Legal Question in Business Law in California

Re: Exclusive Distributor Agreement

I have worked on a number of these types of agreements and you should have it reviewed by an attorney to ensure your exclusivity as well as other issues. I would be happy to look it over and my rates are reasonable. I look to make long term relationships. My resume available upon request or at www.ChristopherBrainard.com. Thank you for your consideration.

Re: Exclusive Distributor Agreement

You should have an attorney-drafted document.

I personally think it is better to have but a single agreement, since creating a second agreement in Chinese would only open the door for disputes as to which one prevailed; even a careful attempt at exact translation is likely to create a possibility for dispute, since translation is not an exact science.

Further, I recommend that the English-language contract clearly specify that it is to be construed under the laws of the United States and of the State of California, and that California courts shall have jurisdiction of all disputes arising out of the contract or related to its subject matter.

The contract should contain a clause stating that the parties have read the entire contract and understand its terms and provisions, and that the parties (or signatories) are fluent in English (or have had the contents explained to them by their bilingual attorneys) and that they are fully authorized and empowered to sign on behalf of their principals, corporations, or whatever.

The contract should give you the right to enforce the exclusivity provision against third parties, including the right to seek an injunction.

Re: Exclusive Distributor Agreement

International distributor agreements require careful preparation, since there are many unique issues, e.g. what law applies (preferrably US), where disputes are heard (preferrably neutral), warranty responsibilites between the parties, who pays what taxes?, termination provisions, how exclusive?; and limitations of liability and indemnity. In anwser to your question, there should be a provision that the English version of the agreement shall control over any translation thereof. I hope this helps.

Re: Exclusive Distributor Agreement

Legal advice? Yes. Get good legal counsel and have him prepare ALL the needed documents to protect yourself. This is an area that poses serious risks to be dealt with in thorough/detailed contracts. Anything less and you are risking loss of your investment of time and money. Contact me if you want to do this right.