International Sales Transaction Checklist

I. Introduction: How to Use This Checklist

The increasingly borderless world in which many companies regularly conduct business can pose serious problems for commercial lawyers. Clients selling goods and services across national borders can trigger a variety of legal issues with which the lawyer will be expected to have familiarity but which may have subtleties and complexities beyond the experience of many practitioners.

Committees M and X of the International Bar Association Section on Business Law have developed this Checklist to help ease the anxiety of lawyers engaged in such transactions. The essential concept underlying the Checklist is that, when drafting contracts for the international sale of goods, each attorney will, because of the increasing convergence of applicable treaties, laws, regulations, conflicts of law principles and business practices, encounter common legal, business and financial issues, regardless of the place of sale or destination of the subject goods. Through organization and a brief description of these issues, as well as cross-referencing to relevant web-based and other source materials, the Checklist should serve as a useful tool for the drafting and negotiation of international sales contracts.

The Checklist organizes and briefly summarizes many of the topics typically encountered in an international sales transaction. The major topic headings of the Checklist are as follows:

■ Are you/your client ready to export?

■ Relationship issues such as the establishment of a franchise, distributorship, agency or vendor-vendee relationship.

■ The substantive law of sales, including the U.N. Convention on the International Sale of Goods, the U.S. Uniform Commercial Code, title retention devices and competition laws.

■ Currency and payment issues, including reference to the Anti-Money Laundering, Bribery and Corrupt Practices legislation found in relevant jurisdictions.

■ Import/export regulations, including licenses, duties, quotas and trade barriers.

■ Resales of products in target countries, including advertising restrictions, business and ethical codes, consumer protection laws, intellectual property protection and electronic commerce issues.

■ Taxes and tax treaties.

■ Arbitration and other dispute resolution matters;

■ “Soft” issues including language, cultural and business practice differences between contracting parties.

Each of these essential topics includes cross-references to substantive resources, with an emphasis on links to websites, thereby permitting the Checklist user’s efficient access to and assessment of the underlying principles for each topic. Where appropriate, specimen form documents are included, for which visitors to the Checklist website are invited to submit comments concerning alternative forms used in their respective countries.

A. Status of Checklist; contacts

The Checklist has been prepared as a quick overview and broad summary of complex, constantly changing fields of law. It is intended as a resource for practicing lawyers and not as the practice of law itself. No attempt has been made to address all special rules or the application of general rules to special circumstances. Prior to rendering advice in any of the fields covered by this chart, the user should consult then-current statutory, regulatory and decisional laws.

The Checklist is expressly contemplated to be a living, evolving document. Thus the Checklist will be regularly reviewed and updated, on a schedule to be determined by the participating committees, to reflect changes either in substantive principles or reference sources and to add comments submitted by site visitors and deemed useful for a broader audience. Visitors to this site will not be notified of changes to the Checklist, so it may prove useful to check periodically for updates. The latest update is indicated on the first page of the Checklist. For those who wish to submit proposed additions to or revisions of the Checklist, or other comments on alternative law, practices or forms in various countries, please direct them to one or both of the project co-chairs as follows:

■ For Committee M: Michael M. Sax, Sax Law Office, One University Avenue, Suite 402, Toronto, Ontario M5J 2P1, Canada, Telephone (416) 955-0300, Fax (416) 364-9880, E-mail mmsax@saxlaw.com.

■ For Committee X: Michael K. Lindsey, Paul, Hastings, Janofsky & Walker LLP, 515 South Flower Street, 25^th Floor, Los Angeles, California 90071, Telephone (213) 683-6262, Fax (213) 996-3262, E-mail michaellindsey@paulhastings.com.

B. Checklist Contributors

This Checklist has been made possible only through the generous contributions of a number of dedicated members of Committees M and X of the International Bar Association Section on Business Law. Their names and contact details are listed in Section X below. If you would like to contribute to the next update of the Checklist, furnish a specimen document for use in the Checklist or provide country-specific or other commentary or any of its components, please contact one or both of the Checklist project co-chairs identified in Section I.A above.

C. About the Sponsoring Committees

1. About Committee M

Committee M, the Committee on International Sales and Related Commercial Transactions of the Section on Business Law, focuses on legal issues fundamental to the growth and development of international commerce.

The Committee deals extensively with issues relating to international sales contracts, agency and distribution, cross-border acquisitions, warranties and financing of international sales.

In addition to reviewing the current legal position in different countries from a comparative perspective, the Committee also examines international and supranational instruments, such as the United Nations Convention on the International Sale of Goods, Incoterms and the Uniform Customs and Practice for Documentary Credits, as well as, for example, relevant instruments of the European Union and Mercosur.

The Committee also focuses on law reform in the fields of law within its scope, and since 1997 has monitored and offered suggestions in connection with the proposed Hague Convention on International Jurisdiction and the Effects of Foreign judgments in Civil and Commercial Matters.

With members practicing in all continents, the Committee M website offers an opportunity for the Committee members to participate in activities, even if they are unable to attend Committee sessions at annual conferences or ad hoc seminars. With developments in international commerce occurring at an ever faster pace, posing new or what may appear to be new legal problems, the Committee M officers very much hope that the Committee’s website will become a forum for lawyers practising international sales law to exchange views on topics of practical interest.

Click here to access Committee M's website.

2. About Committee X

Committee X, the International Franchising Committee of the Section on Business Law, focuses on the law and business of international franchising. Committee interests include:

■ competition law principles;

■ cross-border sales and licensing issues;

■ the business forms employed; and

■ trademark and intellectual property protections required to assure franchising success.

The Committee has served and continues to play an educational role for the legal profession, judiciary and legislators, and enables members to examine and comment upon legislative and regulatory proposals affecting international franchising. Through the Committee's regular Newsletter, International Franchising, Committee members are kept up to date on legal developments, seminars and publications of interest around the world.

The Committee regularly conducts seminars in its interest areas, both as part of the annual IBA and SBL meetings and separately, in an annual program held in Washington, D.C., and in periodic stand-alone conferences. The Committee has also published International Franchising: Commonly Used Terms Volume I, a compendium of commonly used terms in franchising. Other publications are in development. Through the Committee's list serve, Committee members throughout the world can pose or respond to questions of common interest to franchise lawyers. Thus, Committee X provides abundant involvement and educational opportunities for lawyers involved in the global phenomenon that is franchising.

Click here to access Committee X's website.

II. Are you/your clients ready to export?

While exporting (which for the purposes of this Checklist includes all forms of relationships described below) holds substantial economic promise for most companies, the international counselor should carefully advise his or her client to consider if it is ready to take on the challenges and demands associated with international transactions for the sale of goods or services. Exporting may not be an option for clients that cannot carry on their domestic business profitably and are limited to utilizing their already taxed financial and human resource capabilities. This section and related links will provide you and your clients with tools that will assist you to counsel them to identify their readiness, advise on how to acquire export skills, assess the competitiveness of their products or services in the new market, define clear objectives in their export plan, and help your clients decide on the legal relationship they will require to carry out their objectives.

http://www.ibanet.org/general/FindDocuments.asp > (last visited April 2, 2003) is the general IBA Reading Room link. It may be useful to help locate specific articles written by members of various sections, which have not been linked in this Checklist for reasons of brevity and not necessarily preference.

A. Preparing to export goods, services or intellectual property

Several government agencies and other entities have published useful overviews or checklists of the issues to be considered in preparing to export. These include:

■ http://exportsource.ca/index_e.cfm. > (last visited April 2, 2003) This site also includes a step by step guide to exporting at http://exportsource.gc.ca/pdf/step_e.pdf > (last visited April 2, 2003) http://strategis.ic.gc.ca/SSG/sc01304e.html > (last visited April 2, 2003)

■ http://www.sba.gov/oit/info/Guide-To-Exporting/ > (last visited April 2, 2003) (U.S. Small Business Administration guide)

■ http://www.export.org.uk/ and http://www.international-trade.org.uk/. > (last visited April 2, 2003) This site provides overseas market information; access to trade finance advice; downloadable international trade education and training material; online travel advice services; assistance with technical and documentation problems and the UK's most comprehensive database of international trade information and tested global links.

■ http://www.tradepartners.gov.uk > (last visited April 2, 2003) - this incredibly useful website is maintained by the UK government and specifically deals with assisting businesses to export. Prospective exporters can use the site to searching by country for which more information is desired, business sector in which the exporter is involved or by subjects, which are all found under the general branch of exporting.

■ http://www.unzco.com/basicguide/toc.html. > (last visited April 2, 2003) This site provides a basic guide to exporting with links to other resources.

■ For a list of the benefits and challenges of exporting see http://exportsource.ca/heading_e.cfm?HDG_ID=8 > (last visited April 2, 2003)

Country-specific information may be difficult to find, but the web has made the challenge of locating such information much more feasible. The following sites, for example, offer helpful information links on a number of countries:

■ http://exportsource.ca/heading_e.cfm?HDG_ID=65 > (last visited April 2, 2003)

■ http://strategis.ic.gc.ca/sc_mrkti/ibin/compare.html > (last visited April 2, 2003)

■ http://www.findlaw.com/12international/countries/index.html > (last visited April 2, 2003)

An Industry Canada guide designed to help the exporter develop a better understanding of how cross cultural differences can impact the effectiveness of its marketing efforts and its foreign relationships can be found at http://strategis.ic.gc.ca/SSG/sc01685e.html?he=y > (last visited April 2, 2003)

In South Africa, the Department of Trade and Industry has a website which provides a potential exporter with assistance on a wide range of matters - http://www.thedti.gov.za/exporting/learntoexport.html. > (last visited April 2, 2003) See also http://www.tradeworld.net > (last visited April 2, 2003) for a comprehensive export help system.

B. Suggestions to Businesspersons on visit to the export market

Companies considering export sales for the first time or to a new jurisdiction should be encouraged, before any relationship with a foreign representative is entered or any transaction takes place, to visit the subject country or countries to assess the markets as well as their local contacts. Some care should be devoted to the object of the visit to the export market, planning the visit, preparing checklists and materials (samples, sales and marketing, promotional, multilingual cards and other material), bringing gifts, cultural issues, negotiation styles, requisite documentation and travel requirements. These and other issues are surveyed at http://www.unzco.com/basicguide/c14.html. > (last visited April 2, 2003)

Before actually visiting the country, the company planning to export should compile a briefing book or similar resource for all of its personnel surveying the planned country or region as well as information on the available markets in that country or region. Much valuable information of this sort is available on the web, including the following:

■ http://www.intracen.org/menus/countries.htm > (last visited April 2, 2003) – International Trade Center: Trade Information Index provides links to national trade support institutions and country-specific business information.

