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INDEX

PartiesRecitalsClauses

1. Logistic services2. Characteristics of the products3. Property of the products4. Receipt of the products5. Information6. Performance of the services7. Additional services8. Obligations of the service provider9. Responsibilities of the service

provider10. Obligations of the client11. Rates12. Invoicing13. Claims14. Insurances15. Term of the contract16. Termination of the contract17. Breach of the contract18. Taxes19. Non exclusiveness20. Confidentiality21. Industrial Property Rights22. Force Majeure23. Assignment of rights and

obligations24. Relationship between the Parties25. Subcontracting26. Global conditions27. Environmental policy28. Warranty 29. Contacts30. Applicable Law and Competent

Jurisdiction

SignaturesAnnexes

The Logistics Contract or Logistics Services Contract regulates relations between the companies that provide these services - known as logistics operators - and their clients.

Logistics services include general services such as transportation, distribution and storage of different types of products and merchandises, as well as other more specialized services that are considered additional services such as point of sale management, labeling and marking of prices, invoicing, after sales, collection management, etc.

This Logistics Contract template includes the usual clauses for this type of contract, such as: obligations and responsibilities of the Logistics Service Provider, ownership and characteristics of the products, Client obligations, rates, claims, insurance, no exclusiveness, confidentiality, subcontracting, etc.

Through the Global Conditions clause, this Contract serves both for hiring domestic and international logistics services.

This Contract template can also serve as a guide for companies that must negotiate the terms and conditions of logistics services that they will hire.

Nº of pages: 13 + 3 (User Guide)Format: WordLanguage: English

MODEL OFLOGISTICS SERVICES CONTRACT

LOGISTICS SERVICES CONTRACT

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

BETWEEN:

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

AND:

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

DECLARE THAT:

I. The Service Provider’s main activity is to provide directly or indirectly all kinds of logistic services related to transportation, distribution and/or storage of the goods, products, and merchandise in ................. [mention country or countries], and that the Service Provider has the sufficient and necessary knowledge, experience, personnel and equipment as to comply with the obligations contained herein.

II. The Client is a company whose core activity is the manufacture, preparation, and /or commercialization of .......................... [insert products] and that it has sufficed and necessary elements as to comply with the obligations agreed herein.

III. Both Parties undertake to observe the following clauses:

1. LOGISTIC SERVICES

1.1 Subject to the terms of the present Contract, the Service Provider is obliged to provide the Client, the Services described in Annex 1 of this Contract, in connection with the Products as described in Annex 2 of this Contract.

1.2 The Client agrees to pay for such Services the rates described on Annex 3 of the present Contract.

2. CHARACTERISTICS OF THE PRODUCTS

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2.1 The Products that shall be subject to the Services will be those described in Annex 2 of the present Contract. The Service Provider acknowledges that the Products require normal and moderate care appropriate to their nature.

2.2 The Client shall notify in writing to the Service Provider, specifications and special precautions required by the Products. The Service Provider will not be responsible for any loss, injury or damage of the Products if the Client fails to notify the Service Provider the care and special precautions which must be taken with the Products.

2.3 In the event that the Client wanted the Service Provider to provide the Services with respect to goods and merchandises different to the Products due to their different characteristics, care specifications, special management and maintaining specifications, Client must notify in writing to the Service Provider the characteristics and special care for such goods or merchandises so the Service Provider can analyze the possibility of performing such Services in connection to such products. The Service Provider is not obliged to perform the Services in connection with such products. The Service Provider may increase the amount to be paid by the Client in the event of providing such services.

2.4 The Client will be held responsible for any damages and lost profits suffered by the Service Provider derived from negligence, deceit or bad faith of the Client due to the inaccurate, incomplete, inexact or false information provided to the Service Provider in connection with the Products.

3. PROPERTY OF THE PRODUCTS

3.1 The Client and his suppliers will have the full property of the Products, such property will not be assigned in any circumstance or any way whatsoever to the Service Provider.

