other Issues
Part II: International Dispute Resolution
  1. Defending A Foreign Client in U.S. Litigation: Key Defenses to Consider
  2. Non-U.S. Litigation Against U.S. Corporations
  3. International Arbitration: Avoiding Litigation Altogether

Copyright © 2013 Virginia Law Foundation. All rights reserved.

Table of Contents

TABLE OF CONTENTS

Tools for Success in International Sales Intermediary Contracts and Dispute
Resolution

PART I: INTERNATIONAL SALES INTERMEDIARY CONTRACTS

    I. INTRODUCTION
    
    II. CHOICES OF STRUCTURE AND TRAPS FOR THE UNWARY
    
    III. WRITTEN AGREEMENT AND TRANSLATIONS
    
    IV. EXCLUSIVITY RIGHTS OF REPRESENTATIVE
    
    V. TERRITORIAL ASSIGNMENT
    
    VI. TERM OF RELATIONSHIP
    
    VII. STANDARD OF PERFORMANCE
    
    VIII. INTELLECTUAL PROPERTY CONSIDERATIONS
    
    IX. EXPORT CONTROLS AND SANCTIONS CONSIDERATIONS
    
    X. OTHER COMPLIANCE CONSIDERATIONS
    
    XI. FORCE MAJEURE AND EXCUSED LATE OR NON-PERFORMANCE
    
    XII. DEFAULT AND TERMINATION UPON DEFAULT
    
    XIII. FORUM SELECTION—REVISITING THE BASICS WITH A GLOBAL
    PERSPECTIVE
    
    XIV. CHOICE OF GOVERNING LAW—A REFRESHER WITH A GLOBAL
    TWIST
    
    XV. DISPUTE RESOLUTION: INTERNATIONAL ARBITRATION?
    
    XVI. SELECT OTHER ISSUES

PART II: INTERNATIONAL DISPUTE RESOLUTION

    I. Defending A Foreign Client in U.S. Litigation: Key Defenses to Consider
    
    II. Non-U.S. Litigation Against U.S. Corporations
    
    III. International Arbitration: Avoiding Litigation Altogether

Authors

Melissa Stear Gorsline, Jones Day / Washington, D.C.
Ms. Gorsline has a wide variety of experience in commercial litigation and arbitration, with a
particular focus on public international law, treaty-based international investment arbitration, and
quasi-criminal claims, such as those brought under the federal RICO, ATA, TVPA, and ATCA
statutes. She has experience arbitrating complex matters before the International Centre for
Settlement of Investment Disputes (ICSID), the AAA, and ad hoc tribunals constituted under the
UNCITRAL arbitration rules. She has been involved in complex international,
multijurisdictional, and multiparty matters before federal and state courts and has practiced
before the Judicial Panel on Multidistrict Litigation. Ms. Gorsline also has participated in
internal corporate criminal investigations and resulting negotiations with government agencies.
In connection with these matters, she has addressed issues unique to representing foreign
corporations in the courts of the United States and U.S. corporations with respect to legal matters
abroad. Ms. Gorsline played an integral role in some of the earliest international investment
arbitrations brought pursuant to Chapter Eleven of NAFTA. She has significant experience in
claims for denial of justice, denial of fair and equitable treatment, nationalistic discrimination,
and expropriation. Likewise, Ms. Gorsline has successfully represented clients in matters
involving cutting-edge issues of the RICO, ATA, ATS, and TVPA statutes, particularly those
involving questions of causation. She has significant experience representing clients as both
plaintiffs and defendants in RICO matters. Ms. Gorsline serves on the Virginia State
Bar International Practice Section's Board of Governors. She was a panelist in the Executive
Roundtable Series program "International Litigation and Arbitration: Offensive and Defensive
Trends for Corporate Counsel."

John M. Huddle, The Global Law Group, PLC / Richmond
Mr. Huddle has been engaged in an international transactions practice on behalf of a diverse
group of U.S. and foreign clients for nearly 30 years. In 2002, the U.S. Secretary of Commerce
appointed Mr. Huddle to the U.S. District Export Council of Virginia & Washington, D.C.,
which he Chaired 2005-2009 and remains an active appointee. He is currently Chair of the
International Practice Section of the Virginia State Bar, and he has served on its Board of
Governors since 1994. He formed his current firm, The Global Law Group, PLC based in
Richmond, Virginia, in 2002. Prior to that, he formed and was Chair of the international practice
group of one of the largest firms in Virginia, and he was a shareholder and director in that firm.
He regularly serves as lead counsel in transnational sales, licensing, distribution transactions,
joint ventures, mergers and acquisitions, export regulatory compliance matters, foreign and
domestic trademark registrations and portfolio management, and U.S. export tax incentive
programs. He is a frequent speaker at CLE, international trade and other business law
conferences abroad and domestically for organizations including U.S. Dept. of Commerce,
Southern U.S. Trade Ass’n, U.S.-Saudi Arabian Business Council, U.S. National District Export
Council, and Virginia State Bar, among others. He has authored numerous articles on subjects
within his expertise for the professional, trade and government publications. He is a graduate of
the University of Virginia School of Law (J.D., 1984) and James Madison University (B.S.,
1980).

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