www.globalnegotiator.com

INDEX

PartiesPreambleArticles1. Objectives of the Alliance2. Territory3. Management Committee 4. Contributions of the Parties 5. Joint projects6. Alliance costs 7. Intellectual Property 8. Confidentiality and announcements9. Temporary exchange of staff 10. Restrictions on the Parties 11. Share of profit an losses12. Change in the control of one Party13. Duration and Termination14. Preferred supplier and distributor15. No partnership or agency 16. Force Majeure 17. Assignment and subcontracting 18. Authorizations19. Notices20. Resolution of disagreement21. Applicable law and competent jurisdiction22. Language

SignaturesAnnexes

The International Strategic Alliance Contract is a framework for an Alliance or collaboration agreement between two parties based in different countries, where no separate jointly owned company is created. In that case the International Joint Venture Contract should be used.

As each Alliance is different, this contract template provides a series of alternatives depending on the purpose of the Alliance: to carry out a research project, design and manufacture new products, provide complementary services, exchange clients and commercial networks, etc.

The Contract sets out the objectives of the Alliance, creates a Management Committee to carry them out, establishes the contributions of the parties to the financing of the costs (based, preferably 50-50) and the profit sharing. It also regulates the use of Intellectual Property Rights and the exchange of confidential information between the Parties. In those elements of the Contract that are most important (Territory, Contributions of the Parties, Applicable Law and Competent Jurisdiction, etc.) several drafting alternatives are offered in order to choose the most appropriate options depending on each situation.

Nº of pages: 15 + 3 (User Guide)Format: WordLanguage: English

MODEL OFINTERNATIONAL STRATEGIC ALLIANCE CONTRACT

INTERNATIONAL STRATEGIC ALLIANCE CONTRACT

DATE: ..............................................................................................................................................

BETWEEN:

................................. [company legal name] whose registered office is at ..................................... [address, city and country] and registration/fiscal number is .............................., represented by ............................................................. [surname and first name, position] (hereinafter referred to as "Company A”),

AND:

................................. [company legal name] whose registered office is at ..................................... [address, city and country] and registration/fiscal number is ............................., represented by ............................................................. [surname and first name, position] (hereinafter referred to as “Company B”).

Both parties express a mutual recognition of their legal authority to enter into this Strategic Alliance Contract and declare that:

I. Company A is a company based in ...................., which operates in ................. [mention countries] and extensive experience in the .................... sector, its core activity being .....................

II. Company B is a company based in ...................., which operates in ................ [mention countries] and extensive experience in the .................... sector, its core activity being .....................

III. The Parties believe that there are mutual benefits to be achieved by working together and have agreed to establish a Strategic Alliance (the "Alliance") in the field of .................... [specify] on the terms of this Contract.

ARTICLE 1. OBJECTIVES OF THE ALLIANCE

1.1. The Parties agree to establish an Alliance whose primary objectives are [specify primary objectives; the following are examples]:

1.1.1 To explore the various synergies which may be obtained by working together, particularly in the field of ......................... [specify].

1.1.2 To undertake joint research Projects as may be agreed and consider the joint commercial exploitation of any new technology or products resulting from their joint research.

2

1.1.3 To make Company A´s technical expertise in the field of ................ [specify] available to Company B in order to develop its business in ..................... [describe].

1.1.4 Generally, to explore commercial contracts that will be for the mutual benefit of the Parties.

1.2 Each Party acknowledges that the success of the Alliance will require a cooperative working relationship based upon good communications and team work between the Parties at all levels.

1.3 Alternative A [when an Action Plan of the Alliance is not included as Annex of the Contract]

The Parties confirm their intention to establish and develop the Alliance in accordance with the principles set in this Contract with a view to achieving the success of the Alliance in their mutual best interests.

Alternative B [when an Action Plan of the Alliance is included as an Annex of the Contract]

The Parties confirm their intention to establish and develop the Alliance in accordance with the principles set in this Contract with a view to achieving the success of the Alliance in their mutual best interests, including the targets and other goals set out in the Alliance Action Plan included in the Annex 1 of this Contract.