■ http://strategis.ic.gc.ca/SSG/bi18354e.html > (last visited April 2, 2003) – Service Provided by Industry Canada: Create Your Own Market Research Report International Business Practices.

Information about the European Union and its members can be found on several sites, including:

■ http://mkaccdb.eu.int/ > (last visited April 2, 2003) - the EU Market Access Database

http://www.eurofound.ie/emire/emire.html > (last visited April 2, 2003)- The Empire database,

the online version of the European Employment and Industrial Relations Glossaries, which explain the national industrial relations systems of the EU member states through their terminology. This includes such important terms as “agent” and “bankruptcy,” terms, which are vital in understanding, and penetrating EU markets.

■ http://www.obcebdbh.be/menu/menuie.html?ver=en >(last visited April 2, 2003) - website of the Belgian Foreign Trade Board.

■ http://www.newbusiness.be/3_loso.htm >(last visited April 2, 2003) - a summary of legal options for sales operations in Belgium, including agency, distribution and franchise relationships. Other information at this site includes a summary of the tax and legal aspects of setting up a company in Belgium.

■ http://www.germany-info.org/relaunch/index.html >(last visited April 2, 2003)- general information about Germany and its markets, published by the German embassy in Washington, D.C.

■ http://www.ixpos.de/en/en.html >(last visited April 2, 2003)- the German Business Portal, providing a method for locating trade contacts and business partners in Germany as well as a summary of the tools, services and information that various government and semi-independent players in Germany provide.

■ http://www.bfai.com/?uid=3831a9c3a823a15c9051af74d4e70596&id=home >(last visited April 2, 2003)- the German Office for Foreign Trade website, providing economic, tax, customs and other information along with a free database of potential German business partners.

■ http://www.amcham.de/ >(last visited April 2, 2003)- website of the American Chamber of Commerce in Germany offering a wealth of information, including, at its Info Center, market research and information on forming a company in Germany.

C. Financing the export program

Several governments offer assistance to companies desiring to enter the export market. For example, the website http://198.103.104.42/pemd/menu-e.asp >(last visited April 2, 2003) describes the Program for Export Market Development offering assistance to Canadian companies who wish to export and have a 1 – 2 year plan. The program provides assistance on the basis of a company's one-year (or in some special instances, two-year) international marketing plan. Eligible costs include market visits, incoming buyers, trade fair participation abroad, product testing for market certification, legal fees for marketing agreements incurred abroad, air transportation costs for off-shore company trainees, product demonstration costs and other costs necessary to execute the marketing plan.

Annual contribution per application is a minimum of $5,000 and a maximum of $50,000. The contribution is repayable based on four percent of incremental export sales in the target market over a four-year period. For first time exporters there is also a maximum contribution of $7,500 available to such companies for either a market identification visit or participation at an international trade fair. The contribution is repayable at four percent of any export sales in the target market over the next two years.

U.S. companies get assistance from the U.S. Small Business Administration, whose program is described at http://www.sba.gov/oit/export/index.html. > (last visited April 2, 2003) Finding overseas markets, dealing with the initial complexities of exporting, and financing export sales are some of the challenges facing smaller firms seeking to participate in international trade. To help them meet these challenges, the U.S. Small Business Administration offers aid to current and potential small exporters through two major programs: business development assistance and financial assistance.

Other comparable web sources from other countries include the following:

■ http://www.bmf.gv.at/finanzmarkt/_start.htm > (last visited April 2, 2003) – the Austrian Federal Ministry of Finance

■ http://www.ixpos.de/en/en.html > (last visited April 2, 2003) – the German Business Portal.

■ http://www.eda.admin.ch/sub_ecfin/e/home/docus/financ.html > (last visited April 2, 2003) – the Economic and Financial Affairs Division of the Swiss Federal Department of Foreign Affairs.

III. Relationship issues

Successful exporting depends on many factors. If you are a manufacturer, you need an effective way to deliver your goods to your target market and to distribute them. This may involve direct selling (as mentioned below), using intermediaries, licensing or partnering/joint venturing. If you plan to export services, you need a mechanism to help you secure and manage contracts in the market, which usually calls for some form of local presence.

Identifying the characteristics and regulations of your target market will help you decide which entry strategy to pursue. For example, for relatively accessible markets, direct selling may be a viable option. For markets with cultural differences, complex local business practices and unfamiliar legal environments, it may be better to find a local partner (and the term is used here in describing any of the following relationships and not as a form of legal entity). Although designed as a major international project partnership selection checklist, http://exportsource.ca/heading_e.cfm?HDG_ID=93 > (last visited April 2, 2003) is a good checklist for your clients to use if they seek out a local “partner.” (The word partner may not be entirely accurate even in the loosest sense as many jurisdictions, particularly in some of the EU countries, may characterize the relationship as close to an employer/employee relationship, as further noted in Section III.B below.)

Any relationship agreements or practices should be considered in light of the relevant competition/anti-trust provisions of the applicable jurisdiction, as well as the jurisdiction’s laws applicable to the commencement of franchise and similar arrangements. Links to such laws are found below in Sections IV.D and III.D, respectively. The potential forms of relationship with offshore representatives, ranging from commission agent or commercial agent to importer/distributor, are discussed below.

A. Vendor-vendee

If an exporter can afford it, from both a time and money standpoint, it may be interested in establishing its own presence in foreign countries. This alternative would eliminate many of the relationship issues discussed in this section, unless the exporter engages in multi-level marketing or franchising in the export market, in which case a number of additional issues would be raised. (See Section III.D below.) Direct selling without a physical presence is an alternative method of market penetration where the exporter is ready, willing and able to achieve its goal. Internet direct sales may raise other issues, as noted in Section VII.G below.

See http://guides.library.fullerton.edu/business/topics/marketing.htm#DirectMarketing > (last visited April 2, 2003) for a California State University, Pollak Library Research Guide to Business Resources bibliography consisting of links to various direct international marketing and international resources.

B. Agent

A commission agent or commercial agent sells on behalf of an exporter or principal goods or services originating from the exporter or principal, and receives a commission on sales in compensation for such efforts. The commercial agent can be paid a fixed fee, a retainer, a commission or a combination of all three. The principal appoints the agent to sell goods or services in a designated territory, to solicit orders and inquiries in that territory and generally to promote the sale of the goods or services in accordance with the terms, provisions and conditions of a written or verbal agreement. Legally binding sales transactions are typically subject to the principal’s acceptance (and therefore a direct contractual link between the principal and the customer) but this acceptance process may be modified by the by the terms of the principal/agent agency agreement. The exporter will generally ship goods directly to the customer (an agent does not take ownership of goods), the customer will pay according to agreed terms directly to the exporter and the exporter will bear the risk of payment.

It is important to have a clearly defined agreement between the exporter and its agent setting out the relationship and its limitations, and the relationship should be monitored carefully to verify that the agent does not have actual or apparent authority greater than provided for in the parties’ agreement. Local laws may govern the relationship; whether the agent is paid a salary, a retainer, a commission or a combination of all three; and the circumstances that will permit termination of the parties’ relationship as well as the compensation that must be paid by the principal to the agent upon any such termination. Local laws may even characterize the parties’ relationship as something else, and therefore it is important to obtain advice from local counsel prior to entering into any such arrangement.

Useful websites to review prior to the initiation of a commercial agent relationship include the following:

■ http://www.unidroit.org/english/conventions/c-ag.htm > (last visited April 2, 2003) - Unidroit Convention on Agency in the International Sale of Goods (17 Feb 1983)

■ http://www.jus.uio.no/lm/hcpil.applicable.law.agency.convention.1978/index.html > (last visited April 2, 2003) - Convention on The Law Applicable to Agency, The Hague, 14 March 1978

■ http://www.jus.uio.no/lm/un.minimum.standards.shipping.agents.convention.1988/index.html - United Nations (UNCTAD) Minimum Standards For Shipping Agents (1988)

■ http://www.unidroit.org/english/conventions/c-fact.htm > (last visited April 2, 2003) - Unidroit Convention on International Factoring (28 May 1988)

■ http://www.hg.org/corp.html > (last visited April 2, 2003) – Hieros Gamos: Agency

■ http://europa.eu.int/scadplus/leg/en/lvb/l23024.htm > (last visited April 2, 2003) - EC Council Directive 86/653 on the co-ordination of the laws of member states relating to self-employed commercial agents. Each member state was required to implement this directive, but note that the concept and calculation of compensation arising out of the termination of an agency relationship are treated quite differently in the various member states’ national legislation.

■ http://www.hmso.gov.uk/si/si1993/Uksi_19933053_en_1.htm > (last visited April 2, 2003) - The UK Commercial Agents (Council Directive) Regulations 1993, as amended, which govern the relations between commercial agents and their principals in the UK. These Regulations implement EC Council Directive 86/653. Among other things, the Regulations provide for the indemnification or compensation of a commercial agent following termination of the agency relationship.

■ http://www.frenchlaw.com/agents_distributors.htm > (last visited April 2, 2003) - a brief summary of the different treatment of agents and distributors under French law.

■ http://www.jura.au.dk/ip2001/reports/hamburg.pdf > (last visited April 2, 2003) - a discussion of commercial agency contracts under German law.

■ http://www.jura.au.dk/ip2001/reports/spain.pdf > (last visited April 2, 2003) - discusses the treatment of agency, distributor and sales representative agreements under Spanish law.

C. Distributor

An importer/distributor relationship is one in which the local representative imports goods for resale to customers in the chain of distribution (retailers or end users) in a specified territory. The difference between a distributor and a commercial agent, discussed in Section II.C above, is that a distributor is independent (not an agent of the exporter/principal) and a distributor typically takes ownership of the goods shipped to the export market and pays the exporter for them. An importer/distributor will generally purchase goods from the exporter upon terms set out in the parties’ distribution agreement at a wholesale price and resell it at a mark-up. A distributor usually carries stock and offers after-sales service in the specified territory. The exporter generally has no direct contact or contract with the customers in the distribution chain in the distributor’s territory. It may provide warranty policies that are set by the exporter and fulfill those policies in accordance with local laws.

