1. Identify the Parties- Get the exact name and business form of the party. Make sure the other party's representative has the authority to enter into the contract and legally bind the company. If possible, get the company's most recent financial statement and check their credit rating.
2. Scope of the Agency-
   A. Geographic Territory- Use precise terms.
   B. Exclusive/Nonexclusive/Hybrid/Reserved or "House" Accounts
   C. Sub-Agents?
   D. Products Covered (Very Important)
3. Term
4. Agents Duties
   A.  Best Efforts
   B.  Sales Quotas- Nonbinding
   C.  Sales Forcasts & Reports
   D.  Staff Requirements
   E.  Marketing Requirements- Advertising, translating promo materials etc.
   F.  Sales Order Procedures
   G. After Sales Support
   H. Collection Assistance
   I.   Pricing/Discount Policy
   J.  Use/Rules Regarding Trademarks
   K. Confidentiality Requirements
   L.  Competitive Products & Activities
   M. Product Misrepresentation Indemnity
5. Principles Obligations
   A. Supply agent with samples, promo materials, conditions of contract, warranty information, delivery information, and sales order procedures.
   B. Inform agent of ability to meet orders; product/contract changes.
   C. Inform agent of acceptance/rejection of an order.
   D. Product Warranties Information/directions
   E. Product Liability & Warranty Misrepresentation indemnities
6. Terms of Sale: Return/replacement policy; payment terms; delivery terms
7. Authority- Can't enter into contracts on principals behalf.
8. Commissions
   A. Determination- Commission Formula: Gross/Net Sales
   B. Returns/Uncollectible Accounts
   C. Currency
   D. Where will payment be made & how?
   E. Commission reports
   F. Audit Rights
9. Termination
   A. Any Cause- Notice Period
   B. Just Cause
   C. Special Events- i.e. Bankruptcy
   D. Local Statutory Requirements: Minimum notice period? Maximum notice period?
   E. Local law protections?
10. Rights & Obligations Upon Termination
    A. Commissions on orders obtained but not yet paid.
    B. Return of Confidential Materials
    C. Ownership of translated materials
11. Arbitration- Governing law, place, arbitration institution & rules.
12. Miscellaneous Clauses- Severance, entire agreement, assignment, assignment, no waiver, and notice procedures.

CHECKLIST FOR INTERNATIONAL DISTRIBUTORSHIP AGREEMENTS

1. Identify the Parties- Get the exact name and business form of the other party. Make sure the other party's representative has the authority to enter into the contract and legally bind the company. If possible, get the company's most recent financial statement and check their credit rating.
2. Scope of the Distributorship