ARTICLE 2. TERRITORY

Alternative A. The territory in which the Alliance is concerned shall be the whole of .................... [mention country or countries].

Alternative B. The territory in which the Alliance is concerned shall be initially the whole of .................... [mention country or countries], and at a later stage the territory that includes .................... [mention country or countries].

ARTICLE 3. MANAGEMENT COMMITTEE

3.1 The Parties shall establish a committee ("Management Committee) responsible for overall organization, direction and management of the Alliance.

3.2 The functions of the Management Committee will include, inter alia:

3.2.1 To give strategic and operational direction to the Alliance;

3.2.2 To approve particular Projects to be carried out through the Alliance, including any financing commitments of the Parties for those approved Projects;

3

3.2.3 To establish targets and goals in order that the progress of the Alliance can be measured;

3.2.4 To identify and evaluate resources required to support the Alliance and agree the responsibilities of each Party to provide those resources;

3.2.5 To ensure that communications between the Parties are maintained actively and in a coordinated manner; and

3.2.6 To provide a forum in which any problems can be addressed constructively and resolved.

3.3 Each Party shall appoint ....... [insert number, usually between 2 and 5] representatives to be members of the Management Committee and shall consult with the other Party before any such appointment or any change in representation.

3.4 Each member of the Management Committee shall have one vote. Decisions shall be made by simple majority vote, provided that at least one representative of each Party is included in that majority vote.

3.5 The first members of the Management Committee shall be:

Mr./Ms. ............................................ [insert name], appointed by Company A.

Mr./Ms. ............................................ [insert name], appointed by Company A.

Mr./Ms. ............................................ [insert name], appointed by Company A.

Mr./Ms. ............................................ [insert name], appointed by Company B.

Mr./Ms. ............................................ [insert name], appointed by Company B.

Mr./Ms. ............................................ [insert name], appointed by Company B.

3.6 The Chairman of the Management Committee shall be nominated by ................ [insert Company A o Company B], but shall not have any casting vote.

3.7 The Management Committee shall meet regularly (either by telephone, by video conference or in person) and, unless otherwise agreed, at least once every quarter. Unless otherwise agreed, the venue (if the meeting is in person) shall alternate between the Parties. Communication on a regular basis shall be encouraged between members of the Management Committee.

4

3.8 Any decision made by the Management Committee in relation to the Alliance shall be binding and, where requiring action by the Parties , shall be carried into effect by the Parties. A failure by a Party to comply shall be considered a breach of this Contract.

ARTICLE 4. CONTRIBUTIONS OF THE PARTIES

4.1 It is intended that each Party shall contribute particular knowledge, skills or services to assist the establishment and success of the Alliance. The general responsibilities of each Party are set out in this Article 3.

4.2 The general contributions of Company A towards de Alliance shall be [ these are only examples that should be adapted to each contract]:

4.2.1 To provide general assistance (including through the provision of training) in the field of .................. [specify] on reasonable terms to be agreed between the Parties through the Management Committee.

4.2.2 ...................................... [insert another contribution].

4.2.3 ...................................... [insert another contribution].

4.3 The general contributions of Company B towards the Alliance shall be [ these are only examples that should be adapted to each contract]:

4.3.1 To use its contacts, knowledge and distribution network ............ [ insert country] to assist the promotion and sale on Company A´s products.

4.3.2 ...................................... [insert another contribution].

4.3.3 ...................................... [insert another contribution].

4.4. Alternative A [if this Article 4.4 is intended as a general statement of goodwill and with legal responsibility.

Each Party shall use all reasonable efforts to provide its contribution to promote the success of the Alliance. Each Party shall be responsible for ensuring that it provides its contribution towards the Alliance using all such diligence and skills as is reasonable in the circumstances.

Alternative B [if this Article 4.4 is intended as a general statement but without legal responsibility.

5

Each Party shall use all reasonable efforts to provide its contribution to promote the success of the Alliance. The Alliance will, however, be built on trust between the Parties and neither Party shall (unless otherwise specified in this contract) have legal liability to the other in respect of the standard, adequacy or performance of its contribution.