3.2 The Service Provider will not assert any ownership rights on the Products and therefore shall not lease, transfer or by any other title dispose of them, except for the rights derived of a payment guarantee for the Services as established in the Contract or in the terms of a written instruction provided by the Client.

3.3 The Client shall deliver to the Service Provider the respective invoices or documents that acknowledge the property of the Products. The Service Provider might refuse to perform the Services agreed herein, in the event Client fails to provide such documentation. If the Service Provider chooses to effectuate the Services without the respective documentation and any problem related to the absence of such documentation were to arise, as the confiscation of the Products, the Service Product must give immediate notice to the Client of such circumstance so the Client can take, at his sole expense, all the necessary steps to solve the problems and free the Products, as the case may be.

3.4 The Client will have at all time the possession of the Products delivered by and for him. The Service Provider will not be considered in any way as to be a merchant, retailer, seller, distributor, trader, agent or consignee in respect to the Products.

4. RECEIPT OF THE PRODUCTS

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4.1 At the time when the Client delivers the Products to the Service Provider, the Service Provider must issue and deliver the Products Receipt to the Client; this Receipt must comply with the Legal Requirements and also include a description of the Products. The Client agrees and acknowledges that the Products Receipt includes a description of the Products based on the information supplied to the Service Provider. The Client will be held the responsible Party for providing complete, correct, and sufficient information.

4.2 Products will be delivered to the Service Provider in closed boxes with security seals posted by the Client, therefore, the Service Provider will not undertake any inspections during the performance of the Services of the Products enclosed in the boxes.

4.3 The Client expressly and irrevocably agrees that the Service Provider will not be held in any way responsible for the information and/or the content of the boxes. In this sense, the Parties agrees that the security seal posted on the closed boxes guarantees the inviolability of such boxes.

5. INFORMATION

The Client agrees that in order for the Service Provider properly provide the Services, it is necessary that the Client supplies the Service Provider with accurate and necessary information in connection with those implications of his business that affect the provision of the Services or may cause any impact on the Services, including changes in the business model of the Client, sales projection increase, delivery schedule, petition for information, as well as any other business that may cause an impact on the Services.

6. PERFORMANCE OF THE SERVICES

In addition to what is agreed by the Parties on Annex 1 of this Contract related to the Services, the Services to be performed by the Service Provider must comply with the following:

(a) The Service Provider must have the required equipment and machinery, to perform the Services in terms of the present Contract, except for those Products and/or Additional Services that demand different equipment and machinery, as well as special care and management.

(b) The equipment and machinery used for the Services must be in good conditions for its operation. The maintenance cost, as well as any expense for the acquisition and installation of any part, replacements, fuel and lubricant will be at the sole expense of the Service Provider.

(c) The personnel used by the Service Provider for the execution of the Services must be experienced and skilled, as well as capable and duly qualified in connection to the nature of the Services to be performed accordingly to the principles generally accepted in the industry.

(d) The Service Provider will not be held responsible for a breach in the fulfillment of the Services due to Force Majeure. Nevertheless, the Client agrees to pay the Service Provider an amount equivalent to the proportional part of Services performed before Force Majeure occurred. Parties agree the Service Provider is entitled to realize

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extraordinary expenses to undertake the Services during a situation caused of Force Majeure. Such extraordinary expenses shall be reimbursed by the Client to the Service Provider.

(e) The Service Provider must obtain all permits, licenses, authorizations, and must observe, comply and satisfy such Legal Requirements applicable to the performance of the Services.

(f) The transportation, distribution, and storage of the Products, will be classified by its nature as general transportation, distribution and storage and will not be considered as specialized transportation, distribution and storage of hazardous substances, waste, voluminous objects or heavy objects, or any other substance or merchandise, that the Client acknowledges that requires special permits from the Governmental Authorities.

