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INDEXPartiesRecitalsArticles1. Object of the Joint Venture2. Territory3. Feasibility Study. 4. Constitution of Joint Venture 5. Term 6. Capital Stock 7. Contributions from stockholders 8. Contribution of intangible assets9. Responsibility of contributions 10. Valuing contributions 11. Technical or commercial commitments12. Organization13. Administration and management14. Representation15. Responsibility 16. Default of obligations 17. Accounts. 18. Auditors. 19. Share of profits and losses20. Access to information 21. Agreement not to compete22. The taking of decisions23. Impasse 24. Restrictions on transfer of Stock 25. Change in the control of one Party26. Replacement of one Party 27. Warning of termination of Joint

Venture 28. Termination of Joint Venture29. Liquidation of Joint Venture 30. Continuity of Joint Venture by one

Party 31. Force Majeure 32. Prohibition of granting rights or

obligations to third parties33. Confidentiality 34. Expenses prior to the establishment of the Joint Venture35. Other costs and taxation 36. Resolution of disagreement 37. Applicable law and competent jurisdiction38. Language SignaturesAnnexes

A model agreement which governs the relationship between two companies based in different countries, and which set up a third company (the Joint Venture). This new company would usually be based in the same country as one of the two partner companies, with the intention of jointly establishing an activity with its own objectives: research, commercialization, production, etc.

The agreement establishes all the agreements necessary to start up and then manage the Joint Venture. In the issues of greatest importance (the company’s object, capital stock, valuing of contributions made, organization and administration, decision-taking, trouble-shooting), a number of alternatives of wording are offered in order to choose the most appropriate depending on each situation. It is also makes reference to the viability studies prior to the setting-up of the company and the financing of its costs.

This agreement has been drafted taking into account the principles establishes for the International Trade Centre UNCTAD/OMC for Joint Venture agreements.

Nº of pages: 12 + 3 (User Guide)Format: WordLanguage: English

MODEL OFINTERNATIONAL JOINT VENTURE AGREEMENT

INTERNATIONAL JOINT VENTURE AGREEMENT

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 undertake the present Joint Venture agreement and declare that:

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

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

III. Both parties are interested in establishing mutual cooperation and consequently agree to the creation of a Joint Venture.

IV. The constitution of the Joint Venture shall be implemented according to the laws pertaining to foreign investment in the country in which the company is established, and within the regulatory environment of the .................... sector.

V. To this end, both Parties agree to abide by the following agreements:

ARTICLE 1. OBJECT OF THE JOINT VENTURE

Both Parties agree to join resources and endeavors according to the stipulations of the present agreement in order to:

Alternative A. Develop jointly .................................................................... [describe the activity].

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Alternative B. Exploit jointly……………..................................................... [describe the activity].

Alternative C. Research jointly…………..................................................... [describe the activity].

Alternative D. Commercialize jointly…….................................................. [describe the activity].

Alternative E. Produce jointly ……………................................................... [describe the activity].

ARTICLE 2. TERRITORY

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

Alternative B. The territory in which the Joint Venture 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. FEASIBILITY STUDY

Prior to the constitution of the Joint Venture, both parties may agree to the implementation of a Feasibility Study including, among others, the following elements:

(a) Definition of the business model;(b) Analysis of the regulatory environment pertaining to the activities to be undertaken

within the territory hereunder;(c) Evaluation of market potential;(d) Valuing of assets contributed by the partners;(e) Business plan; and (f) Schedule of action.

ARTICLE 4. CONSTITUTION OF JOINT VENTURE

Both parties undertake to establish by .................... [mention date] a Joint Venture in .................... [town/country] to be defined legally as .................... and doing business under the name of .....................

ARTICLE 5. TERM

5.1. Both parties establish that the term of the Joint Venture is to be .......... [1, 2, 3, 5] years.

5.2. Once completed, the parties shall reach explicit agreement as to the renewal of the agreement and the conditions therein.

5.3. A trial period of .......... [1, 2, 3, 6] months shall be established starting from the commencement of activities by the Joint Venture, during which either Party may withdraw without any legal bindings.