ARTICLE 5. JOINT PROJECTS

[Comment: this Article may be appropriate where a joint research or other technical Project is to be undertaken. The provisions will need to be adapted to the circumstances of each Alliance]

5.1 A particular objective of the Alliance is to identify appropriate Projects for joint research or other collaboration between the Parties, particularly in the field of .............. [specify]. These Projects will be aimed at developments where the results will be of benefit to both Parties. These Projects may lead, in appropriate cases, to contracts for joint commercial exploitation.

5.2 Joint research or other Projects to be undertaken by the Alliance will be agreed and directed by the Management Committee who shall:

5.2.1 Establish financial resources for the Project, including any minimum financial commitments of the Parties.

5.2.2 Allocate personnel to research Projects approved by the Management Committee, including the appointment of a Project Manager to lead a Project team.

5.2.3 Approve specific research plans.

5.2.4 Develop specific performance targets and periodically review progress.

5.3 After the Management Committee has approved plans for a particular Project, the Project team shall coordinate and implement all day-to-day activities of the Parties. The Project team shall work openly and cooperatively and shall meet periodically, as deemed necessary by the Project Manager, to coordinate their activities. Each Party shall, through the Project Manager, periodically submit to the Management Committee progress reports in relation to its activities under each joint research Projects.

5.4 A more detailed Project contract shall, where considered appropriate by the Parties, be entered into in relation to a particular joint research or other collaborative Project to be funded by the Parties.

ARTICLE 6. ALLIANCE COSTS

[Comment: this Article may be appropriate where each Party is to bear costs in relation to the Alliance that are to be administered out of a central Joint Account. It serves also to limit each Party’s financing commitment]

6

6.1 For the purpose of this Article:

“Maximum Financing Commitment” means, in relation to a Party, that Party’s maximum commitment to provide finance for the Alliance, specifically:

Company A: .................................. [insert amount of maximum commitment].Company B: .................................. [insert amount of maximum commitment].

or such other amounts as shall from time to time be agreed between the Parties in the Management Committee.

“Budget” means an annual budget for the Alliance [or a particular Project] approved by the Management Committee.

“Financing Percentage” means the share of the costs of the Alliance to be borne by each Party, specifically:

Company A: ..... % [specify percentage].Company B: ..... % [specify percentage].

“Joint Account” means banking account or accounts, in the joint names of the Parties, relating to the operations of the Alliance and to be administered by ........................... [specify Party and/or administrator].

6.2 Each Party shall contribute its Financing Share of the costs of the Alliance on a quarterly basis in accordance with the Budget set by the Management Committee up to, in each case, its Maximum Financing Commitment.

6.3 At least 30 calendar days before the end of each quarter, the Management Committee [or, where relevant, the Project Manager] shall notify each Party of that Party’s Financing Percentage of the costs of the Alliance due in respect of that quarter. Each Party shall pay the amount due into the Joint Account before the last working day of the quarter in question.

6.4 At least 60 calendar days before the end of each year the Management Committee shall review the future financing of the Alliance so as to establish the Budget for the following year. No Party shall be obliged to provide financing in excess of its Maximum Financing Commitment.

6.5 Unless otherwise agreed between the Parties:

6.5.1 All notices for financing under this Article 6 shall be sent to the address of the relevant party as specified in Article 19 of the present Contract.

6.5.2 All payments shall be made by each Party in ....... [insert currency] that is the currency of the Joint Account.

6.5.3 Any payment which is in arrears or delayed by any Party shall bear interest, at the rate of ....... % [specify] for the time being since the due date of payment until the actual date of payment.

7

6.5.4 Payments from the Joint Account shall only be made for work carried out or provided in connection with the Alliance. Invoicing and payment procedures to reimburse a Party (or any member of its corporate group) for work carried out by it for the Alliance shall be as established by the Management Committee.

6.5.5 Any check, banking transfer or other payment drawing on funds from the Joint Account shall require the signature or written authorization of the Project Manager or other person authorized by the Management Committee.

6.5.6 Any check, banking transfer or other payment in excess of ............. [ insert amount] shall also require countersignature by such other person as shall be authorized by the Management Committee.

6.5.7 Any check, banking transfer or payment in excess of ..............[insert amount] shall, in addition to the above signatures, require express authorization by the Management Committee.

