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PART I PRELIMINARY CONSIDERATIONS 1. Introduction 1.1 Caveat Vendor 1.2 Some Recent Developments in Foreign Trade 1.3 The Role of the Foreign Agent and Distributor 1.4 Using This Work 1.5 Other Helpful Resources 2. The Decision to Use Agents and Distributors Abroad 2.1 The Advantages of Foreign Representation 2.2 The Risks of Foreign Representation 2.3 Alternatives to Using Agents and Distributors Abroad 3. Distinguishing between Agents and Distributors 3.1 Importance of Distinguishing between Agents and Distributors 3.2 Principal Types of Agents and Distributors 3.3 Other Types of Commercial Intermediaries 3.4 Principal Characteristics of Agency and Distribution Relationship 3.5 Use of Terms within This Book 4. Selecting Foreign Agents and Distributors 4.1 The Importance of Choosing Wisely 4.2 Establishing Criteria 4.3 Identifying Prospective Candidates 4.4 Qualifying Prospective Candidates 4.5 The Need for a Face-to-Face Encounter 4.6 Maintaining the Relationship PART II LEGAL ISSUES 5. Local Law Issues 5.1 Introduction 5.2 Legal Framework 5.3 Appointing Agents and Distributors 5.4 Compensating Agents and Distributors 5.5 Terminating Agents and Distributors 6. Antitrust Aspect of Foreign Agency and Distribution Arrangements 6.1 Antitrust Law and Agency and Distribution Agreements 6.2 U.S. Antitrust Law and Export Commerce 6.3 EU Antitrust Law 6.4 Other Foreign Antitrust Law 7. Tax Issues 7.1 Introduction 7.2 U.S. Income Tax Issues 7.3 Foreign Income Tax Issues 7.4 Other Taxes 8. Intellectual Property Issues 8.1 Introduction 8.2 Intellectual Property Rights Generally 8.3 Protecting Intellectual Property Rights Abroad 8.4 Special Issues Relevant to Agents and Distributors 9. Other U.S. Legal Considerations 9.1 Introduction 9.2 U.S. Export Controls 9.3 International Boycott Regulation 9.4 The Foreign Corrupt Practices Act 9.5 Arms Export Control Act PART III DRAFTING INTERNATIONAL AGENCY AND DISTRIBUTION AGREEMENTS 10. International Commercial Agreements Generally 10.1 Introduction 10.2 Special Problems Presented 10.3 Comparative Law Issues 10.4 The Need to Define Terms 10.5 Choice of Law 10.6 Choice of Forum 10.7 International Dispute Resolution 11. Standard Clause in International Agency and Distribution Agreements 11.1 General Approach to the Documentation 11.2 Parties to the Agreement 11.3 Recitals 11.4 Definitions 11.5 Appointment and Scope 11.6 Sales Commissions (Agency Agreements) 11.7 Terms and Conditions of Sale (Distribution Agreements) 11.8 Duties of Agent or Distributor 11.9 Duties of the Supplier 11.10 Intellectual Property Matters 11.11 Terms and Termination PART IV APPNDICES　書式集 A. Basic Forms A-1. Annotated International Sales Representation Agreement (Long Form) A-2. Annotated International Distributorship Agreement (Long Form) A-3. International Sales Representative Agreement A-4. International Distribution Agreement B. Other Forms B-1. Export Terms and Conditions of Sale B-2. Consignment Agreement B-3. Personal Guarantee B-4. Warehouse Agreement C. Bibliography