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ARTICLE 6. CAPITAL STOCK

The Capital Stock of the Joint Venture shall be .................... [include amount and currency]. Company A shall contribute .......... % of the Capital Stock and Company B shall contribute .......... % of the Capital Stock.

ARTICLE 7. CONTRIBUTIONS FROM STOCKHOLDERS

7.1. The parties shall contribute hard currency, real estate, movable property (including machinery and capital goods), industrial and intellectual property, services, etc., as set out and valued in Annex 1 of the present agreement.

7.2. Alternative A. The contributions from each Party shall be considered of equal value since each Party shall hold an equivalent stake in the Capital Stock.

Alternative B. The contributions shall be of different value since each Party shall hold a different stake in the Capital Stock.

7.3. Should the parties deem it appropriate, in the Annex 1 of the present agreement there shall be a detailed explanation of the agreement pertaining to the relative contributions made by each Party.

7.4. Both Parties may decide jointly to make additional contributions, of a value higher than that required for the constitution of the company, as may be necessary for the development of business activity or in order to compensate for losses.

ARTICLE 8. CONTRIBUTION OF INTANGIBLE ASSETS

8.1. The contribution to the Joint Venture of intangible assets, such as industrial property rights (patents and trademarks), intellectual property, software, etc., shall be implemented by the transfer of that property or by means of license agreements.

8.2. The contributing Party shall be entitled to limit the rights granted by such a license.

8.3. Any intangible assets developed, created or acquired by both or either Party within the activities of the Joint Venture shall become the joint property of both Parties.

8.4. The registration of such assets shall be carried out on behalf of the Joint Venture.

ARTICLE 9. RESPONSIBILITY OF CONTRIBUTIONS

Both parties declare and guarantee that the contributions set out under the present agreement are:

(a) At the full disposal of contributing Party and may therefore be legally provided for their established use;

(b) Conform to the declared description; and(c) May be used freely throughout the term of the present Agreement.

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ARTICLE 10. VALUING CONTRIBUTIONS

10.1. Any dispute as to the valuing of assets contributed shall be resolved by the valuing or adjustments of an independent surveyor.

10.2. Should the Parties be in disagreement as to the choice of surveyor or to the laws and regulations applicable, the matter shall be submitted to the Surveyors’ Regulations of the International Chamber of Commerce.

10.3. The valuing of assets made by the surveyor shall be final and legally binding for both Parties.

ARTICLE 11. TECHNICAL OR COMMERCIAL COMMITMENTS

11.1. In addition to the assets contributed, the Parties establish along with the Joint Venture the following technical or commercial commitments:

(a) Company A: ..................................................................................................... [describe]

(b) Company B: ....................................................................................................... [describe]

11.2. Alternative A. The technical and commercial commitments shall incur no additional cost.

Alternative B. The technical and commercial commitments, including payment of fees, shall be effected according to the conditions by both Parties.

ARTICLE 12. ORGANIZATION

12.1. The Board of Directors of the company shall be responsible for the general management of the business and affairs thereof, acting according to the legislation of the country in which the Joint Venture is established.

12.2. The Board shall consist of .......... members, of whom .......... shall be appointed by Company A, and .......... by Company B.

12.3. The Board shall meet every .......... months at a minimum, in/at .......... [mention place], or at any other time or place which the Chairman of the Board sees fit.

ARTICLE 13. ADMINISTRATION AND MANAGEMENT

The Joint Venture shall be administered and managed by:

Alternative A. Jointly by both Parties.

Alternative B. By one of the Parties, which shall be designated the Managing Party.

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Alternative C. By one or more third Parties, to be selected by - and where necessary dismissed - by both Parties.

ARTICLE 14. REPRESENTATION

14.1. The Joint Venture shall be represented:

Alternative A. Jointly by both Parties.

Alternative B. By either Party.

Alternative C. By a third Party assigned to carry out administration and management activities.

14.2. The commitments undertaken by either Party in the name of the Joint Venture (or where necessary, a third Party assigned to carry out management activities) shall be binding upon the other Party (or Parties) providing that the first Party has specified that it has acted on behalf of and in the name of the Joint Venture, and that the commitments undertaken correspond to the nature of the Joint Venture.