6.6 Full and proper accounting ledgers and records relating to the Alliance shall be kept in accordance with standard accounting practice in ......... [specify country, preferably the one in which the Joint Account will be opened] under the supervision of the Management Committee. These ledgers and records shall be available at all times for inspection by each Party or its duly authorized representative.

6.7 An audit of the Joint Account shall be undertaken every 12 months (or such other period considered appropriate by the Management Committee) by an independent auditor and a report, in a form to be established by the Management Committee, shall be submitted to each of the Parties. The audit fee shall be paid out of the financing authorized by the Budget.

6.8 If there are any surplus funds in the Joint Account on termination of the Alliance (all outstanding fees, costs and expenses of the Alliance having been met), the surplus or balance shall be distributed among the Parties pro rata to their respective Financing Percentage.

ARTICLE 7. INTELLECTUAL PROPERTY

[Comment: this Article may be appropriate where the exchange and development of technical information involves Intellectual Property rights (IPR). It provides a framework of key points of IPR in Alliance Contracts, specifically in those that carry out research projects. It is drafted on the basis that specific IPR developed under the Alliance will be jointly owned and its marketing and sale will require the consent of both Parties. Clarity is important regarding IPR after termination of the Alliance. In many cases, more detailed license contracts will be appropriate to cover the IPR arrangements, particularly where one Party’s specific IPR is made available for use by the other Party under the Alliance.]

7.1 For the purposes of this Article:

“Background IPR” means the existing know-how and other Intellectual Property of a Party relevant to a Project and available to be disclosed and used for the purposes of the Alliance.

8

“Intellectual Property” means any patent, copyright, design right or other Intellectual Property protection including rights in any secret process, technical know-how or other confidential information (together with any application for such protection).

“Project” means a particular Project approved by the Management Committee and to be carried out through the Alliance.

“Project IPR” means any specific technical know-how, confidential information or other Intellectual Property developed pursuant to the Alliance.

“Project Trademarks” means any trademarks or names used primarily for the Alliance or any products or services developed under the Alliance.

“Territory” means .............. [specify the territory - country or countries - in which this Article 7 will apply. Normally will be the same as the one defined in Article 2].

7.2 Under arrangements to be coordinated by the Management Committee, each Party shall disclose to the other Party such of its Background IPR as is necessary or desirable in order to enable the Project to be carried out effectively. Disclosure shall, if appropriate, include reasonable arrangements for the instruction of suitably qualified staff of the other Party in the use and application of that Background IPR.

7.3 All Background IPR originating from a particular Party shall remain the exclusive property of that Party. The other Party shall not use or disclose any such Background IPR except for the specific purposes of the Alliance or as expressly permitted by the Management Committee.

7.4 Each Party warrants to the other Party that, so far as it is aware, the use of its Background IPR in accordance with this contract will not infringe any Intellectual Property rights of any third party.

7.5 All Project IPR shall, unless otherwise agreed between them, belong to the Parties equally as joint owners. Each Party shall, if requested by the other Party, enter into such assignment or other formal documentation as may be necessary or desirable to record that joint ownership.

7.6 During the period of this Contract, the procedure for obtaining initial registered Intellectual Property Rights in respect of any Project IPR shall be implemented by the Project Manager acting on his own initiative or at the direction of the Management Committee. The costs of applying for any such initial protection (including the costs of first filing) shall be met from the Joint Account. Any subsequent decision to proceed with registered protection shall be taken by the Management Committee.

7.7 In the event of any alleged infringement by a third party of any Project IPR or any Project IPR allegedly infringing any Intellectual Property rights of a third party, the Management Committee shall meet to decide the best course of action and the Parties shall thereafter be bound to take steps to implement that action.

7.8 Each Party shall adopt such confidentiality procedures as may be reasonably necessary or prudent in accordance with good industry practice (including obtaining confidentiality undertakings from key employees) to ensure the safe custody of any materials forming part of the Project IPR or of the other Party’s Background IPR.

9

7.9 Except as specifically agreed in writing between the Parties, neither Party shall use any trademarks or trade names of the other Party in the course of its business or in any form of publicity relating to the Alliance.

