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International Commercial Agreements

An Edinburgh Law Guide

Michala Meiselles

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A cross-disciplinary introduction to the complex world of international commercial agreements

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Contents

Dedication
Acknowledgements
Table of Cases
Table of Statutes
Preface
Guide to the Book
1. Planning an International Commercial Agreement
Index
Overview of chapter
Abbreviations
Glossary
General planning concerns
I. Form of international commercial agreements
II. Subject matter of the contract
III. Parties contracting
IV. Trade barriers
V. Implied terms
Planning for dispute resolution
VI. Adaption of the contract
VII. Renegotiation of terms
VIII. Dispute resolution
IX. Researching local law
Entry strategies
X. Available entry strategies
Summary
Useful links
Further reading
2. Drafting an International Commercial Agreement
Index
Overview of chapter
Glossary
I. Freedom of contract
II. Legality
III. International instruments
IV. Dispute resolution
V. Choice of law in international agreements
VI. Requirements relating to the form of the contract
VII. Missing or vague terms
VIII. Defined terms
IX. Language of contract
X. Checklist of provisions
XI. Structure
XII. Front of the contract
XIII. Body of the contract
XIV. Boilerplate clauses
XV. Back of the contract
Summary
Useful links
Further reading
3. International Sales Agreement
Index
Overview of chapter
Glossary
I. The law applicable to the sales agreement
II. International law applicable to international sales of goods
III. English law governing international sales of goods
IV. Trade terms
V. Incoterms®
VI. Trade terms under English law
VII. Checklist of provisions
VIII. Front of the contract
IX. Body of the contract
X. Boilerplate clauses
XI. Back of the contract
Summary
Useful links
Further reading
4. International Distribution Agreement
Index
Overview of chapter
Glossary
I. Vertical integration
II. The set up in a distribution relationship
III. Strategies when working with a distributor
IV. The relationship between the principal and distributor
V. Choosing between a traditional buyer and distributor
VI. Choosing between an agent and distributor
VII. The law governing international distribution agreements
VIII. Choice of law under European Union law
IX. European competition law and the treatment on distribution and agency agreements
X. Motives and concerns of distributor
XI. Motives and concerns of principal
XII. Distribution agreement and sales agreement
XIII. Checklist of provisions
XIV. Front of the contract
XV. Body of the contract
XVI. Boilerplate clauses
XVII. Back of the contract
General provisions
Summary
Useful links
Further reading
5. International Agency Agreement
Index
Overview of chapter
Glossary
I. Agency arrangements – When and why?
II. Fundamentals of agency law
III. Common types of agency relationships
IV. The sources of law governing the agency relationship
V. Governing law under European Union law
VI. Formation of the agency agreement
VII. Creation of an agency relationship
VIII. Consequences of agency
IX. Termination of the agency agreement
X. Liability of the principal to the third party
XI. Disclosed and undisclosed agency
XII. Civil law contrasted with common law
XIII. Concerns of the principal
XIV. Concerns of the agent
XV. Third party’s concerns
XVI. Agency agreements under EU law
XVII. Agency law and international instruments
XVIII. Checklist of provisions
XIX. Front of the contract
XX. Body of the contract
XXI. Boilerplate clauses and back of contract
Summary
Useful links
Further reading
6. International Licensing Agreement
Index
Overview of chapter
Glossary
I. Intellectual property defined
II. Intellectual property law defined
III. The role of intellectual property law
IV. The role of intellectual property
V. The concerns of the different actors
VI. Characteristics of IPR
VII. Main categories of IPRs
VIII. The role of international licensing agreements
IX. Role of licensing
X. General format of a licensing agreement
XI. Main categories of international licensing agreements
XII. Licensing of a patent
XIII. Licensing a trade mark
XIV. Licensing a copyright
XX. Technology transfer agreement
XXI. Franchising
XXII. Principal’s benefits under a licensing agreement
XXIII. Licensee’s benefits under a licensing agreement
XXIV. Principal’s concerns
XXV. Licensee’s concerns
XXVI. Governing law under European Union law
XXVII. Checklist of provisions
XXVIII. Front of the contract
XXIX. Body of the contract
XXX. Boilerplate clauses
XXXI. Back of the contract
Summary
Useful links
Further reading
7. International Instruments governing International Commercial Agreements
Index
Overview of chapter
Glossary
I. Introduction
II. UNIDROIT Principles and PECL
III. CISG
IV. Draft Common Frame of Reference (DCFR) and Common European Sales Law (CESL)
Useful links
Further reading.

About the Author

Michala Meiselles is a solicitor in England and Wales and law lecturer specialising in advising multinational enterprises, public sector clients and UN agencies on international commercial agreements. She is currently a lecturer of law at the Law School of Université Jean Moulin (in Lyon, France), teaching European Business Law and International Corporate Law. She is a contributing author to The Civil Law Consequences of Corruption (Nomos Verlagsgesellschaft, 2009).

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