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  • Many small companies are now engaged in international trade, but don’t have access to the necessary contract forms to protect themselves.  ITC and leading legal experts developed eight generic contract templates that incorporate internationally recognized standards and laws for most small business situations.

    The contract templates provide practical ways to secure international business for small firms and bridge many legal and cultural traditions by harmonizing recurring legal provisions common to most international contracts.

    These templates are for key trade activities such as the sale of goods, distribution, services, joint ventures, and more. They were originally published in ITC’s 2010 book: Model Contracts for Small Firms: Legal Guidance for Doing International Business.

     

    ITC Model Contract for an International Contractual Alliance

    This model contract models is for partnerships between two companies or businesses either locally or internationally. This is the most common type of business contract. This contract model is for two parties who wish to form an alliance or collaboration. Every contract situation is different, and this model provides a series of options to help users tailor the contract to their specific needs.

     

    This International Alliance Model Contract suggests:
    • A Management Committee where the two contractual parties are represented.
    • The parties will share costs 50-50.
    • Each party will have clear areas of responsibility explained in the contract.
    • The parties will share knowhow and technical development.
    • The length of the contract.

     

    This Model Contract is a general framework only − and must be tailored to the circumstances of the particular Alliance or collaboration.

     
    Available languages: EN – FR – ES – PT  

     

    ITC Model Contract for an International Corporate Joint Venture

    A framework for a joint venture between two parties, to establish a jointly owned company. This model contract models is used when there are few variables or complications and the time for the Joint Venture is limited to a set period of time. This Joint Venture model contract is applicable if the conditions below apply. If the JVC is more complex than this, then use the “Long Form JVC Contract”.

    The Model Contract for an International Corporate Joint Venture assumes and includes:
    • 50-50 ownership.
    • Initial financial contributions.
    • Election of a jurisdiction with the attendant legal requirements of that jurisdiction.
    • Drafting a business plan.
    • Contribution of assets.
    • Itemized responsibilities of a board of directors.
    • Mutual agreement required for the sale of shares or the termination of the joint venture.

     

    This Model Contract is a general framework only − and must be tailored to the circumstances of the particular Alliance or collaboration.  

    Available languages: EN – FR – ES – PT

    ITC Model Contract for the International Commercial Sale of Goods

    An agreement for the sale of manufactured goods between a seller and a buyer. The Model Contract for the International Sale of Goods is presented in two versions – the “standard” (contains definitions of relevant notions, special comments, explanations and/or warnings) and the “short” one (more practice-oriented, covering the main rights and obligations of the Parties).

    It contains added specifications and explanations on issues such as lack of conformity and limitation of the sellers’ liability.

    In implementing it, the Parties should adapt it to the nature of each particular sales contract as well as to the specific requirements of the applicable law, where such requirements exist.

     

    This Model Contract is a general framework only − and must be tailored to the circumstances of the particular Alliance or collaboration. 

      
    Available languages: EN – FR – ES – PT

    ITC Model Contract for the International Long Term Supply of Goods

    An agreement for the long-term supply of manufactured goods between a supplier and a customer. This model contract model is used when there are going to be repeat transactions over a long period of time, possibly years, as opposed to a single one-time transaction.

    This Model Contract for the International Long Term Supply of Goods:

    • Includes clauses on the level of each party’s obligation, the procedure for ordering and delivering the Goods and regarding a mechanism to establish prices. This contract also examines the duration of the contract.
    • It is not for commodities or where goods are supplied for resale by a distributor. In these cases, see the model contract models for the International Distribution of Goods.

     

    This Model Contract is a general framework only − and must be tailored to the circumstances of the particular Alliance or collaboration. 

     
    Available languages: EN – FR – ES – PT

    ITC Model Contract for the International Manufacture Agreement

    An agreement under which the client wants the manufacturer to design, manufacture and deliver certain goods, which the client intends to integrate into its own final products or its services.

    • This Model Contract for the International Manufacture Agreement includes clauses on equipment and technology transfers as well as intellectual property. It addresses what the client must supply or transfer to the manufacturer and the duration of the contract.

     

    This Model Contract is a general framework only − and must be tailored to the circumstances of the particular Alliance or collaboration. 

     
    Available languages: EN – FR – ES – PT

    ITC Model contract for the International Distribution of Goods

    An agreement for the distribution of manufactured goods, between a supplier and a distributor. This contract is intended for use in connection with the supply of manufactured goods, whether or not the supplier is the manufacturer of the goods. Frequently (but not always) the goods in question will be intended for retail sale.

    This Model contract for the International Distribution of Goods includes the responsibilities of the supplier and the distributor, territorial restrictions, electronic commerce, distribution requirements, support and training, intellectual property, and termination. It also addresses items such as price, payments, warranties, distribution and territory limitations.

    This Model Contract is a general framework only − and must be tailored to the circumstances of the particular Alliance or collaboration. 

     
    Available languages: EN – FR – ES – PT

    ITC Model Contract for an International Commercial Agency

    This contract is intended for a situation when a commercial agent negotiates the sale or purchase of goods on behalf of another entity, called a principal. An agent may be a person or a company. If an agent is a person they are never considered an employee of the principal. When the contract is for products, a principal may be a distributor.

    The Model Contract for an International Commercial Agency:

    • The contract is to be used for the introduction, promotion, negotiation, and sales of products or services.
    • The parties may be subject to mandatory laws of their jurisdiction, regardless of the language of their contract.

     

    This Model Contract is a general framework only − and must be tailored to the circumstances of the particular Alliance or collaboration. 

     
    Available languages: EN – FR – ES – PT

    ITC Model Contract for an International Supply of Services

    An agreement for the supply of services to a client. Items include when and how the services will be provided, how long the agreement will last, how much the services will cost and damages for non-performance by either party.

    This Contract Model for an International Supply of Services:

    • It includes sections on services to be provided on a specific date, and an alternative section on services provided on various dates or for differing lengths of time.
    • The model also includes a section on damages should either party not adhere to the agreement, including liability for lost profits caused by the supplier.
    • Users should amend sections as needed and delete sections that are not relevant.

     

    This Model Contract is a general framework only − and must be tailored to the circumstances of the particular Alliance or collaboration. 

      
    Available languages: EN – FR – ES – PT

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  • Model Contracts for Small Firms - Legal Guidance for Doing International Business
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