7.10 If a Party wishes to market and sell or otherwise exploit commercially any product, service or technology substantially derived from work under the Alliance, it shall notify the other Party and discussions in good faith shall take place between the Parties regarding arrangements for use of any Project IPR or Project Trademarks. Unless otherwise agreed:

7.10.1 Each Party shall be entitled to use in the course of its own business any general non-confidential know-how developed during the Alliance.

7.10.2 Any commercial marketing or exploitation of Project IPR (or the use of any Project Trademarks) shall require the prior consent of both Parties.

The provisions of this Article 7.10 shall survive any termination of this contract.

ARTICLE 8. CONFIDENTIALITY AND ANNOUNCEMENTS

8.1 Each Party shall use all reasonable efforts to keep confidential all commercial and technical information that it may acquire in relation to the customers, business or affairs of the other Party. No Party shall use or disclose any such information except with prior consent from the other Party. This restriction shall not apply to any information:

8.1.1 Which is or becomes publicly available through no breach by that Party.

8.1.2 Which is already in that Party’s possession without any official institution or governmental authority.

8.1.3 To the extent that it is required to be disclosed by law or by the rules of any recognized stock exchange or regulatory body.

8.2 [Include Article 9.2 where the provision of technical assistance is part of the arrangements for establishing the Alliance. If it is not, then eliminate this Article 9.2] Article 9.1 shall not restrict or prevent a Party from using, in the course of its business, any know-how or technical information acquired pursuant to the arrangements of this contract provided that:

(a) Such use shall not include sublicensing.(b) Appropriate measures to ensure confidentiality are maintained.(c) No disclosure to third Parties takes place except as permitted by Article 9.1.

This Article 8.2 shall be subject to the provisions of any technical assistance contract or Project contract that, in the event of any conflict, shall cover this Article 8 in respect of the use of information disclosed pursuant to those contracts.

10

8.3 Each Party shall use all reasonable efforts to ensure that its employees, partners or agents abide by these confidentiality obligations.

8.4 No announcement in connection with the Alliance or this Contract shall be made by either Party without the prior approval of the other Party, except as may be required by law or by the regulations of any official institution or governmental authority.

8.5 The provisions of this Article 9 shall survive any termination of this Contract.

ARTICLE 9. TEMPORARY EXCHANGE OF STAFF

[Comment: this Article is only appropriate if there are likely to be temporary exchange of staff between the Parties]

9.1 The Parties shall consider implementing a staff exchange program. The conditions of such program shall be agreed between the Parties through the Management Committee.

9.2 Any employee of either Company A or Company B who is assigned or sent to visit the premises of the other Party during the Alliance shall remain the employee of the Party sending him or her. The employer Party shall:

(a) Be responsible for ensuring that its employees comply with all security regulations applicable at the other Party’s premises.

(b) Indemnify the other Party against any property damage or any personal injury caused by the negligent act or omission of any of its employees at the other Party’s premises.

ARTICLE 10. RESTRICTIONS ON THE PARTIES

10.1 It is the intention of the Parties to work closely and collaboratively with each other in developing the Alliance. Therefore, during the period of the Alliance:

10.1.1 Company A shall not enter into a similar Alliance with any other Party for operations in the field of .............. [specify] or directly or indirectly carry out business in the field of ............. [specify] in a manner which may compete with Company B in ................... [specify Territory: country or countries].

10.1.1 Company B shall not enter into a similar Alliance with any other Party for operations in the field of .............. [specify] or directly or indirectly carry out business in the field of ............. [specify] in a manner which may compete with Company A in ................... [specify Territory: country or countries].

10.2 Neither Party shall, outside the Alliance, carry out (whether on its own or with any third party) any research Project that is directly competitive with any research Project being carried out by the Alliance.

11

10.3 During the period of the Alliance and for a period of ....... [insert number, usually 3] years after its termination neither Party shall attempt to employ or make job offers to any employee of the other Party engaged in any managerial or technical capacity in relation to the operations of the Alliance.