The contractual arrangement between the exporter and distributor may grant the distributor the right to market goods or services under the exporter’s trade names or marks and the right to exploit other intellectual property of the exporter. An example of a thorough distribution agreement is found in Section XII below. Local laws may govern the relationship and prescribe whether the relationship may be characterized as something else. Accordingly, it is prudent to utilize local counsel in structuring such a relationship.

Websites providing a useful overview of distribution arrangements and law include the following:

■ http://tradelinks.wfta.org/index.asp?category_id=7768&language=en&parentcategory_id=2 > (last visited April 2, 2003) - American Chambers of Commerce Abroad

■ http://www.worldchambers.com > (last visited April 2, 2003) – World Chambers Network

■ http://www.hg.org/commerc.html > (last visited April 2, 2003) - Hieros Gamos: Distributorship.

D. Franchise

Franchising is a method of distributing products or services. At least two levels of people are involved in the franchise system: (1) the franchisor, which licenses its trademark or trade name and a business system; and (2) the franchisee, which pays a royalty and often an initial fee for the right to do business under the franchisor's name and system. Frequently, particularly in the international expansion of a franchised system, a third level participant is involved. That third level participant is generally referred to as a master franchisee or area developer. That person obtains the right to open and operate franchises in a specified country or countries, and to license others to do so. Technically, the contract binding the parties in any of these relationships is the “franchise,” but that term is also often used to mean the actual business that the franchisee operates. http://www.franchise.org/resourcectr/faq/q1.asp > (last visited April 2, 2003)

Franchise relationships may be subject to pre-sale disclosure and/or registration requirements, and may also be subject to restrictions on the right of the franchisor to terminate the parties’ relationship or to refuse to renew the relationship upon expiration of the stated term of the parties’ agreement. A summary of the countries and provinces or states that currently regulate some aspect of franchising may be found at http://www.unidroit.org/english/franchising/annex.htm. > (last visited April 2, 2003) Additional regulation of this form of relationship may be expected, as the International Institute for the Unification of Private Law, also known as UNIDROIT, recently approved a Draft Model Franchise Disclosure Law on which the organization’s Committee of Governmental Experts had been working for several years. The text of the model law and related commentary may be found at http://www.unidroit.org/english/franchising/modellaw/main.htm. > (last visited April 2, 2003)

There are many useful websites devoted to franchising and the legal regulation of this form of relationship, including the following:

■ http://www.ibanet.org/general/CommHome.asp?section=SBL&Committee=SBL-X > (last visited April 2, 2003) - IBA International Franchising Committee

■ http://www.franchise.org > (last visited April 2, 2003) - International Franchise Association

■ http://www.abanet.org/forums/franchising/home.html > (last visited April 2, 2003) - American Bar Association Forum on Franchising. In 2001 this organization published a useful book entitled Fundamentals of International Franchising, and its overview Fundamentals of Franchising book also devotes attention to this subject. See http://www.abanet.org/webapp/wcs/stores/servlet/ProductDisplay?storeId=10251&productId=-17319&categoryId=-3655> (last visited April 2, 2003)

■ http://www.unidroit.org/english/publications/franchising/main.htm > (last visited April 2, 2003) - The UNIDROIT Guide to International Master Franchise Arrangements

■ http://www.ftc.gov/bcp/franchise/netfran.htm > (last visited April 2, 2003) - U.S. Federal Trade Commission: Franchise and Business Opportunities trade regulation rule

■ http://www.ftc.gov/bcp/menu-fran.htm > (last visited April 2, 2003) – U.S. Federal Trade Commission: Franchise & Business Opportunities, Consumer Information.

■ http://www.ftc.gov/bcp/franchise/netdiscl.htm > (last visited April 2, 2003) - List of U.S. State offices administering franchise disclosure and/or registration laws.

■ http://bsa.cbsc.org/gol/bsa/interface.nsf/engdoc/1.2.2.html> (last visited April 2, 2003) - Canadian Business Service Centres (a federal, provincial, local, academic and private sector information and assistance cooperative) provides valuable links on Franchising, General Information Guides.

■ http://www.british-franchise.org.uk/ > (last visited April 2, 2003) - this site is the home of the British Franchise Association, the only organization in the UK that is dedicated to the promotion and regulation of the franchise industry

E. Licensing

Licensing of intellectual property rights occurs when the owner (the licensor) of intellectual property rights (copyright, know-how, trade secrets, trademarks or patents) in goods, software or other products or services grants written permission to another party (the licensee) to use, manufacture, market, sell and/or otherwise exploit the intellectual property in an identified territory, for a defined usage and time period. If the goods are not patentable or there has been no registration of other statutory intellectual property rights, then what may be licensed is a trade secret or know-how. An example is Coca-Cola, which may license its secret formula to international bottlers where it controls the manufacturing process in the export markets although it does not actually do the manufacturing itself.

As noted above, an exporter may license some rights to a distributor or franchisee, and a licensing relationship may result from other forms of agreement between an exporter and a third party operating in the country to which goods or services are exported.

For links to various papers (which are available for a fee) on the licensing relationship see the following sites:

■ http://www.ibanet.org/general/PaperDetails.asp?ID=MB75&Section=GEN&Committee > (last visited April 2, 2003)

■ http://www.ibanet.org/general/PaperDetails.asp?ID=MB170&Section=GEN&Committee> (last visited April 2, 2003)

■ http://www.ibanet.org/general/PaperDetails.asp?ID=MB149&Section=GEN&Committee> (last visited April 2, 2003)

■ http://www.ibanet.org/general/PaperDetails.asp?ID=TV5&Section=GEN&Committee> (last visited April 2, 2003)

Links to other useful websites related to intellectual property licensing may be found at http://www.hg.org/intell.html. > (last visited April 2, 2003)

F. Partnering/Joint Venturing (a “JV”)

From an international point of view, a JV is merely a form of business relationship carried on in one state between parties from two or more different states whereby the parties have determined that they should share risk, pool their respective technology and know-how, and complement their resources (e.g., products, real and/or intellectual property, money, warehousing and manufacturing facilities, etc.) in order to satisfy mutual needs to access markets with new goods/services and reduce future competition. In some jurisdictions, and particularly some emerging markets, the legal regime often dictates that the only vehicle a foreign national may use to enter the market is a joint venture with a local “partner. This was true in transitional economies. In addition to “deal” issues in any joint venture relationship, complex issues of corporate, tax and competition law may arise. Accordingly, local counsel should be solicited in structuring any such relationship.

There are few websites devoted to the discussion and assessment of issues involved in the formation and operation of joint ventures. Several useful treatises are available, and the following websites also provide some information that is useful in this area:

■ http://www.novexcn.com/joint_venture_main.html > (last visited April 2, 2003) - Link to JV laws in China , Viet Nam, and other countries

■ http://www.swiggartagin.com/aigc/tic33.html > (last visited April 2, 2003) - International Sales and Joint Ventures, Article from Association of Independent General Counsel

■ http://pachome1.pacific.net.sg/~chanpal/article5.htm > (last visited April 2, 2003) - Key Factors in an International Joint Venture Agreement

G. Collateral Issues

1. Local Counsel

Your client may need to locate several different lawyers with expertise in any of the above relationships, and the topics that will be discussed below including compliance issues, taxes, corporate structure, competition rules, local licensing, etc. Information obtained from afar can be confusing and occasionally contradictory, particularly in areas where trading rules and local laws may differ from the exporter’s home (EU, NAFTA) or where the laws are in a state of flux. As the exporter’s domestic lawyer, it is important for you to be involved early in the capacity as legal coordinator to maintain a consistency of concerns as your client moves or trades around the globe. Important in any relationship with foreign counsel are the scope of the engagement and who will be directly responsible for foreign counsel charges, i.e., does the foreign counsel invoice the referring lawyer or the client directly? This should be clarified at the outset to avoid potential confusion and embarrassment at a later date.

2. Immigration

If your client will be conducting direct sales or sending key employees for indefinite periods of time to export markets to establish or monitor any of the above relationships it will be necessary to investigate and obtain the necessary business visas and permits for these personnel. It will also be necessary to understand the local employment regulations and personal income tax that may affect these employees as they work in this jurisdiction.

The Immigration & Nationality Law Committee of the IBA’s Section on Legal Practice, whose website is http://www.ibanet.org/general/CommHome.asp?pubtype=paper&Section=SLP&Committee=SLP-14 > (last visited April 2, 2003), regularly conducts programs and has published a number of papers applicable to such issues. The Committee’s paper on “The International Transfer and Employment of Executives, Managers and Those with Specialized Knowledge to Canada - Mastering the Exemptions,” is available (for a fee) at http://www.ibanet.org/general/PaperDetails.asp?ID=AA87&Section=SLP&Committee=SLP-14. > (last visited April 2, 2003) The Taxes Committee of the IBA’s Section on Business Law, whose website is located at http://www.ibanet.org/general/CommHome.asp?section=SBL&Committee=SBL-N > (last visited April 2, 2003) regularly deals with the issues of taxation of domestic personnel working abroad. Several papers from a Committee program on “Migrating Executives and Key Employees: Compensation and Benefit Plan Considerations” are available (for a fee) in the IBA’s Reading Room at http://www.ibanet.org/general/FindDocuments.asp. > (last visited April 2, 2003)

Other useful websites in this area include the following:

■ http://www.law.cornell.edu/topics/immigration.html > (last visited April 2, 2003) - An overview of U.S. immigration law with useful links to other resources

■ http://www.findlaw.com/01topics/20immigration/sites.html > (last visited April 2, 2003) - List of links to immigration and naturalization websites in the U.S. and various other countries

■ http://www.ind.homeoffice.gov.uk/ > (last visited April 2, 2003) - U.K. Immigration and Nationality Directorate

■ http://www.ein.org.uk/ > (last visited April 2, 2003) - Electronic Immigration Network

IV. Substantive law of sales

A. Convention on the International Sale of Goods

In an effort to create some uniformity in the rules relating to contracts for the sale of goods, the United Nations Commission on International Trade Law, established in 1965 by the UN, drafted the Convention on Contracts for the International Sale of Goods (“CISG”) which was adopted by the signatory countries and came into force on January 1, 1988. According to at least one source, the CISG now provides the legal underpinning for two-thirds of all world trade. http://joe.law.pace.edu/> (last visited April 2, 2003)

The subject matter of the CISG is complex, and we recommend that you read the actual text in the language of your choice. However, please note that the CISG applies only to the formation of commercial contracts (with some exceptions in Article 2), whether oral or written, for the sale of goods which are manufactured or produced (and not predominantly services) between contracting parties (1) whose place of business (regardless of the contracting parties nationality) are in different States and (2) whose country where they carry on business has ratified the CISG. It also applies to the rights and obligations of the seller and buyer arising from any such contract. The CISG is not concerned with the validity of the contract or the effect that the contract may have in the property in the goods sold. It does not cover product liability. Notwithstanding the application of the CISG, it is possible that parties may still designate the application of the law of a particular State in their agreement and thus avoid the application of the CISG or derogate from the effect of any of its provisions (Article 6). Further, note that when exporting to Denmark, Finland, Norway or Sweden, those countries have declared the CISG is not to apply to the formation of contracts where the parties to a sale have their places of business in any of those countries.