ARTICLE 15. RESPONSIBILITY

15.1. Unless otherwise indicated in the legislation of the country in which the Joint Venture is registered, the Parties shall be held legally responsible before third Parties for any commitment or obligation pertaining to the Joint Venture.

15.2. The relationship between the Parties shall be such that:

Alternative A. Each Party shall assume an equal share of the liabilities of the Joint Venture.

Alternative B. Each Party shall assume a share of the liabilities of the Joint Venture in proportion to its share of the Capital Stock.

15.3. The Party which receives any sort of obligation or liability shall inform the other Party thereof in a maximum term of ….. [10, 20, 30] calendar days.

15.4. Alternative A. The former shall be immediately compensated by the latter, to the value of half of any loss or expense incurred in the name of the Joint Venture.

Alternative B. The former shall be immediately compensated by the latter, to a value proportionate to the latter’s stake in the Capital Stock of half of any loss or expense incurred in the name of the Joint Venture.

ARTICLE 16. DEFAULT OF OBLIGATIONS

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16.1. Should either Party be in default of the obligations derived from the present agreement, it shall receive notification from the other Party, and shall make good any such default in a reasonable period of time to be determined by the other Party.

16.2. Should the notified Party make good the default within the established period of time, the other Party may terminate the agreement immediately under the terms set out in the present Agreement.

ARTICLE 17. ACCOUNTS

17.1. The Joint Venture shall comply with the legal requirements pertaining to accounts of the country in which it is registered.

17.2. All books and registers of accounts shall be kept at the headquarters of the Joint Venture and made available to both Parties.

17.3. Within three months of completing the financial year, the Administration shall complete the Annual Accounts, including the Balance Sheet and the Profit and Loss Account.

ARTICLE 18. AUDITORS

18.1. Should the Parties consider it necessary, they may, by common agreement, appoint independent Auditors.

18.2. The Auditors shall verify the accuracy of the Annual Accounts and present a report to both Parties.

18.3. The Auditors shall be appointed for one financial year, with the possibility of renewal on a year-by-year basis.

ARTICLE 19. SHARE OF PROFITS AND LOSSES

19.1. Alternative A. Both Parties shall take an equal share of the profits and losses of the Joint Venture.

Alternative B. Both Parties shall take a share in the profits and losses of the Joint Venture in proportion to their stake of the Capital Stock.

19.2. Unless otherwise determined by the Parties, the share of profits shall be paid within thirty days of the approval of the Annual Accounts, and within six months of the end of the financial year.

19.3. The Parties may agree that either of them shall receive in advance a part or the whole of their share of the profits.

19.4. The share of the losses of the Joint Venture 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.

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ARTICLE 20. ACCESS TO INFORMATION

Each Party shall be entitled to information as to the activities of the Joint Venture, particularly regarding accounts, clients, registration of transactions and legal documents pertaining to rights and obligations.

ARTICLE 21. AGREEMENT NOT TO COMPETE

21.1. Each Party undertakes to invest its best efforts to promote and protect the interests of the Joint Venture.

21.2. Furthermore, the Parties undertake not to develop businesses or activities which may compete directly or indirectly with those of the Joint Venture.

21.3. In the case that either Party should leave the Joint Venture, it shall continue to be bound by the obligation not to compete with the activities of the Joint Venture for a period of ......... [1, 2, 3, 5] years as from the date of its departure.

ARTICLE 22. THE TAKING OF DECISIONS

22.1. Alternative A. The agreements of the Board of Directors shall be implemented on the approval of a simple majority of its members.

Alternative B. The Parties agree that the agreements pertaining to the development of the activities of the Joint Venture shall be implemented on the approval of .......... % of the votes of the Board of Directors.

22.2. In the following cases, the unanimity of both Parties shall be required:

(a) Te change of business of the Joint Venture;(b) The definition of business strategies;(c) The appointing, dismissing and payment of administrators and managers;(d) The appointing and dismissal of auditors;(e) Any agreements and/or alliances with third Parties;(f) The approval of Annual Accounts;(g) The enlargement of Capital Stock; and(h) The ending of the Joint Venture.