ARTICLE 11. SHARE OF PROFITS AND LOSSES

11.1 Each Party shall take a share in the profits and losses of the Alliance in the same proportion as the Financing Percentage established in Article 6.1:

Company A: ....... % [insert Financing Percentage included in Article 6.1].Company B: ....... % [insert Financing Percentage included in Article 6.1].

11.2 Unless otherwise determined by the Parties, the share of profits shall be paid within ....... [30, 60, 90] calendar days of the approval of the Annual Accounts. The Parties may agree that either of them shall receive in advance a part or the whole of their share of the profits.

11.3 The share of the losses of the Alliance shall be paid through additional contributions from the Parties, and it shall be understood that such additional contributions from the Parties may be required at any time to compensate for any losses caused.

ARTICLE 12. CHANGE IN THE CONTROL OF ONE PARTY

Each Party undertakes to notify the other immediately of any significant change in its control or ownership. Should such change come about, the other Party shall be entitled to terminate the Alliance according to the provisions of the present Contract.

ARTICLE 13. DURATION AND TERMINATION

13.1 Both Parties establish that the term of Alliance is to be .......... [1, 2, 3, 5] years. Once completed, the Parties shall reach explicit contract as to the renewal of the contract and the conditions therein. A trial period of .......... [1, 2, 3, 6] months shall be established starting from the commencement of activities by the Alliance, during which either Party may withdraw without any legal bindings.

13.2 Either Party may terminate the Alliance. In cases other than breach of obligations arising from this Contract, the termination shall require that warning be given to the other Party with a minimum of .......... [1, 2, 3, 6] months warning prior to the end of the financial year. Should the other Party object to the termination, the provisions within the present Contract pertaining to the resolution of disagreement shall be applied.

13.3 The following shall be causes for termination of the Alliance:

(a) The completion of its objectives.(b) The impossibility of achieving the objectives.(c) The common agreement of both Parties.

12

(d) The decision of one Party as a consequence of the breach of obligations of the other Party

(e) The bankruptcy or insolvency of either Party.(f) The completion of the term of the Alliance.

ARTICLE 14. PREFERRED SUPPLIER OR DISTRIBUTOR

[Comment: this Article may be appropriate if one of the Parties is likely to be appointed as preferred supplier or distributor of products developed under the Alliance for the other Party - insert "Company A" or "Company B" depending on who the preferred supplier or distributor would be]

14.1 If .............. [Company A or Company B] decide to develop a business in the field of ................ [specify], it will have to hire providers of .................... [specify products or services]. In this case, it is agreed that ................ [Company B or Company A], will become the "preferred supplier" of .............. [specify products or services] and will have the preferential right to provide them to ...................... [Company A or Company B] under conditions of price, specifications, quality and delivery times that are no less favorable than those of other similar potential suppliers. These conditions will be agreed in a separate Supply Contract.

14.2 If .................. [Company A or Company B] decides to distribute internationally .................... [specify products or services], the Parties shall negotiate in good faith the appointment of [Company B or Company A] as exclusive distributor in ............... [insert Territory: country or countries] for an initial period of ...... years [insert number of years, usually 5] on commercial terms to be agreed in a separate Distribution Contract.

ARTICLE 15. NO PARTNERSHIP OR AGENCY

Nothing in this contract shall be interpreted to:

(a) Constitute a partnership in law between the Parties.(b) Constitute either Party the agent of the other for any purpose.(c) Entitle either Party to commit or bind the other (or any member of its

respective group) in any manner.

ARTICLE 16. FORCE MAJEURE

16.1 Force majeure means war, emergency, accident, fire, earthquake, flood, storm, strike or other impediment which the affected Party proves was beyond its control and which it could not reasonably be expected to have taken into account at the time of the conclusion of this contract, or to have avoided or overcome it or its consequences.

16.2 Neither Party shall be liable for breach of obligations derived from the present Contract, nor shall be bound to compensate for damages, when such breach is caused by proven Force Majeure.

13

ARTICLE 17. ASSIGNMENT AND SUBCONTRACTING

16.1 This Contract is personal to the Parties and neither Party shall without the prior written approval of the other:

16.1.1 Assign, mortgage, charge or otherwise transfer or deal in, or create any trust over, any of its rights.

16.1.2 Subcontract or otherwise delegate the whole or any part of its rights or obligations under this Contract to any third parties.