The following are among the many useful websites devoted to CISG issues:

■ http://fletcher.tufts.edu/multi/texts/BH775.txt > (last visited April 2, 2003) - United Nations Convention on Contracts for the International Sale of Goods (11 Apr 1980)

■ http://cisgw3.law.pace.edu/cisg/text/text.html > (last visited April 2, 2003) – Texts of CISG in different languages and http://cisgw3.law.pace.edu/cisg/countries/entries.html > (last visited April 2, 2003) for a list of Contracting States

■ http://fletcher.tufts.edu/multi/texts/BH784.txt > (last visited April 2, 2003) - Convention on the Law Applicable to Contract Obligations (19 Jun 1980)

■ http://www.uncitral.org/english/texts/sales/limit-conv.htm > (last visited April 2, 2003) - Convention on the Limitation Period in the International Sale of Goods (New York 1974)

■ http://www.uncitral.org/english/status/status-e.htm > (last visited April 2, 2003) - Status of UNCITRAL Conventions and Model Laws

■ http://www.jura.uni-freiburg.de/ipr1/cisg > (last visited April 2, 2003) - The CISG online website provides texts, bibliographic references and German case law on the CISG

■ http://www.cisg.law.pace.edu > (last visited April 2, 2003) - The Pace University School of Law database on the CISG and International Commercial Law

■ http://www.cisg.law.pace.edu/cisg/text/antecedents.html > (last visited April 2, 2003) - Antecedents to the CISG.

■ http://www.uncitral.org/english/clout/index.htm > (last visited April 2, 2003) - Case Law on UNCITRAL Texts (CLOUT).

■ http://www.unidroit.org/english/principles/pr-main.htm > (last visited April 2, 2003) - UNIDROIT Principles of International Commercial Contracts.

B. Key country laws (e.g., U.S. Uniform Commercial Code)

Many countries have their own laws dealing with commercial issues. Notable among those is the United States’ Uniform Commercial Code (UCC), originally adopted by the National Conference of Commissioners on Uniform State Laws and the American Law Institute, and then accepted substantially unchanged as statutory law in all 50 states and the Virgin Islands. An overview of the UCC, together with the full text of the law, is found at http://www.law.cornell.edu/topics/commercial.html.> (last visited April 2, 2003)

Other useful websites include the following:

■ http://www.law.nyu.edu/library/foreign_intl/civiljuris.html > (last visited April 2, 2003)– N.Y. School of Law Library: Civil Codes, Civil Procedure and Jurisprudence.

■ http://www4.law.cornell.edu/cgi-bin/empower?DB=ucc > (last visited April 2, 2003)– Search Uniform Commercial Code. Cornell Law School, Legal Information Institute.

■ http://www.iuscomp.org/gla/ > (last visited April 2, 2003)- German Law Archive, which includes the text of the 2002 Law of Obligations contained in the German Civil Code.

C. Title retention/security interest laws

To provide some security for the promised payment for goods shipped in a sales transaction, the seller (exporter), if not paid immediately or by a letter of credit, may seek to retain title to the goods or to obtain some other form of security interest. A security interest in such a transaction arises when the purchaser of the goods agrees that the seller/exporter (the secured party) may take the goods or other identified collateral owned by the purchaser if payment for the goods is not made as provided for in the parties’ agreement. A security interest also provides the exporter with some assurance that if the purchaser should become insolvent or go bankrupt, the exporter may still be able to recover the amount owed by the purchaser by taking possession of the goods or other collateral.

In the United States, Article 9 of the Uniform Commercial Code governs security interests in personal property such as goods. http://www.law.cornell.edu/ucc/9/overview.html. > (last visited April 2, 2003) As noted above, the UCC has been adopted with some modifications by every state in the United States.

Useful sites discussing the concept of secured transactions and related issues include the following”

■ http://www.uncitral.org/en-index.htm > (last visited April 2, 2003) – UNCITRAL Working Group VI: Security interests.

■ http://www.jus.uio.no/lm/private.international.commercial.law/insurance.html > (last visited April 2, 2003) – Lex Mercatoria: Private International Commerce Law: Insurance.

D. Antitrust/unfair competition laws

Individual country or regional (e.g., European Union) competition laws may dictate the nature of the contractual provisions that can be included in an international sales agreement. For example, restrictions on the prices that may be charged by a reseller of products, the territory that the reseller may sell in, the other (i.e., competitive) goods that the reseller may carry during the term of the parties’ relationship and other similar provisions may be subject to challenge under one or more of such competition laws.

The world’s leading competition law resource is the International Bar Association’s Global Competition Forum, which has links to the most current versions of the world's competition laws, direct links to national competition authorities and international organisations, and articles, speeches, and commentary by world-renowned experts in competition law enforcement, regulation and reform.
http://www.globalcompetitionforum.org/> (last visited April 2, 2003)

Additional resources are available at a number of websites around the world, including the following:

■ http://www.europa.eu.int/comm/competition/index_en.html > (last visited April 2, 2003) - Directorate-General IV: Competition European Commission

■ http://www.antitrustinstitute.org > (last visited April 2, 2003) - American Antitrust Institute (AAI)

■ http://www.unctad.org/en/subsites/cpolicy/index.htm > (last visited April 2, 2003) – UNCTAD Competition Policies Portal

■ http://www.apeccp.org.tw > (last visited April 2, 2003) - Asian-Pacific Economic Cooperation (APEC) Competition Policy and Law Database

■ http://www.antitrust.org > (last visited April 2, 2003) - Project linking antitrust case documents, enforcement guidelines and speeches, economic bibliographies, and current antitrust issues in the news

■ http://www.hg.org/antitrust.html > (last visited April 2, 2003) – Hieros Gamos: Antitrust/Unfair competition section

■ http://www.efta.int/structure/SURV/efta-srv.asp > (last visited April 2, 2003) - European Free Trade Association EFTA Surveillance Authority

■ http://www.oecd.org/oecd/pages/home/displaygeneral/0,3380,EN-home-71-3-no-no-no,FF.html > (last visited April 2, 2003) - Organization for Economic Cooperation and Development (OECD) Competition Police and Law Division

■ http://www.oas.org > (last visited April 2, 2003) - Organization of American States (OAS) Trade Unit

■ http://www.wto.org/english/tratop_e/comp_e/comp_e.htm > (last visited April 2, 2003) - Competition policy and the World Trade Organization

■ http://www.oecd.org/oecd/pages/home/displaygeneral/0,3380,EN-home-368-nodirectorate-no-no-no-24,FF.html > (last visited April 2, 2003) – OECD - Trade and Competition

■ http://www.oecd.org/oecd/pages/home/displaygeneral/0,3380,EN-home-71-3-no-no-no,FF.html > (last visited April 2, 2003) – OECD - Competition Law and Policy.

■ http://www.usdoj.gov/atr/index.html > (last visited April 2, 2003) - U.S. Department of Justice: Antitrust Division

■ http://www.ftc.gov/ftc/antitrust.htm > (last visited April 2, 2003) - U.S. Federal Trade Commission: Antitrust/Competition, Washington, D.C.

■ http://www.usdoj.gov/atr/public/guidelines/internat.html> (last visited April 2, 2003) - Antitrust Enforcement Guidelines for International Operations - The U.S. Department of Justice and the Federal Trade Commission jointly issued this enforcement policy statement in 1995

■ http://www.clubi.ie/competition/compframesite/WorldsBiggestAntiTrustSitesList.html > (last visited April 2, 2003) - the self-described World's Biggest Competition, Anti-trust and Regulatory Sites List

■ http://www.unctad.org/en/subsites/cpolicy/english/nat-compaut.htm > (last visited April 2, 2003) - UNCTAD's Directory of National Competition Authorities

■ http://www.antitrustcases.com > (last visited April 2, 2003) - The Antitrust Case Browser

V. Currency and payment issues

A. Currency for payment

Typically the parties to an export transaction will specify the currency for payment of invoices for the goods or services delivered by the exporting company. See, e.g., Section 6.3 of the specimen document in Section XII below; and http://www.cdnpay.ca/eng/rules/rules-e.htm > (last visited April 2, 2003) – Canadian Payments Association.

B. Payment mechanisms

There are many useful websites dealing with the parties’ desired payment mechanism, including the following:

■ http://www.ykl.co.kr/eng/logis/ucp.html > (last visited April 3, 2003) - UCP 500 1993 Uniform Customs and Practices for Documentary Credits 1993.

■ http://www.regionline.dp.ua/store/ucp500.htm > (last visited April 3, 2003) - UCP 500 1993 Uniform Customs and Practices for Documentary Credits 1993. Russian version.

■ http://www.miripravo.ru/laws/finance/standby_e.html > (last visited April 3, 2003) - UN Convention on Independent Guarantees and Stand-by Letters of Credit (New-York, 1996).