ARTICLE 23. IMPASSE

23.1. With regard to the present Agreement, impasse shall be deemed to have been produced when the Parties fail to agree, particularly to the proposals submitted to the Board of Directors of the Joint Venture.

23.2. Should either Party consider that the impasse prevents the Joint Venture from achieving the objectives of its business, it shall notify the other Party and the impasse shall be referred to the regulations of disagreement set out in the present agreement.

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23.3. Should the impasse continue unresolved for a period greater than ......... [1, 2, 3, 6] months after notification, the other Party shall be entitled to terminate the Joint Venture according to the present agreement.

ARTICLE 24. RESTRICTIONS ON TRANSFER OF STOCK

24.1. Until after a period of .......... [months or years] as from the signing of the present agreement, both Parties undertake not to sell, concede or transfer under any other document, any part or the whole of their stake in the Capital Stock.

24.2. After this period, either Party wishing to commute its stake must notify in writing its wish to do so to the other Party, giving full details of the prospective buyer and the agreed priced; the other Party shall have preferential rights to acquire the stake on the same terms as the third party, having a period of ......... calendar days to communicate such decision.

24.3. Each Party shall be entitled, at any time, to pass on its stake, on condition of prior notification to the other Party with .......... [1, 2, 3] months warning, to any of its subsidiaries or companies owned by its same stockholders.

24.4. The decisions taken by the new Party to the Agreement shall be adopted by the Party which transfers its stake, with the latter taking due responsibility and giving due notification to the other Party.

24.5. Any transferral of stakes which contravenes the present agreement shall be considered null and void, and shall take no effect whatsoever.

ARTICLE 25. CHANGE IN THE CONTROL OF ONE PARTY

25.1. Each Party undertakes to notify the other immediately of any significant change in its control or ownership.

25.2. Should such change come about, the other Party shall be entitled to terminate the Joint Venture according to the provisions of the present Agreement.

ARTICLE 26. REPLACEMENT OF ONE PARTY

26.1. Either Party may inform the other in writing, giving a minimum of ......... [1, 2, 3, 6] moths warning, of its intention to be replaced by a third party. Such replacement shall be subject to the approval of the other Party.

26.2. Approval shall be granted on condition that the replaced Party grant certain conditions or guarantees.

26.3. Should the replacement be rejected, the Party requesting it shall be entitled to terminate the Joint Venture according to the provisions of the present Agreement.

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ARTICLE 27. WARNING OF TERMINATION OF JOINT VENTURE

27.1. Either Party may terminate the Joint Venture.

27.2. In cases other than default of obligations derived from the present Agreement, 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.

27.3. Should the other Party object to the termination, the provisions within the present Agreement pertaining to the resolution of disagreement shall be applied.

ARTICLE 28. TERMINATION OF JOINT VENTURE

The following shall be causes for termination of the Joint Venture:

(a) The completion of its business objective;(b) The impossibility of achieving the business objective;(c) The common agreement of both Parties;(d) The decision of one Party as a consequence of the default of obligations of the other

Party; (e) the bankruptcy or insolvency of either Party; and (f) The completion of the term of the Joint Venture.

ARTICLE 29. LIQUIDATION OF JOINT VENTURE

The Parties shall take the following measures to liquidate the Joint Venture:

(a) Finish all legal actions of the Joint Venture with third parties;(b) Sell all assets of the Joint Venture on the most favourable terms possible, and should

either Party have justified interest in the return of any particular movable or immovable property contributed, it shall be entitled to recover ownership of such contribution at its market value;

(c) Pay off all debts incurred by the Joint Venture;(d) Share the remaining working capital in proportion to the Parties’ stakes in the Capital

Stock; and(e) Assume the losses, where necessary, in proportion to the Parties’ stakes in the Capital

Stock.

ARTICLE 30. CONTINUITY OF JOINT VENTURE BY ONE PARTY

30.1. Should either Party wish to take on unilaterally the activities of the Joint Venture, it shall notify all third parties affected, and purchase the assets of the Joint Venture.

30.2. Should both parties wish to take on such activities, they shall agree on a mutually acceptable division of assets.

30.3. Should agreement to this end not be reached, the provisions within the present Agreement pertaining to the resolution of disagreement shall be applied.