ARTICLE 18. AUTHORIZATIONS

18.1 This contract is conditional upon the following authorizations first being obtained:

................................... [specify the required authorizations or other conditions, as well as governmental institutions or regulatory authorities that have to grant them].

18.2 The relevant Party shall use all reasonable efforts on its part to obtain such

authorizations and shall notify the other Party promptly of any difficulty encountered.

ARTICLE 19. NOTICES

19.1 Any notice under this Contract shall be in writing (which may include fax and e-mail) and may be served by leaving it or sending it to the address of the other Party specified in Article 19.2 below in a manner that ensures receipt of the notice can be proved.

19.2 For the purposes of Article 19.1, notification details are the following:

Company A: ...................................... [insert postal address, fax number and e-mail address].

Company B: ...................................... [insert postal address, fax number and e-mail address] .

ARTICLE 20. RESOLUTION OF DISAGREEMENT

Should any disagreement arise as to the present Contract or during the course of activities of the Alliance, the Parties shall endeavour to reach amicable agreement. Should an amicable solution not be reached, the Parties may request that the matter be referred to persons of higher rank within their own organizations, with whom they shall meet at least once in order to analyze the disagreement and possible means of resolving it.

ARTICLE 21. APPLICABLE LAW AND COMPETENT JURISDICTION

Both Parties, by mutual consent, resolve to refer any dispute to:

14

Alternative A. The appropriate legal proceedings in the .................... [Company A or Company B] country of origin and, where appropriate, to those of the local authorities where the headquarters are located, unless the ..................... [Company A or Company B] as plaintiff wishes to pursue legal proceedings within the jurisdiction of the other Party’s headquarters.

Alternative B. The Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules. The place of arbitration shall be ........... [city and country] and the proceedings shall be carried out in the ………… language.

ARTICLE 22. LANGUAGE

The whole text of the present Contract, as well as the documents derived from it, including those in the Annexes, have been written in:

Alternative A. English, and is therefore considered to be the only authentic text for all legal effects.

Alternative B. …………… and English, both versions being deemed authentic, but for legal purposes the text in .......... is to be given priority of interpretation.

Both Parties declare their conformity to the present Contract, which is signed in ...... copies, each of which is considered original.

This Contract enters into force the date written above.

Signed by a duly authorized representative of Company A and Company B.

Alternative A. At………….., on …… of ................, ........

Alternative B. Company A, at ……………, on ....... of .............., ........, and Company B at …………., on ...... of ...................., .........

For and on behalf of the Company A For and on behalf of the Company B

________________________________ _______________________________Mr./Mrs. ................................................ Mr./Mrs. ............................................................................................... [Position] ................................................[Position]

15

ANNEX 1. ACTION PLAN OF THE ALLIANCE(ARTICLE 1.3)

Incorporate to the Contract an Action Plan of the Alliance with the objectives, strategies and actions, as well as human and financial resources needed to achieve them within specified time limits.

16

Contracts drafted by the legal experts of Global Negotiator cover all relevant aspects that are negotiated and agreed in the different types of business between companies. However, when these contracts are used you should take into account some recommendations common to all of them that are described in this User Guide. DATE

The date when the contract comes into force is the one that appears in its header, as mentioned in the final paragraphs of the contract, before signatures (This Contract comes into force on the date written above).

In some contracts -for example in the Supply Contract- the date of coming into force is also mentioned in one of the clauses. In these cases you have to verify that the two dates inserted in the contract (in the heading and in the corresponding clause) are the same, in order to avoid discrepancies.

PARTIES

Be sure to insert in the first page of the contract the full details of the Parties:

When a Party is a company you must insert the following information: legal name, legal form (limited, incorporated, etc.), full address, registration data and fiscal identification number.

When a Party is an individual that works as independent professional (for example a commercial agent) you must insert the following information: full name, profession, full address and fiscal identification number.