■ http://www.jus.uio.no/lm/bills.of.exchange.and.promissory.notes.convention.1930/index.html > (last visited April 3, 2003) - Convention Providing a Uniform Law For Bills of Exchange and Promissory Notes (Geneva, 1930) The League of Nations.

■ http://www.jus.uio.no/lm/un.credit.transfers.model.law.1992/index.html > (last visited April 3, 2003) - UNCITRAL Model Law On International Credit Transfers, 1992.

■ http://www.jus.uio.no/lm/un.bills.of.exchange.and.promissory.notes.convention.1988/index.html > (last visited April 3, 2003) - UNCITRAL Convention on International Bills of Exchange and International Promissory Notes, 1988.

■ http://www.miripravo.ru/laws/finance/factor_ottawa_e.html - Unidroit Convention on International Factoring (Ottawa, 28 May 1988).

■ http://www.miripravo.ru/laws/finance/leas_ottawa_e.htm - Unidroit Convention on International Financial Leasing (20 May 1988).

■ http://www.miripravo.ru/laws/finance/veksel_geneva_e.html > (last visited April 3, 2003) - Convention Providing a Uniform Law For Bills of Exchange and Promissory Notes (Geneva, 1930, The League of Nations).

■ http://www.itds.treas.gov/methodofpayment.html > (last visited April 3, 2003) – ITDS: Methods of Payment for International Transactions.

C. Financing Exports

In addition to the resources described in Section II.B above, several countries offer services and financing for exporters. For example, Export Development Canada provides exporters with financing, insurance and bonding services as well as foreign market expertise. EDC provides export financing and indirect loans to buyers of Canadian capital goods and services. http://www.edc.ca/> (last visited April 3, 2003)

The Export-Import Bank of the United States (Ex-Im Bank) is an independent U.S. Government agency that helps finance the overseas sales of U.S. goods and services. In 65 years, Ex-Im Bank has supported more than $300 billion in U.S. exports. Ex-Im Bank's mission is to create jobs through exports. It provides guarantees of working capital loans for U.S. exporters, guarantees the repayment of loans or makes loans to foreign purchasers of U.S. goods and services. Ex-Im Bank also provides credit insurance that protects U.S. exporters against the risks of non-payment by foreign buyers for political or commercial reasons. Ex-Im Bank does not compete with commercial lenders, but assumes the risks they cannot accept. It must always conclude that there is reasonable assurance of repayment on every transaction financed. http://www.exim.gov/> (last visited April 3, 2003)

D. Special issue (Corruption)

Led by the OECD and the U.S. (see Section V.D.1 below), several countries have adopted laws and regulations dealing with the issues of bribery and corruption in international business transactions. The website of Transparency International, the global coalition against corruption, may be found at http://www.transparency.org. > (last visited April 3, 2003) Among other things, this site includes TI’s annual Global Corruption Report. http://www.globalcorruptionreport.org/> (last visited April 3, 2003)

The OECD Convention and Anti-Corruption Division are described at the following sites:

■ http://www1.oecd.org/daf/nocorruption/20nov1e.htm > (last visited April 3, 2003) - Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (17 Dec 1997).

■ http://www.oecd.org/oecd/pages/home/displaygeneral/0,3380,EN-home-86-3-no-no-no,FF.html> (last visited April 3, 2003) - The OECD Anti-Corruption Division serves as the focal point within the OECD Secretariat to support the work of the OECD in the fight against bribery and corruption in international business transactions.

1. U.S. Foreign Corrupt Practices Act

The U.S. Foreign Corrupt Practices Act (FCPA) seeks to prevent the bribery of foreign officials by representatives of U.S. companies operating internationally.

Websites devoted to the FCPA and its interpretation and enforcement include the following:

■ http://www.usdoj.gov/criminal/fraud/fcpa.html > (last visited April 3, 2003) - FCPA text, regulations and lay person’s guide

■ http://sensor.northgrum.com/ethics/Documents/FCPA.pdf > (last visited April 3, 2003) - FCPA description and self test

■ http://www.coudert.com/practice/fcpa_oecd_memo.htm > (last visited April 3, 2003) - FCPA as amended by the OECD International Anti-Bribery And Fair Competition Act Of 1998.

■ http://www.transparency.org > (last visited April 3, 2003) – Transparency International: A Global Coalition against Corruption.

2. Canadian version of same

The Canadian version of the U.S. FCPA is described at the following sites:

■ http://lois.justice.gc.ca/en/C-45.2 > (last visited April 3, 2003) - Corruption of Foreign Public Officials Act 1998. Department of Justice, Canada.

■ http://canada.justice.gc.ca/en/dept/pub/cfpoa/guide5.html > (last visited April 3, 2003) – the Corruption of Foreign Public Officials Act: a Guide.

■ http://www.ogilvyrenault.com/en/data/pu/117-e-g.pdf> (last visited April 3, 2003) – Overview of the Corruption of Foreign Public Officials Act.

3. Money Laundering

Several countries and international institutions have developed money laundering laws and regulations. One definition of money laundering is found in Article I(C) of the European Community Directive on prevention of the use of the financial system for the purpose of money laundering:

“the conversion or transfer of property, knowing that such property is derived from criminal activity or from an act of participation in such activity, for the purpose of concealing or disguising the illicit origin of the property or of assisting any person who is involved in the commission of such activity to evade the legal consequences of his action;

the concealment or disguise of the true nature, source, location, disposition, movement, rights with respect to, or ownership of property, knowing that such property is derived from criminal activity or from an act of participation in such activity;

the acquisition, possession or use of property knowing, at the time of receipt, that such property was derived from criminal activity or from an act of participation in such activity;

participation in, association to commit, attempts to commit and aiding, abetting, facilitating and counselling the commission of any of the actions mentioned in the foregoing indents.”

A recent addition to U.S. money laundering laws is found in the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the Patriot Act), adopted in the wake of the terrorist attacks on the U.S. on September 11, 2001. The full text of the Patriot Act may be found at http://www.ins.usdoj.gov/graphics/lawsregs/patriot.pdf. > (last visited April 3, 2003) The Patriot Act made significant changes to previously existing money laundering and bank secrecy laws in order to assist law enforcement authorities in fighting terrorism. Among other things, both banks and (broadly-defined) non-bank financial institutions must establish procedures and controls to prevent money laundering and to report unusual activity to the government.

Useful sites to review with respect to money laundering issues include the following:

■ http://www.iifcr.com > (last visited April 3, 2003) - Financial Crime Review (FCR) delivers practical advice on the detection and prevention of money laundering and fraud-covering the securities, banking and insurance sectors. On subjects ranging from the basics of financial crime regulation, prevention and compliance, through to broad policy issues, the Journal offers objective, practical research for practitioners. In the Spring 2001 edition there is an article on why companies must know their customers.

■ http://www.fintrac.gc.ca > (last visited April 3, 2003) - The Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) was established as an independent agency with a mandate to collect, analyze, assess and disclose information in order to assist in the detection, prevention and deterrence of money laundering and the financing of terrorist activities. http://www.fintrac.gc.ca/publications/guide/guide_e.asp> (last visited April 3, 2003) sets forth FINTRAC’s guidelines for compliance with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act. http://laws.justice.gc.ca/en/ > (last visited April 3, 2003) - Canadian Department of Justice Consolidated Statutes and Regulations

VI. Import/export regulations

A. Customs

Useful customs websites include the following:

■ http://www.wcoomd.org/ie/index.html > (last visited April 3, 2003) – World Customs Organization.

■ http://www.wcoomd.org/ie/en/CustomsWebSites/customswebsites.html > (last visited April 3, 2003) – Links to World Custom Organizations.

■ http://www.wto.org/english/tratop_e/cusval_e/cusval_e.html> (last visited April 3, 2003) - Customs valuation on the WTO website.

■ http://www.customs.ustreas.gov > (last visited April 3, 2003) - U.S. Customs Services.

■ http://www.citba.org > (last visited April 3, 2003) – Customs and International Trade Bar Association.

■ http://www.customs.treas.gov/imp-exp/rulings/hq.html > (last visited April 3, 2003) – Ruling letters issued by U.S. Customs Service.

■ http://europa.eu.int/eur-lex/en/lif/ind/en_analytical_index_08.html > (last visited April 3, 2003) - current European Union legislation on customs and free movement of goods within the European Union. Note that this is one of the rare areas where a true European law exists.

■ http://www.hmce.gov.uk/ > (last visited April 3, 2003) - this site deals with all aspects of importing and exporting from the UK including a note of the rates applicable to imports and exports.

B. Foreign trade regulations

Foreign trade regulations have been made more accessible by the web. Following are some useful sites:

■ http://www.washlaw.edu/forint > (last visited April 3, 2003) - the foreign and international law web is a service of the Washburn University School of Law Library. The goal is to provide links to primary foreign and international legal resources, research aids, and sites useful in conducting research in these areas of the law.

■ http://www.usatrade.gov/website/ccg.nsf/ccghomepage?openform > (last visited April 3, 2003) - The Country Commercial Guides (CCG) are prepared by U.S. Embassy Staff once a year and contain information on the business and economic situation of foreign countries and the political climate as it affects U.S. business.

■ http://web.ita.doc.gov/ticwebsite/FTOHomeP.nsf > (last visited April 3, 2003) - Foreign Trade Offices Database.

■ http://strategis.ic.gc.ca/SSG/bi18354e.html > (last visited April 3, 2003) – Service Provided by Industry Canada: Create Your Own Market Research Report International Business Practices.

■ http://www.cit.uscourts.gov/ > (last visited April 3, 2003) - contains decisions of the United States Court of International Trade on international trade issues.

■ http://www.cites.org > (last visited April 3, 2003) - Convention on International Trade in Endangered Species (CITES) site contains listings of wildlife protected under CITES, as well as permit requirements for the international trade of such wildlife and commercial products derived from such wildlife.

■ http://www.ccra-adrc.gc.ca/customs/business/exporting/menu-e.html > (last visited April 3, 2003) - Canada Customs and Revenue Agency helps other federal government departments by administering and enforcing regulations on their behalf. If a company is exporting goods that are controlled or regulated, it must submit the appropriate permit, certificate or license before exporting them, regardless of the destination or value of the goods. The Canada Customs and Revenue Agency site will help you understand the reporting requirements which must be fulfilled in order to meet Customs Act obligations. Follow the links to navigate through the export requirements.