(g) The Service Provider will not be held responsible for the blame or negligence of the Client’s employees or workers or by any defect on the Products; nevertheless, the Service Provider will be held responsible for any damage to the Products caused directly by workers, employees or subcontractors of the Service Provider, when this situation is not derived from Force Majeure.

(h) Any cost, expense or disbursement incurred by the Service Provider during the performance of the Services, for the reception of the Products or the return of the Products, shall be paid by the Client, or reimbursed to the Service Provider.

7. ADDITIONAL SERVICES

7.1 The Client might request the Service Provider at any time, any additional, extraordinary or special services, different to the Services agreed herein, therefore the Parties must previously agree on the terms and conditions in which the additional services should be performed, including without any limitation: the characteristic of such additional services, rights, obligations, and the responsibility of each Parte, as well as the place and time of the execution and the respective amount, and the payment terms.

7.2 The Service Provider reserves the right to decline the performance of the additional services or to amend the amount to undertake them.

8. OBLIGATIONS OF THE SERVICE PROVIDER

The Service Provider must comply with the following obligations:

(a) To undertake the rendering of the Services efficiently.

(b) Observe the Legal Requirements in effect related to the purpose of this Contract.

(c) Adopt all security measures applied in the industry, arising from the nature of the Services.

(d) In the event that the Service Provider hires a third party for the purpose of executing its obligations derived from this Contract, the Service Provider assumes expressly and

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directly all civil, labour, mercantile and administrative responsibility that could be deducted from the contractual relationships or by the applicable laws related to the personnel or by any third party hired by the Service Provider. The Service Provider holds the Client free of harm and damage from any responsibility.

(e) Although the Service Provider hires a third party to perform the services, the Service Provider is the responsible Party for all the obligations held by the Client in connection with the quality of the Services and the fulfillment of this Contract, therefore, its responsibility is not diminished or limited with respect to the Products, in the terms and conditions established herein.

9. RESPONSIBILITIES OF THE SERVICE PROVIDER

The Client hereby expressly accepts and acknowledges that the responsibility of the Service Provider derived from the breach of its obligations hereunder for any cause, reason or circumstance, shall be subject to the following:

(a) The Service Provider shall not be liable for the breach of its obligations resulting from causes not directly attributable to the Service Provider including Force Majeure, or any breach of the Client.

(b) The Service Provider will only be liable for damages to the Products directly caused by the Service Provider or its employees due to its fault, deceit or negligence.

(c) The Service Provider shall not be liable for any damage or breach of the transporters, or its employees, caused by deceit, fault or negligence, when the Service Provider observes the security norms and the characteristic of the Services agreed hereof.

(d) The maximum liability amount in charge of the Service Provider, for the transportation of the products, will not exceed the rates established in the international treaties CMR, IATA Rules, Hague Rules, FIATA Rules, and Convention of Warsaw on Carriage by Air.

10. OBLIGATIONS OF THE CLIENT

The Client must comply with the following obligations:

(a) Pay the Service Provider the rates set forth in Annex 3 of this Contract.

(b) Deliver to Service Provider the correct, accurate, and complete information related to the Products and quantities, characteristics and special precautions for its management, transportation, storing and other logistic services.

(c) Notify in writing to the Service Provider of any irregularity in connection with the Service.

(d) Pay all legal expenses, including the legal fees of the Service Provider and reimburse the Service Provider from any amount paid derived from any contingency originated by a lawsuit, third party’s claim over the property of the Products, its trademark and patents, the contents of the packages or closed boxes, the importation of the Products

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or its raw materials, as well as any other situation created during the sales and commercialization of the Products, including the consumption of the Products.

(e) Hold the sole and exclusive authority with respect to the elimination of any of the damage, obsolete, unsold or expired Products, and is entitled to withdrawal such Products from the Distribution Center observing the applicable Legal Requirements and paying the corresponding expenses.

