Appointment of Sole Selling Agent Outside the Republic

It is important to look upon a Form contract as a means and not an end in itself. The contract is not just a legal device, but an expression of the
business reality of the particular transaction. It should therefore be noted that, one size does not fit all. This is particularly true when a Form
contract drafted with a civil law system in mind is transferred to a common law system, and vice versa.

Nonetheless, Form contracts can be useful both as a checklist and for suggestion of language when transacting on an international basis.

While exporting holds substantial economic promise for most companies, the international counsel should carefully advise his or her
client to consider if it he or she is ready to take on the challenges and demands associated with international transactions for the sale of goods
or services. Exporting may not be an option for clients that cannot carry on their domestic business profitably and are limited to utilizing their already taxed financial and human resource capabilities.

Multiple legal systems are potentially applicable to sales contracts when international trade is involved. Efforts have therefore been made at
worldwide or regional levels to harmonize private international law and substantive sales law with a view to easing the difficulties inherent to such encounters of multiple legal systems.

Several organizations, such as The Hague Conference on Private International Law, the International Institute for the Unification of Private
Law (UNIDROIT), the United Nations Commission on International Trade Law (UNCITRAL) and more recently the European Union or the
Organisation for the Harmonisation of Business Law in Africa (OHADA) have sought to promote instruments to that end.

The OHADA Treaty seeks to harmonize business law within the member States and facilitates the adoption of Uniform Acts. The Uniform Act
relating to General Commercial Law was originally adopted in 1997 and entered into force in all 17 member States on 1 January 1998. On 15
December 2010 a new instrument replaced it.

Beyond the provisions inspired by the CISG, the Uniform Act also contains rules regarding the passing of title and of risks as well as the
statute of limitations as regards commercial sales.

To provide some security for the promised payment for goods shipped within a sales transaction, the seller (exporter), if not paid immediately or
by a letter of credit, may seek to retain title to the goods or to obtain some other form of security interest. A security interest in such a
transaction arises when the purchaser of the goods agrees that the seller/exporter (the secured party) may take the goods or other identified
collateral owned by the purchaser if payment for the goods is not made as provided for under the parties’ agreement. A security interest also
provides the exporter with some assurance that if the purchaser should become insolvent or go bankrupt, the exporter may still be able to
recover the amount owed by the purchaser by taking possession of the goods or other collateral.

In an international context, the effectiveness of the parties’ arrangements in that respect and the perfection of the proposed security
interest will in general very much be a matter to be determined pursuant to international private law.

Foreign Trade Regulations

Foreign trade regulations have been made more accessible by the web. Below are some useful sites for such purpose:

http://www.washlaw.edu/forint – the foreign and international law web is a service of the Washburn University School of Law Library. The goal is
to provide links to primary foreign and international legal resources, research aids, and sites useful in conducting research in these areas of the law.

http://export.gov/mrktresearch - The Country Commercial Guides (CCG) are prepared by U.S. Embassy Staff once a year and contain information
on the business and economic situation of foreign countries and the political climate as it affects U.S. business.

http://www.ic.gc.ca/eic/site/ic1.nsf/eng/home – Services provided by Industry Canada.

http://www.cit.uscourts.gov/ – contains decisions of the United States Court of International Trade on international trade issues.

http://www.cites.org/ – Convention on International Trade in Endangered Species (CITES) site contains listings of wildlife protected
under CITES, as well as permit requirements for the international trade of such wildlife and commercial products derived from such wildlife.
http://www.indianindustry.com/trade-information/trade-regulations.html – Indian Industry information on the Foreign Exchange Management Act.

Currency and payment issues

Methods of financing exports include open account, cash payments, documentary credits. Contracts will generally provide mechanisms to
ensure orderly payment and transfer of title, including any requirements of financing entities. Concerns in payment transfers include compliance
with applicable laws and regulations on bribery, corruption, and money laundering.

Currency for payment

Typically the parties to an export transaction will specify the currency for payment of invoices for the goods or services delivered by the exporting company.

Arbitration and dispute resolution

For international business disputes, arbitration is still considered as the best alternative to court proceedings. By arbitration the parties to a
business dispute refer it to one or more arbitrators which are either selected by the parties or by an appointing authority chosen by the
parties. Arbitration requires the consent of the parties, usually provided for in an arbitration clause which is part of the respective business
agreement. The decision of the arbitrator(s) is final and legally binding to the parties.

Another form of dispute resolution outside the courts is mediation by which a third party, commonly referred to as mediator, tries to assist the
parties to settle the dispute by reaching a settlement agreement. In practice, alternative dispute resolution clauses are often drafted as an
escalation clause, starting with negotiation, continuing with mediation if negotiation fails, and ending up with arbitration if mediation fails.

For the parties of an international business transaction it is important to consider the potential advantages and disadvantages of arbitration vs. proceedings in front of a state court.

Taxes

International sale transactions may involve a variety of different tax issues. The parties may negotiate responsibility for certain taxes as part
of the purchase price, or the seller may negotiate for indemnity of reimbursement in case of tax liability. Applicable taxes may include sales
tax, VAT, and goods and services tax, among other taxes.