■ http://www.pch.gc.ca/progs/pcm-mcp/export_e.cfm > (last visited April 3, 2003) - Canadian Heritage has placed export restrictions on certain cultural property, which is deemed to have historical, scientific or cultural significance. The Canadian Cultural Property Export Control List describes the categories of cultural property that require export permits in order to leave the country. See “A Guide to Exporting Cultural Property from Canada”

■ http://www.dfait-maeci.gc.ca/eicb/menu-en.asp > (last visited April 3, 2003) - Canada’s Export and Import Controls Bureau (EPD) is responsible for administering the Export and Import Permits Act (EIPA) which was first enacted in 1947. The EIPA delegates to the Minister of Foreign Affairs (referred to as "the Minister") wide discretionary powers to control the flow of goods contained in specified lists provided for under the Act. Under authority of the Department of Foreign Affairs and International Trade Act, the Minister for International Trade provides policy direction in most areas involving market access and trade policy.

■ http://www.dti.gov.uk/worldtrade/uktrade.htm > (last visited April 3, 2003) - a thorough guide to exporting to the UK.

C. Imports

1. Licenses

In any international sales transaction, the goods or services being exported may be subject to licensing requirements in the exporting and/or importing countries. Following are some descriptive websites:

■ http://www.wto.org/english/tratop_e/implic_e/implic_e.html> (last visited April 3, 2003) - Import licensing on the WTO website.

■ http://www.itds.treas.gov/licenseinfo.html > (last visited April 3, 2003) - Exporting License Requirements: U.S. Perspective.

■ http://www.pmdtc.org/> (last visited April 3, 2003) - U.S. Department of State Office of Defense Trade Controls site contains information regarding export/import regulations for defense articles and defense services covered by the United States Munitions List (USML).

■ http://www.info.gov.hk/tid/faq/iel99.htm#top > (last visited April 3, 2003) – The 1^st Step to Import/Export Licensing: Hong Kong Perspective.

■ http://www.moeaboft.gov.tw/english/licens.htm > (last visited April 3, 2003) – Board of Foreign Trade, Taiwan: Import/Export Licensing.

■ http://www.ccra-adrc.gc.ca/customs/business/importing/menu-e.html > (last visited April 3, 2003) - Canada Customs and Revenue Agency site has a guide for foreigners wishing to sell goods to Canada.

■ http://www.cbsc.org/manitoba/index.cfm?name=chapte07 > (last visited April 3, 2003) - controls such as permits, certificates, examinations, and embargos are applied to certain goods entering the country. Some are to protect the health and safety of Canadian citizens (i.e. inspecting meat products), some are to protect Canadian industry (i.e. prohibiting the import of certain goods which will have an unfair advantage over Canadian-produced goods), while others send a message to a country that has a policy Canada does not approve of (i.e. Canada banned the import of food items from South Africa to protest apartheid).

■ http://www.dti.gov.uk/export.control/ > (last visited April 3, 2003) - this comprehensive site explains up to date requirements for export from the UK.

2. Duties

Duties may be assessed against imported products in the country of importation. The following sites are among those that describe the duty rates and related issues:

■ http://web.ita.doc.gov/ticwebsite/tic.nsf/AF34FA880278BDD58525690D00656C6F/384F53B83A002BD68525691B0074149B?OpenDocument - > (last visited April 3, 2003) Ask U.S. Customs about tariff rates on imports into the United States.

■ http://ia.ita.doc.gov -> (last visited April 3, 2003) Import Administration: Safeguarding American Industries and Jobs against Unfair Trade.

■ http://dataweb.usitc.gov/SCRIPTS/tariff/toc.html - > (last visited April 3, 2003) Harmonized Tariff Schedule of the United States (HTSUS). This site provides links to the current harmonized tariff schedule which specifies the specific duty rate and/or quota category for all imported products.

■ http://www.ccra-adrc.gc.ca/customs/general/publications/notices-e.html -> (last visited April 3, 2003) Canada Customs and Revenue Agency site lists Customs Tariffs, Regulations, Memoranda, Duty Deferral Fact Sheets and other publications relating to rates of duties.

3. Quotas

Quotas provide limitations on the quantity of certain goods that may enter the commerce of the import country or the quantity that may so enter subject to a reduced customs duty rate.

One commentator has noted that “[t]here are two basic types of quotas: absolute quotas and tariff-rate quotas. Absolute quotas limit the quantity of imports to a specified level during a specified period of time. Sometimes these quotas are set globally and thus affect all imports while sometimes they are set only against specified countries. Absolute quotas are generally administered on a first-come first-served basis. For this reason, many quotas are filled shortly after the opening of the quota period. Tariff-rate quotas allow a specified quantity of goods to be imported at a reduced tariff rate during the specified quota period.” Steven M. Suranovic, International Trade Theory & Policy Analysis, Ch. 10, available at http://internationalecon.com/v1.0/ch10/10c060.html. > (last visited April 3, 2003)

■ Following are some useful sites describing the use of quotas:

■ http://www.customs.ustreas.gov/impoexpo/impoexpo.htm > (last visited April 3, 2003) – U.S. Customs Service: Quota Information.

■ http://www.wto.org/trade_resources/quotes/goods/ma_quotas.htm > (last visited April 3, 2003) – WTO: Quotas.

■ http://www.emergingtextiles.com/?q=idx&s=11-trad > (last visited April 3, 2003) – Quotas and Tariffs: Textile and Clothing Trade Information.

■ http://otexa.ita.doc.gov/ > (last visited April 3, 2003) - Office of Textile and Apparels (OTEXA) site contains information regarding the implementation and applicability of various textile and apparel-related trade preference programs, such as the North American Free Trade Agreement (NAFTA), the African Growth and Opportunity Act (AGOA), the Caribbean Basin Trade Partnership Act (CBTPA), etc. This website also maintains information on textile quotas.

■ http://www.ccra-adrc.gc.ca/E/pub/cm/d10-18-1/d10181ed.html > (last visited April 3, 2003) - Canadian Tariff Rate Quotas Memorandum provides a general overview of tariff rate quotas and the legislation that applies to them. It also outlines departmental guidelines for the administration of tariff rate quotas.

4. Barriers – trade and nontrade

There has been much discussion over the years of the impact of trade and nontrade barriers to imports in various countries. The following websites provide a useful overview:

■ http://fletcher.tufts.edu/multi/texts/BH209.txt > (last visited April 3, 2003) - General Agreement on Tariffs and Trade (1947) (as amended through 1966). Final Act of the Uruguay Round via The World Trade Organization.

■ http://www.wto.org/english/tratop_e/gatt_e/gatt_e.htm > (last visited April 3, 2003) - GATT and the Goods Council.

■ http://mkaccdb.eu.int > (last visited April 3, 2003) – the Market Access Database: Applied Tariffs Database; Sectoral and Trade Barriers Database; WTO Bound Tariffs Database; Exporters' Guide to Import Formalities.

■ http://www.wto.org/english/tratop_e/tbt_e/tbt_e.html > (last visited April 3, 2003) - Technical barriers to trade.

■ http://www.wto.org/english/tratop_e/tbt_e/tbtagr_e.html > (last visited April 3, 2003) – Agreement on Technical barriers to trade.

■ http://www.ustr.gov/html/2001_contents.html > (last visited April 3, 2003) - 2001 National Trade Estimate Report on Foreign Trade Barriers. Summary of trade limitations and conditions on a list of countries.

■ http://web.ita.doc.gov/ticwebsite/tic.nsf/AF34FA880278BDD58525690D00656C6F/6D53BA058AEBB3428525691B0072E1F3?OpenDocument > (last visited April 3, 2003)- Tariff Websites Worldwide.

■ http://web.ita.doc.gov/ticwebsite/euweb.nsf/F0ABA4BC1968A497852568E3006DF7C5/1918317A0195DFE0852568E3006E0C9A?OpenDocument > (last visited April 3, 2003) – EU Tariff Schedule.

■ http://www.apectariff.org > (last visited April 3, 2003) – APEC Tariff database.

■ http://www.law-lib.utoronto.ca/resources/topic/inttrade.htm > (last visited April 3, 2003) - the Bora Laskin law library University of Toronto database contains extensive trade law links

■ http://www.citt.gc.ca/about/about_e.htm > (last visited April 3, 2003) - The Canadian International Trade Tribunal (the Tribunal) is an administrative tribunal operating within Canada’s trade remedies system. It is an independent quasi-judicial body that carries out its statutory responsibilities in an autonomous and impartial manner and reports to Parliament through the Minister of Finance. Its mandate inter alia is to conduct inquiries into whether dumped or subsidized imports have caused, or are threatening to cause, material injury to a domestic industry; hear appeals made under the Customs Act, the Excise Tax Act and the Special Import Measures Act; conduct inquiries and provide advice on such economic, trade and tariff issues conduct inquiries into complaints by potential suppliers concerning procurement by the federal government that is covered by the North American Free Trade Agreement, the Agreement on Internal Trade and the World Trade Organization Agreement on Government Procurement; conduct safeguard inquiries into complaints by domestic producers that increased imports are causing, or threatening to cause, serious injury to domestic producers.

D. Exports

There are many online sites devoted to the general issue of product exporting, including the following:

■ http://www.export.gov > (last visited April 3, 2003) – U.S. government export portal.

■ http://www.ita.doc.gov/ > (last visited April 3, 2003) - U.S. International Trade Administration (ITA) website contains general export promotion information.

■ http://www.exim.gov > (last visited April 3, 2003) – Export-Import Bank of the U.S. The Office Export Credit Agency of the U.S. Government.

■ http://www.itds.treas.gov/Export2.html > (last visited April 3, 2003) – Site contains information on exporting.

■ http://www.delg.org > (last visited April 3, 2003) - Defense Export Loan Guarantee Program.

■ http://www.unzco.com/basicguide/toc.html > (last visited April 3, 2003) – Basic Guide to Exporting.

■ http://www.census.gov/foreign-trade/schedules/b > (last visited April 3, 2003) - The U.Ss Census Bureau provides the 10 digit Schedule B classification product codes which are used to classify U.S. exports.