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ARTICLE 31. FORCE MAJEURE

Neither Party shall be liable for default on the obligations derived from the present agreement, nor shall be bound to compensate for damages, when such default is caused by proven Force Majeure.

ARTICLE 32. PROHIBITION OF GRANTING RIGHTS OR OBLIGATIONS TO THIRD PARTIES

Neither Party shall grant the rights or obligations derived from the present agreement to any third party without written consent from the other Party.

ARTICLE 33. CONFIDENTIALITY

33.1. Each Party undertakes to treat with the utmost confidence all commercial, technical and financial information received from the other Party throughout the duration of activities related to the Joint Venture.

33.2. This obligation shall last indefinitely and beyond the ending of the Joint Venture.

ARTICLE 34. EXPENSES PRIOR TO THE ESTABLISHMENT OF THE JOINT VENTURE

34.1. The Parties shall each assume the expenses derived from the requirements of the establishment of the Joint Venture.

34.2. The costs of a Feasibility Study undertaken by a third party, with the prior agreement of both Parties, shall be deemed to be expenses of the Joint Venture, and shall therefore be repaid at the earliest opportunity after its establishment to the Party which met such costs.

ARTICLE 35. OTHER COSTS AND TAXATION

All costs payable to public authorities, and where applicable, indirect taxation derived from the present agreement, shall be met by the Parties according to the Law.

ARTICLE 36. RESOLUTION OF DISAGREEMENT

Should any disagreement arise as to the present Agreement or during the course of activities of the Joint Venture, the Parties shall endeavor 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 37. APPLICABLE LAW AND COMPETENT JURISDICTION

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

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Alternative A. legal proceedings in the Courts of .............. [insert country], and both parties agree to submit to the jurisdiction of those Courts.

Alternative B. legal proceedings in the Courts of the country of the ……..........……… [Company A or Company B] and, specifically, to those of the town/city where the ................ [Company A or Company B] has its registered offices, except if the ......................... [Company A or Company B], if it were the complainant, were to bring its claim before the Courts of the town/city where the other Party has its registered offices.

Alternative C. 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 38. LANGUAGE

The whole text of the present Agreement, 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 agreement, which is signed in ...... copies, each of which shall be considered an original.

This agreement 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 ……………, the……………, and Company B at…………., the………………..

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

________________________________ __________________________________Mr./Mrs. ............................................. Mr./Mrs. .......................................................................................................... [Title] ........................................................... [Title]

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

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ANNEX 1. CONTRIBUTIONS FROM STOCKHOLDERS(ARTICLE 7)

Party Contribution ValueShare of capital

stock

Company A

Company B

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Agreements 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 agreements 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 agreement comes into force is the one that appears in its header, as mentioned in the final paragraphs of the agreement, before signatures (This Agreement comes into force on the date written above).

In some agreements -for example in the Supply Agreement- 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 agreement (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 agreement 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 agreement (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 agreement 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 agreement 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 agreement) 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 Agreement 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 agreement is different from which is to be used for communications between the Parties during the terms of the agreement. In this case the user should include at the end of the agreement 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 agreement:- Party 1 ............................................................. [insert full address].- Party 2 .............................................................. [insert full address].

ANNEXES

The agreements 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 agreement 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 Agreement) obviously he or she is the person that has to sign the agreement.

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

Place and date of signature

Usually agreements are signed by both Parties on the same date and place. Nevertheless, in international agreements, due to physical distance, it is common that each of the Parties sign in different dates and places. This agreement 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 agreement, 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 agreement (Both Parties declare their conformity to the present agreement, which is signed in ...... copies, each of which shall be considered an original).

GENERAL RECOMMENDATIONS

The Parties must sign all pages of the agreement, 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 agreement to remove remaining paragraphs and correct any errors.

LEGAL WARNING

Depending upon your particular situation this agreement 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 agreement disclaims all warranties, whether express or implied, respecting the legal content of this agreement. For any claims arising out or in connection with the use of this agreement, Global Marketing Strategies shall be limited to a refund of the purchase price.

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