11. RATES

The amount that the Service Provider shall receive from the Client for the provision of the Services shall be in accordance with the following:

(a) For the performance of the Services, the Client agrees to pay the Rates listed under Annex 3 hereof. Such Rates will increase on January 1st of every year on the equivalent percentage of the increase of the National Index Consumer Price of ................. [ insert country]. Nevertheless, the Parties agree that such Rates will be revised in the case of the existence of facts, circumstances, or causes not foreseen by the Parties.

(b) The Rates listed on Annex 3 do not include the Value Added Tax (VAT), therefore, such tax must be applied to the applicable rate. The Service Provider must apply the VAT expressly and apart.

(c) The Services provided by the Service Provider to the Client will be invoiced monthly and the Client must pay the amount due within 30 (thirty) calendar day period from the date the respective invoice was issued.

(d) The amount due for the Services must be paid by transfer to the following bank account:

..................................................................... [legal name of the Service Provider].

..................................................................... [name and address of the Bank].

......................................................................[Bank account number].

...................................................................... [IBAN Code].

...................................................................... [SWIFT Code].

(e) The failure of the Client to pay the Services provided by the Service Provider will entitle the Service Provider to deny the Services without any liability for such concept. In the case the Service Provider decides, at its sole discretion, to provide the Services to the Client, such action shall not be interpreted as an acceptance of the Client’s breach or as a waiver of the rights derived hereof or from the applicable regulations, that entitle the Service Provider to demand the payment of the unpaid amount. Furthermore, the Service Provider shall have all legal remedies to obtain the payment of the amount due by the Client.

(f) The Parties agree and recognize that the Rates established on Annex 3 of the Contract refer only to the specific and limited Services as described therein. The Client may request additional, extraordinary or special services, different to the Services, agreed herein, and the Parties must previously agree in writing the terms and conditions that govern such services, including without limitation: the characteristics of such

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extraordinary services, the rights, the obligations and responsibilities of each Party, the place and time for its execution, as well as the corresponding amount. In all cases, the Service Provider reserves the right to refuse the performance of any and all additional services or to amend the amount agreed herein, in order to realize such services.

12. INVOICING

12.1 All invoices issued by the Service Provider must meet all tax requirements pursuant to the applicable laws at the time such invoices are issued, in order for the Client to proceed to its payment. Likewise, in the event that the amounts set forth in the invoices do not correspond to the Services, the Parties shall meet to clarify and define the amount of the invoice for its payment.

12.2 The respective payment of the amount due to the Service Provider shall not exceed a 10 (ten) business day term of the ordinary term in which the Client must pay the amount due as established herein.

12.3 Client must not refuse to pay the amount due to the Service Provider if the latter delivers all the necessary documentation for its payment pursuant to the terms and conditions agreed herein.

12.4 In the case the Client does not pay the respective invoices in the consecutive order in which the Services were performed, it shall not be deemed that the payment of one invoice involves the payment of Services previously performed.

13. CLAIMS

13.1 The Parties hereby agree and acknowledge that any and all claims arising out of, in connection with or with respect to the damage, loss, or destruction or of the Products, shall be notified in writing to the Service Provider, within the next 30 (thirty) calendar days following the delivery of the Products by the Service Provider to the Client, the legitimate consignee or any third party previously appointed by the Client.

13.2 Once said the term has expired, the Parties hereby agree the Client shall not be entitled to make any claims arising out of with respect to the damage, loss or destruction of the Products.

13.3 The Client shall provide the Service Provider sufficient, necessary and appropriate documentation and/or information to justify and support the nature of its claim and the alleged damages or losses.

14. INSURANCES

14.1 The Client agrees to keep during the term of this Contract, an insurance policy to protect the Products before, during and after the performance of the Services.

14.2 The Client’s insurance shall have all risk coverage protection against any and all risks at every moment during the transit and storage of the Products.

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14.3 The Client in this act frees from any and all responsibility to the Service Provider and its insurance company for any incident or misfortune occurred during the course of the merchandise from its origin point to its final destination, as well as for the storage of the Products.