■ http://www.fas.usda.gov/export.html > (last visited April 3, 2003) - Official U.S. Department of Agriculture export credit programs for U.S. grown or made foodstuffs.

■ http://exportsource.ca/heading_e.cfm?HDG_ID=125> (last visited April 3, 2003) - A link from the Team Canada site to various International funding agencies such as Asian Development Bank, International Monetary fund, etc.

■ http://exportsource.ca/heading_e.cfm?HDG_ID=123 > (last visited April 3, 2003) -A link to the Canadian Federal programs that assist Canadian exporters develop markets and finance their risk.

■ http://www.bxa.doc.gov/ > (last visited April 3, 2003) - U.S. Department of Commerce Bureau of Industry and Security (BIS) (formerly Bureau of Export Administration - BXA) site contains information regarding export licensing requirements for those products covered by the commodity control list.

■ http://www.ustreas.gov/ofac > (last visited April 3, 2003) - U.S. Department of Treasury Office of Foreign Assets Control (OFAC) site contains information regarding licensing requirements for exports to those countries currently covered by U.S. embargoes.

■ http://www.customs.ustreas.gov/ > (last visited April 3, 2003) - U.S. Customs Service website contains general export information.

■ http://www.deadiversion.usdoj.gov/ > (last visited April 3, 2003) - U.S. Drug Enforcement Administration Office of Diversion Control site contains information regarding export licensing/registration requirements for certain chemicals.

■ http://www.pmdtc.org/ > (last visited April 3, 2003) U.S. Department of State Office of Defense Trade Controls site contains information regarding export/import regulations for defense articles and defense services covered by the United States Munitions List (USML).

VII. Resales in target country

A. Advertising restrictions

Advertising – particularly advertising directed at consumers – is subject to a variety of restrictions imposed by national governments around the world, generally prohibiting unfair or deceptive advertising but also limiting other types of advertising considered pernicious in the consumer context. The following websites describe some of these restrictions:

■ http://www.asa.org.uk > (last visited April 3, 2003) – Advertising Standards Authority. Follow “LINKS” link to access useful sites on Advertisement and Self-regulation.

■ http://www.ftc.gov/bcp/menu-ads.htm > (last visited April 3, 2003) – Federal Trade Commission: Advertising: Business, Consumer, Policy Information, Industry Guides to Advertising.

■ http://competition.ic.gc.ca/ > (last visited April 3, 2003) - Canadian Competition Bureau is responsible for administration and enforcement of the Competition Act, the Consumer Packaging and Labelling Act, the Textile Labelling Act and the Precious Metals Marking Act. Its role is to promote and maintain fair competition so that Canadians can benefit from lower prices, product choice and quality services. This is an extensive site with a number of Guidelines relating to marking of “Made In Canada” rules and Advertising Guidelines.

■ http://www.inspection.gc.ca/english/bureau/labeti/guide/prefacee.shtml > (last visited April 3, 2003) - the Canadian Food Inspection Agency Guide to Food Labelling and Advertising

■ http://www.adstandards.com/en/standards/adstandards.asp > (last visited April 3, 2003) - the Canadian Code of Advertising Standards (Code) has been developed to promote the professional practice of advertising and is administered by Advertising Standards Canada, the industry body committed to creating and maintaining community confidence in advertising. The Code sets the criteria for acceptable advertising and forms the basis upon which advertising is evaluated in response to consumer, trade or special interest group complaints.

■ http://www.easa-alliance.org > (last visited April 3, 2003) - European Advertising Standards Alliance (EASA).

■ http://europa.eu.int/comm/consumers/index_en.htm > (last visited April 3, 2003) - European Union directives and enforcement policies on fair business practices, comparative and misleading advertising, and related subjects.

■ http://europa.eu.int/smartapi/cgi/sga_doc?smartapi!celexapi!prod!CELEXnumdoc&lg=en&numdoc=31984L0450&model=guichett > (last visited April 3, 2003) - EU Directive 84/450/EEC to harmonize member states’ national legislation on misleading advertising.

■ http://europa.eu.int/smartapi/cgi/sga_doc?smartapi!celexapi!prod!CELEXnumdoc&lg=EN&numdoc=31997L0055&model=guichett > (last visited April 3, 2003) - EU Directive 97/55/EC, which amended EU Directive 84/450/EEC to address comparative advertising.

■ http://www.fs.dk/uk/acts/ukmfl.htm > (last visited April 3, 2003) - Danish Marketing Practices Act.

■ http://193.120.124.98/front.html > (last visited April 3, 2003) - Irish Consumer Information Act, 1978.

■ http://www.asai.ie/ > (last visited April 3, 2003) - Advertising Standards Authority for Ireland (self-regulatory body).

■ http://www.ivir.nl/legislation/advertising/netherlands.html > (last visited April 3, 2003) - Dutch Advertising Code (a system of self-regulation).

■ http://www.english.konsumentverket.se/mallar/en/artikel.asp?lngCategoryId=665 > (last visited April 3, 2003) - overview of Swedish consumer, advertising and marketing law.

■ http://www.spamlaws.com > (last visited April 3, 2003) - summaries and links to laws dealing with unsolicited commercial email (“spam”) in the United States, European Union (and its member states) and ten other countries.

B. Business ethics/codes

Beyond statutory law, companies entering a new country may be subject to a variety of ethical precepts or business codes applicable to the conduct of business or marketing in the country. The following websites provide examples of such codes:

■ http://www.business-ethics.org > (last visited April 3, 2003) - International Business Ethics Institute.

■ http://www.ethics.ubc.ca/resources/business > (last visited April 3, 2003) – Center for Applied Ethics: Business Ethics Resources.

■ http://www.spu.edu/depts/sbe/ethics/links.htm > (last visited April 3, 2003) - Links to Business Ethics Sites: International, U.S. Colleges and Universities, Corporate Organizations, Journals.

■ http://www.kids-o-rama.com/quicklinks/selfreg.htm > (last visited April 3, 2003) – Links to Self-regulation/Codes of Conduct.

■ http://www.goodmoney.com/directry_codes.htm > (last visited April 3, 2003) - Principles & Codes For Socially Responsible Business Practices.

■ http://www.theresponsibleorder.com/324businesscode.htm > (last visited April 3, 2003) – California Business and Professions Codes: Construction Industry Related.

■ http://www.spu.edu/depts/sbe/ethics > (last visited April 3, 2003) – Seattle Pacific University: Business Ethics Portal.

■ http://www.businessethics.ca/ > (last visited April 3, 2003) - Canadian resource for Business Ethics. Links to domestic and international institutes, organizations, case law and other useful resources.

C. Consumer protection laws

Consumer protection concerns manifest themselves in a wide variety of legislation, ranging from the prohibition of certain “unfair” terms in consumer contracts to minimum terms for certain contracts such as consumer product warranties. The following sites survey the types of legislation that may be found in various countries:

■ http://www.unctad.org/en/subsites/cpolicy/english/guidelines.htm > (last visited April 3, 2003) – UNCTAD: United Nations Guidelines for Consumer Protection.

■ http://www.jus.uio.no/lm/oecd.consumer.protection.in.electronic.commmerce.guideline.recommendation.1999/index.html - OECD Recommendation of the OECD Council Concerning Guidelines for Consumer Protection in the Context of Electronic Commerce (Organization for Economic Co-operation and Development) 1999.

■ http://www.dti.gov.uk/CACP/ca/policy/distanceselling/newregs.htm > (last visited April 3, 2003) – Department of Trade and Industry: Consumer Protection Directorate.

■ http://www.consumersinternational.org > (last visited April 3, 2003) – Consumer International: A worldwide non-profit federation of consumer organizations, dedicated to the protection and promotion of consumer interests.

■ http://www.consumersinternational.org/links.html > (last visited April 3, 2003) – Consumer International: Links to Consumer Organizations, International Agencies and NGOs.

■ http://www.ftc.gov/ftc/consumer.htm> (last visited April 3, 2003) – Federal Trade Commission: Consumer Protection Information.

■ http://strategis.ic.gc.ca/SSG/ca01188e.html > (last visited April 3, 2003) - Industry Canada’s site that list and links privacy laws, provincial and federal consumer protection laws, voluntary industry codes and standards.

■ http://consumerinformation.ca/cgi-bin/main.cgi?Language=E > (last visited April 3, 2003) - The Canadian Consumer Information Gateway is a Government Online initiative that includes over 35 federal government departments and agencies, as well as over 250 provincial and territorial partners. These organizations have come together in a unique partnership to promote Canadian consumer interests and awareness. Selected Non Governmental Organizations (NGOs) will join this cooperative initiative, further enhancing its value to Canadian consumers.

■ http://europa.eu.int/eur-lex/en/lif/ind/en_analytical_index_15.html > (last visited April 3, 2003) - a list of all current EU legislation addressing consumer concerns. Note that all directives must be implemented into national law by the member countries. Each directive therefore specifies a term within which the content of the directive must be implemented into member states’ national legal systems. The content of the directive constitutes the minimum legal standard for such legislation, but any member state is permitted to go further in its own national law than provided by the directive.

■ http://www.fs.dk/index-uk.htm > (last visited April 3, 2003) - Danish consumer laws and enforcement authorities.

■ http://www.ecic.ie/legislation/list/index.htm > (last visited April 3, 2003) - Irish consumer legislation.

■ http://www.english.konsumentverket.se/mallar/en/artikel.asp?lngCategoryId=657 > (last visited April 3, 2003) - overview of Swedish consumer law.

■ http://www.consumers.gov.uk/consumer_web/index_v4.htm > (last visited April 3, 2003) - the Consumer Gateway - a one stop service run by the U.K. Department of Trade and Industry (DTI).

■ http://www.ceg.co.uk/shopping.htm > (last visited April 3, 2003) - guidance on how to avoid some of the pitfalls of cross-border shopping in the European Union.

■ http://www.econsumer.gov/english/index.html > (last visited April 3, 2003) - This website enables consumers to register cross-border e-commerce complaints.

