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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 template is for partnerships between two companies or businesses either locally or internationally. This is the most common type of business contract.

    This contract template 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.

    Contract templates are general frameworks only. They must be tailored to the specific circumstances of the alliance or collaboration.

    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 template 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 template 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. 

    Contract templates are general frameworks only. They must be tailored to the specific circumstances of the alliance or collaboration.

    ITC Model Contract for the International Commercial Sale of Goods

    An agreement for the sale of manufactured goods between a seller and a buyer. This model contract template can be used for most situations that concern the sale of goods.
    This contract template includes the rules for international sales: rights and obligations, remedies for breach of contract, general rules, and accepted clauses for international commercial contracts, for both parties.

    It can be used for numerous types of sales contracts in international trade, but must be tailored to fit the circumstances and any applicable laws.

    In this section there are ‘standard’ and ‘short’ templates. The ‘standard’ version has extended explanations. The ‘short’ version is limited to selected clauses and is only for straightforward applications.

    Model contract templates are general frameworks only. They must be tailored to the specific circumstances of the users.

    ITC Model Contract for the International Commercial Sale of Goods

    An agreement for the sale of manufactured goods between a seller and a buyer. It contains added specifications and explanations on issues such as lack of conformity and limitation of the sellers’ liability.
    This contract template is intended for the long-term supply of manufactured goods between a supplier and a customer.  It should be used when there will be repeat transactions over a long period of time.

    Items addressed include provisions for the procedure for ordering and delivering goods, establishing prices and payments, liabilities and the duration of the contract.

    This model contract is not for commodities or where goods are supplied for resale by a distributor.  In these cases, see the model contract template for the International Distribution of Goods [LINK].

    Model contract templates are general frameworks only. They must be tailored to the specific circumstances of the users.

    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 template 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 manufacturing contract is for a client who wants a manufacturer to design, make, and deliver goods that the client will integrate into their own final product or services.

    This contract 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.  It does not cover the supply of labor or services.

    Model contract templates are general frameworks only. They must be tailored to the specific circumstances of the users.

    ITC Model Contract for 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 contract template is for the distribution of manufactured goods between a supplier and a distributor.  The specific focus is the supply of goods intended for retail sale.

    It 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.

    While the model contract template does include many specific areas, please note that all model contracts are general frameworks only. They must be tailored to the specific circumstances of the users.

    ITC Model Contract for the International Distribution of Goods

    An agreement for the distribution of manufactured goods, between a supplier and a distributor, whether or not the supplier is the manufacturer of the goods.
    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 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.

    Model contract templates are general frameworks only. They must be tailored to the specific circumstances of the users.

    ITC Model Contract for an International Commercial Agency

    An agreement under which a commercial agent negotiates the sale or purchase of goods on behalf of another person (the principal).
    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 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.

    Model contract templates are general frameworks only. They must be tailored to the specific circumstances of the users.

    ITC Model Contract for the 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 template is to be used for the 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 template 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.  All model contracts are general frameworks only. They must be tailored to the specific circumstances of the users.
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