14.4 The Rates agreed by the Parties in Annex 3 of this Contract does not consider such insurance; nevertheless and following the request of the Client, the Service Provider can provide its fees for the provision of such insurance services.

14.5 The Service Provider shall be held responsible for the acquisition of an insurance in the terms established herein, following a previous request from the Client.

15. TERM OF THE CONTRACT

15.1 Parties agree this Contract shall be in force from the date of its execution by both parties for a minimum term of 1 (one) year.

15.2 The Contract shall be renewed automatically for periods of 1 (one) year at a time, unless either Party should wish to terminate it by written notification to the other Party at least 30 (thirty) calendar days in advance.

16. TERMINATION OF THE CONTRACT

This Contract may be terminated in advance before the end of the first year, for any of the following causes:

(a) By agreement between both Parties.

(b) In the event that due to Force Majeure it is impossible for the Parties to comply with the purpose of this Contract.

17. BREACH OF THE CONTRACT

17.1 Any breach of any of the obligations derived from this Contract by any Party shall entitle the other Party to notify in writing the applicable breach to the defaulting Party in order to remedy or correct such breach within a term not to exceed 5 (five) business days from the date of notification thereof.

17.2 In the event that the defaulting Party should not have not remedied the respective breach of the term provided above, the other Party shall be entitled, in its discretion, to demand the mandatory performance of this Contract or to rescind it by full right, upon written notice with immediate effect, and in any case, to claim the payment of damages and losses accrued by the breach of the applicable Party.

18. TAXES

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All taxes, assessments and contributions generated by the execution of the Services shall be at the expense of the Party which, according to the current tax provisions and the applicable laws, must cover them.

19. NON EXCLUSIVENESS

The Parties agree and acknowledge that this Contract does not imply exclusiveness for any Party. Therefore, the Client may hire with any third party the Services, and the Service Provider can provide the Services to any other third party with absolute freedom, in connection with all types of products, merchandise, whether they are similar or related in any way whatsoever to the Services or the Products, agreed herein, including without limitation the merchandise or goods of the Client’s competitors.

20. CONFIDENTIALITY

20.1 The Service Provider undertakes to keep strict confidentiality as to the information and documentation provided by the Client throughout the term of the present Contract and for 5 (five) years after its completion. Similarly, it undertakes not to reveal any knowledge or information acquired by the Client either directly or indirectly.

20.2 On completion of this Contract, the Service Provider shall destroy all information held in any file or database, or printed or otherwise recorded in any way.

21. INDUSTRIAL PROPERTY RIGHTS

21.1 Both Parties hereby acknowledge that the other Party is the holder and/or user of certain patents, trademarks, distinctive signs and registered trade names. By virtue of the foregoing, the Parties agree not to use in any manner such patents, trademarks, distinctive signs, trade names and, in general, the Industrial Property Rights of the other Party or any abbreviation or variation of any trademark, distinctive sign or trade name which could give rise to confusion.

21.2 This Contract shall not be deemed in any case to be a license, authorization or assignment of Industrial Property Rights of any of the Parties.

22. FORCE MAJEURE

Neither of the Parties shall be liable for the breach of the obligations undertaken by it upon the terms of this Contract by virtue of an act of Force Majeure, such as the following, which are mentioned without limitation: strike of any Party’s employees; disturbances for which the Parties are not responsible; fire, when its origin is not in any way the responsibility of the Parties; riot; war; earthquake; cyclone; or any prohibition by the competent Governmental Authority.

23. ASSIGNMENT OF RIGHTS AND OBLIGATIONS

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None of the Parties may negotiate, assign or transfer in any manner the rights and obligations acquired under this Contract, without prior written consent of the other Party. Any act, agreement or assignment which might contravene the provisions of this Clause shall have no legal effect.