CLAUSES

Clauses with different alternatives: choose the most favorable

In the most important clauses of each contract (exclusivity, payment terms, applicable law and competent jurisdiction, etc.) several drafting alternatives are proposed so you can choose the most appropriate to each situation. Therefore, the user before submitting the contract to the other Party must choose the alternatives that seem best suited to their interests, and eliminate the rest. Clauses with blank spaces to be completed

In several clauses of the contract blank spaces appear with dots (.......................) that the user has to complete inserting text. Following the dots, between brackets, you will see the data and explanations to insert the text.

17

USER GUIDE

When the text between brackets is in normal letters (the same as the contract) and separated by "," or the word "o", the user must insert one of the options suggested.

Example of blank space (........) with options to select between brackets:

Orders handled before completion of the present Contract which produce sales transactions within .......... [1, 2, 3, 6] months shall entitle the Agent to receive the corresponding commission. In this case the user must choose between options 1, 2, 3 or 6 months and insert one in the blank space (........).

When the text between brackets is in italics the user has to insert the data and information requested and eliminate the bracketed text.

Example of blank space - (.........) to insert text:

Both parties, by mutual consent, resolve to refer any dispute to the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules. The place of arbitration shall be ........... [city and country]. In this case the user must insert in the blank space (...........) the city and country chosen to conduct the arbitration and afterwards eliminate the bracketed text [city and country].

Notices Clause

Sometimes it may happen that the official address of the Parties which appear at the beginning of the contract is different from which is to be used for communications between the Parties during the terms of the contract. In this case the user should include at the end of the contract a Notices Clause.

Example of Notices Clause:

Notices. - In order to comply with their contractual obligations, the Parties establish the following address for the provision of notices related to this contract:- Party 1 .............................................................. [insert full address].- Party 2 .............................................................. [insert full address].

ANNEXES

The contracts incorporate some Annexes, each of them, referenced to the corresponding Clause. Annexes are drafted in commonly used formats, although the user must adapt these formats and the text inserted in them to each particular situation.

SIGNATURES

People who sign

Persons signing the contract on behalf of the company must have the authority to do so and preferably, be entitled on the basis of a power of attorney. Below the signature, in addition to the full name of the person that signs his/her position must be inserted. When one of the Parties who signs is a natural person (for example a commercial agent in a Agency Contract) obviously he or she is the person that has to sign the contract.

18

The laws of some countries require that contracts, to be valid, shall be signed in front of witnesses or a public notary. Therefore, before signing a contract you should be informed about the requirements that may exist in each country.

Place and date of signature

Usually contracts are signed by both Parties on the same date and place. Nevertheless, in international contracts, due to physical distance, it is common that each of the Parties sign in different dates and places. This contract provides for both alternatives so it comes to choosing the most appropriate to each situation.

Number of copies

Usually, the Parties sign two copies of the contract, each Party retaining one of them, but cal also arise the need to sign more copies. In this case all you have to do is mention explicitly the number of copies to be signed in the paragraph that is included at the end of the contract (Both Parties declare their conformity to the present contract, which is signed in ...... copies, each of which shall be considered an original).

GENERAL RECOMMENDATIONS

The Parties must sign all pages of the contract, including Annexes, so they are also valid. It is better to use ball point or pen (not pencil) in a color other than black (e.g.: blue); this makes it easier to distinguish an original document from a photocopy.

It is preferable (although no mandatory) to express sums of money and percentages in words and figures. Of course, the words and figures for a given amount must match exactly. You also must insert the currency in which the amounts are expressed. It is advisable to use the rules establish by ISO that name each currency by three capital letters (EUR for euro, USD for dollar, GBP for sterling pound, JPY for Japanese yen, etc. - you can get the acronyms of every currency in the website www.oanda.com).

Once you have chosen the best alternatives of each clause and have completed the blank spaces you should revise the whole contract to remove remaining paragraphs and correct any errors.

LEGAL WARNING

Depending upon your particular situation this contract might not meet your needs and requirements. In case of doubt, you should consult a legal advisor. Global Marketing Strategies, S.L. as publisher and copyright holder of this contract disclaims all warranties, whether express or implied, respecting the legal content of this contract. For any claims arising out or in connection with the use of this contract, Global Marketing Strategies shall be limited to a refund of the purchase price.

19

20