Originally from:
International Agency and Distribution Law - Second Edition
Table of Contents
Environment for Agents
In General
Business Climate
Customs and Duties
Exchange Controls
Tax Regime
Execution of the Agency Relationship
In General
Formalities
Power of Attorney, Prohibited, or Reserved Activities
Functioning of the Agent-Principal Relationship
In General
Duty to Protect, Confidentiality
Commissions
Disbursement of Out-of-Pocket Expenses
Agent’s Accounting Duties
Promotional and Marketing Material and Advertising
Termination
Term and Indefinite Term
Remediable or Non-Remediable and Fundamental or Non-Fundamental Breaches
Supervening Impossibility
Termination Indemnity
Post-Termination Rights
Return of Materials
Agent’s Rights upon Principal’s Bankruptcy
Principal’s Rights on Agent’s Bankruptcy
Intellectual Property
Use: Implied or Express
Duty to Protect Confidentiality
New Intellectual Property Interests
National Competition Law
Exclusive Markets and Territories
Post-Termination Restrictions
Taxation
Exposure to Local Income or Corporate Taxes
Business Taxes
Taxes Related to Agent’s Business Premises
Collection and Refund of Value Added Tax
Litigation
Local Jurisdiction
Agent’s Receipt of Process for Principal
Agent’s Authority to Initiate Suit
Arbitration
Foreign Arbitration
Application of Foreign Law
Product Liability
Agent’s Liability for Principal’s Acts
Liability for Agent’s Fault
Environment for Distributors
Relevant Terminology
Customs and Duties
Taxation Regime
Formation of Distributorship Relationship
Capacity
Express or Implied Agreements
Formalities
Mandatory, Prohibited, or Reserved Activities
Operational Aspects
Price Lists, Discounts, and Rebates
Credit Protection and Retention of Title
Ordering and Delivery Timetables
Reimbursement of Distributor’s Expenses
Distributor’s Accounting Duties
Promotional and Marketing Material and Advertising
Termination
Term or Indefinite Term
Remediable or Non-Remediable and Fundamental or Non- Fundamental Breaches
Supervening Impossibility
Termination Indemnity
Compensation for Lost Profits
Return of Materials
Intellectual Property
Use: Implied or Express
Duty to Protect Confidentiality
Liability for Infringement and Indemnity
New Intellectual Property Interests
National Competition Law
Exclusive Markets and Territories
Unfair Trade Practices
Pursuit of Monopolies
Tying Arrangements
Discriminatory Practices
Post-Termination Restrictions
Taxation
Exposure to Local Income and Corporation Taxes
Business Taxes
Taxes Related to Distributor’s Business Premises
Collection and Refund of Value Added Tax
Litigation Issues
Supplier’s Exposure to Local Jurisdiction
Distributor’s Receipt of Process for Supplier
Distributor’s Authority to Initiate Suit
Arbitration
Foreign Arbitration
Application of Foreign Law
Product Liability
Distributor’s Liability for Supplier’s Acts
Liability for Distributor’s Acts
Maurizio Bernardi
Pirola, Pennuto, Zei & Associati, Agnoli Bernardi e Associati
Milan, Italy