D. Transfer Pricing

Most countries have laws that regulate transfer pricing and in particular prohibit the manipulation of prices between connected parties so as to transfer profits to lower tax jurisdictions. Transfer pricing refers to the price for the transfer of products and services in transactions between parts of a multinational corporate group, transactions which if manipulated could affect the allocation of profits for tax and other purposes among such entities. In an effort to avoid the inappropriate allocation of such profits, international guidelines promulgated by the OECD adopt the arm’s length principle – that a transfer price should be the set at the same price as if the two companies were two independent entities, negotiating at arm’s length, not part of the same corporate structure.

The OECD Transfer Pricing Guidelines provide a detailed framework for the application of the arm’s length principle. They are available for purchase at http://oecdpublications.gfi-nb.com/cgi-bin/OECDBookShop.storefront/EN/product/232001041P1 > (last visited April 3, 2003) and are summarized at http://www.oecdobserver.org/news/fullstory.php/aid/670/Transfer_pricing:_Keeping_it_at_arms_length.html. > (last visited April 3, 2003) Other resources include the following:

■ http://www.oecdobserver.org> (last visited April 3, 2003) – several articles on the OECD Transfer Pricing Guidelines.

■ http://www.irs.gov/irm/page/0,,id%3D23064,00.html > (last visited April 3, 2003) - U.S. Internal Revenue Service guidelines on the determination of transfer pricing methodologies for international transactions.

■ http://www.ccra-adrc.gc.ca/E/pub/tp/ic87-2r/ic87-2r-e.html > (last visited April 3, 2003) - This circular sets out the Canada Customs and Revenue Agency's views on transfer pricing and also provides the CCRA's position with respect to the application of the 1995 OECD Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations referenced above.

■ http://www.sars.gov.za/it/practice_notes/it_practice_note_7_1999.pdf > (last visited April 3, 2003) - in practice note 7 the South Africa Revenue Services set out details relating to their adoption of the arm’s length principle.

E. Sale of goods – local restrictions

Goods imported into a foreign market may be subject to local content, disclosure and performance requirements or restrictions, such as those referenced on the following websites:

■ http://www.access.gpo.gov/nara/cfr/index.html > (last visited April 3, 2003) - U.S. Code of Federal Regulations (CFR) site contains links to all titles of the code of federal regulations, which contain all federal import and export regulations.

■ http://www.access.gpo.gov/su_docs/aces/aces140.html > (last visited April 3, 2003) - Federal Register database contains links to the U.S. Federal Register, which publishes both proposed and final rules and regulations, as well as other general notices.

■ http://www.fda.gov/ > (last visited April 3, 2003) - U.S. Food and Drug Administration (FDA) website contains information regarding the regulation of domestic and imported food, cosmetics, cosmetic devices (including sunglasses), drugs, medical devices and radiation emitting devices (including consumer and business products).

■ http://endangered.fws.gov/ > (last visited April 3, 2003) - U.S. Fish and Wildlife Service (FWS) website contains information on import regulations concerning federal endangered species, as well as commercial products derived from such federal endangered species.

■ http://www.fcc.gov/ > (last visited April 3, 2003) - U.S. Federal Communications Commission (FCC) site contains information on import regulations for electronic and telephonic devices.

■ http://www.ftc.gov/os/statutes/textilejump.htm > (last visited April 3, 2003) - Federal Trade Commission (FTC) rules regarding garment labeling requirements for clothing.

■ http://www.aphis.usda.gov/ > (last visited April 3, 2003) - U.S. Department of Agriculture Animal and Plant Health Inspection Service (APHIS) site contains information on regulations for imported animal and agricultural products.

■ http://www.fsis.usda.gov/index.htm > (last visited April 3, 2003) - U.S. Department of Agriculture Food Safety and Inspection Service (FSIS) website contains information regarding import/export requirements of meat, poultry, and egg products.

■ http://www.epa.gov/region5/defs/html/tsca.htm> (last visited April 3, 2003) - U.S. Environmental Protection Agency (EPA) site contains information on the Toxic Substance Control Act (TSCA) which regulates the imports of certain chemical substances.

■ http://www.atf.treas.gov/index.htm > (last visited April 3, 2003) - Bureau of Alcohol, Tobacco, and Firearms (ATF) regulations concerning the import of alcohol, tobacco, and firearm products.

F. Intellectual property protection

The intellectual property associated with exported products – trademarks, copyrights or perhaps patents, as well as trade secrets associated with the products or their production – are subject to extensive protection throughout the world by way of national legislation in every country as well as a network of international treaties. The following websites provide an overview of the protections available:

■ http://www.wipo.org > (last visited April 3, 2003) – the World Intellectual Property Organization administers international treaties on intellectual property. This site contains a number of useful intellectual property resources, including the WIPO Guide to Intellectual Property Worldwide at http://www.wipo.org/about-ip/en/. > (last visited April 4, 2003)

■ http://www.uspto.gov/web/menu/other.html - Extensive information including documents, forms, and links for intellectual property offices worldwide. > (last visited April 4, 2003)

■ http://fletcher.tufts.edu/multi/texts/copyright96.txt - World Intellectual Property Organization: Copyright Treaty (20 Dec 1996). > (last visited April 4, 2003)

■ http://fletcher.tufts.edu/multi/texts/wtowipo.txt - World Intellectual Property Organization-World Trade Organization: Agreement Between WIPO and WTO(Geneva, 22 December 1995). > (last visited April 4, 2003)

■ http://fletcher.tufts.edu/multi/texts/UNTS13444.html - Universal Copyright Convention as revised at Paris on 24 July 1971; and Protocols (24 Jul 1971). > (last visited April 4, 2003)

■ http://www.eurunion.org/legislat/iiprop/iiprop.htm - European Union Intellectual & Industrial Property Policies. > (last visited April 4, 2003)

■ http://www.delphion.com/simple > (last visited April 4, 2003)

■ - Delphion intellectual asset management solutions empower business and intellectual property (IP) professionals to analyze, manage and leverage intellectual property assets.

■ http://www.law.com/professionals/iplaw.html - site featuring Intellectual Property news, current cases and practice papers. The News section is free of charge, for other information subscription is required. > (last visited April 4, 2003)

■ http://www.unesco.org/culture/copy - UNESCO's Copyright Laws Database (“national legislations on authors rights and neighboring rights”). > (last visited April 4, 2003)

■ http://www.cordis.lu/ipr-helpdesk - Intellectual Property Rights Help Desk (European Commission). All services will be suspended for a few months, but expected to be up and running very soon. > (last visited April 4, 2003)

■ http://www.wto.org/wto/intellec/intellec.htm - World Trade Organization (WTO) Intellectual Property Page. > (last visited April 4, 2003)

■ http://www.inta.org > (last visited April 4, 2003)- International Trademark Association (INTA).

■ http://www.iipa.com/ > (last visited April 4, 2003)- International Intellectual Property Alliance (IIPA).

■ http://www.ip-institute.org.uk/ > (last visited April 4, 2003)- Intellectual Property Institute.

■ http://www.apic.jiii.or.jp/ > (last visited April 4, 2003)- Asia-Pacific Industrial Property Center (APIC).

■ http://www.jus.uio.no/lm/intellectual.property/toc.html > (last visited April 4, 2003)– Lex Mercatoria: Intellectual Property.

■ http://www.uspto.gov/web/menu/other.html > (last visited April 4, 2003)- United States Patent and Trademark Office (USPTO).

■ http://www.loc.gov/copyright/ > (last visited April 4, 2003)- United States Copyright Office (Library of Congress).

■ http://strategis.gc.ca/sc_mrksv/cipo/welcome/welcom-e.html > (last visited April 4, 2003)- The Canadian Intellectual Property Office, a Special Operating Agency (SOA) associated with Industry Canada, is responsible for the administration and processing of the greater part of intellectual property in Canada. The site contains laws, guides, links, and databases of patents, trademarks and copyright registrations.

■ http://www.intellectual-property.gov.uk/ > (last visited April 4, 2003)- a UK government-sponsored site surveying intellectual property and the protections therefor.

■ http://www.patent.gov.uk/ > (last visited April 4, 2003)- home of the UK Patent Office.

■ http://www.ggmark.com/#Trademark_Links> (last visited April 4, 2003) – All about trademarks. This site, dedicated to trademarks, and trademark law, is maintained by Gregory H. Guillot, Chartered.

■ http://www.hg.org/intell.html > (last visited April 4, 2003)- Hieros Gamos: “Intellectual Property Law” (includes links to national government web sites).

■ http://www.patents.com/ > (last visited April 4, 2003)- Oppedahl & Larson Patent Law Web Server “Intellectual property resources on the Internet.”

■ http://www.sice.oas.org/int_prop.asp > (last visited April 4, 2003)- Organization of American States (OAS) Foreign Trade Information System/Sistema de Información sobre Comercio Exterior (SICE) (national legislation, directories, and links to official sources on IP information).
http://clea.wipo.int/lpbin/lpext.dll > (last visited April 4, 2003) - Collection of Laws for Electronic Access, includes bibliographic citations/references and some full texts in English translation of foreign intellectual property laws.

G. Electronic commerce issues

As the internet becomes progressively more ubiquitous in people’s lives, it is having impacts throughout society and business. Electronic commerce is no longer a toy for consumer purchases of books, CDs and electronics. Rather, the internet has rapidly developed into a tool for facilitating business. It is also causing a rethinking of the law, its substance and its application. Traditional legal concepts are being applied to a medium never contemplated at the time of their establishment, and new laws are being adopted at a dizzying pace. The following websites provide an example of the scope of ongoing legal developments:

■ http://fletcher.tufts.edu/multi/texts/uni.txt > (last visited April 4, 2003)- UNCITRAL – Draft Model Law on Electronic Commerce (revised 14 June 1996).

■ http://www.uncitral.org/english/workinggroups/wg_ec/index.htm > (last visited April 4, 2003)– UNCITRAL Working Group IV: Electronic Commerce.

■ http://www.jus.uio.no/lm/wta.electronic.commerce.1998/doc.html > (last visited April 4, 2003)- WTO Declaration on Global Electronic Commerce (Adopted on 20 May 1998).

■ http://www.iccwbo.org/home/menu_electronic_commerce.asp > (last visited April 4, 2003)– International Chamber of Commerce: Electronic Commerce.

■ &