24. RELATIONSHIP BETWEEN THE PARTIES

24.1 It is hereby expressly agreed that this Contract shall not be considered or construed in any manner whatsoever to create a strategic alliance, joint venture, association agreement, representation, agency, commission, mediation or intermediation between the Parties for any purpose.

24.2 The Parties agree that neither of them shall have any right or authority to undertake or create any express or constructive obligation or liability in the name or on behalf of the other Party, since the legal relationship existing between the Service Provider and the Client is merely that of two independent contracting Parties related by a service business relationship, as derived from and as evidenced by this Contract.

25. SUBCONTRACTING

25.1 It is hereby expressly established that the Service Provider may subcontract freely with any third party, and without any authorization from the Client, the total or partial, provision of the Services agreed by the Parties, provided, however, that the Service Provider shall at all times be the sole responsible Party before the Client for the Services.

25.2 In such terms, the Service Provider shall fulfill directly or through its subcontractors with the requirements, capacity, resources, equipment, and necessary personnel for the provision of the Services.

26. GLOBAL CONDITIONS

26.1 The Service Provider agrees to provide services to overseas subsidiaries companies of the Client in the countries were the Service Provider operates. The services shall be provided by the Service Provider or its subsidiary companies in separate contracts containing the same, or substantially the same, terms and conditions of the Contract.

26.2 Neither the Service Provider nor the Client shall be the guarantor of the performances of their respective subsidiaries and affiliates companies under these separate contracts, provided although the Service Provider shall be the guarantor of the terms and conditions of these contracts.

27. ENVIRONMENTAL POLICY

27.1 The Client is committed to the goal of continuously improving its environmental impact providing the best product selection and quality at the lowest environmental cost.

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27.2 The Client and the Service Provider hereby commit to improving environmental quality by working closely with each other to identify opportunities and promote practices that benefit the environment.

28. WARRANTY

28.1 The Services Provider guarantees to the that it possesses all necessary licenses and authorizations required by applicable legislation to comply with the requirements of the present Contract.

28.2 The Service Provider guarantees that it possesses an insurance policy which covers any compensation it may have to make to the Client for incorrect and/or irregular provision of Services.

29. CONTACTS

In order to comply with their contractual obligations, the Parties may appoint the following persons to be responsible for the Services as well as to clarify any doubts, technical queries or incidents which may arise during the provision of Services:

- On behalf of the Service Provider: .............................. [name, telephone, e-mail and postal address].

- On behalf of the Client: .............................. [name, telephone, e-mail and postal address].

30. APPLICABLE LAW AND COMPETENT JURISDICTION

30.1 The Parties shall exercise their best efforts to resolve by negotiation any dispute, controversy o difference between them arising out or relating to this Contract.

30.2 If the dispute is not be resolved by direct negotiation, it will be finally settled by:

Alternative A. The appropriate legal proceedings in the .................... [Service Provider or Client] country of origin and, where appropriate, to those of the local authorities where the headquarters are located, unless the ..................... [Service Provider or Client] 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 English language.

By signing the present Contract in duplicate, both Parties express their complete conformity thereto.

This Contract enters into force the date written above.

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Signed by a duly authorized representative of the Service Provider and of the Client.

At………….., the………………..

For and on behalf of the Service Provider For and on behalf of the Client

________________________________ ________________________________Mr./Mrs. ................................................ Mr./Mrs. ................................................................................................ [position] ..................................................[position]

© Copyright Global Marketing Strategies (ISBN 978-84-92570-77-5)

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ANNEX 1. DESCRIPTION AND DETAILS OF THE SERVICES (Clauses 1, 6)

ANNEX 2. IDENTIFICATION AND DESCRIPTION OF THE PRODUCTS(Clauses 1, 3)

ANNEX 3. RATES(Clause 1, 10, 11 y 14)

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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.

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.

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USER GUIDE

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

Orders handled before completion of the present Contract which produces 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 afterward 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 an Agency Contract) obviously he or she is the person that has to sign the contract.

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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.

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