![](media/image1.png)

#### A Guide to

Locating, Screening, Selecting, Managing and Motivating

## 

## International Representatives

Iowa Export Assistance Center, U. S. Commercial Service

U.S. Department of Commerce

700 Locust Street, Suite 100

Des Moines, Iowa 50309 USA

Tel: 515-288-8614, Fax: 515-288-1437

E-Mail: <des.moines.office.box@mail.doc.gov>

<Allen.patch@mail.doc.gov>

<Sondra.robbins@mail.doc.gov>

Web Site: www.usatrade.gov

[Table of Contents]{.underline}

RECRUITING REPRESENTATIVES 3

17 LEAD SOURCES FOR OVERSEAS DISTRIBUTORS
[4](#__RefHeading___Toc456170265)

FINDING DISTRIBUTORS THROUGH THE COMMERCIAL SERVICE
[6](#refheading___toc456170266)

SAMPLE AGENT DISTRIBUTOR SERVICE REPORT
[8](#__RefHeading___Toc456170267)

WHAT AN AGENT LOOKS FOR IN A NEW LINE [12](#__RefHeading___Toc456170268)

WHAT A REPRESENTATIVE PROSPECT WANTS FROM YOU
[13](#__RefHeading___Toc456170269)

WHAT YOU WANT FROM A REPRESENTATIVE [14](#__RefHeading___Toc456170270)

RESPONSE PACKAGE 15

SAMPLE: PROSPECTUS OF FACT SHEET [16](#__RefHeading___Toc456170272)

PERSPECTIVE BUSINESS PARTNER QUESTIONNAIRE
[17](#__RefHeading___Toc456170273)

WARNING: CHECK OUT FOREIGN DISTRIBUTORS
[20](#__RefHeading___Toc456170274)

U.S. COMPANIES PROVIDING FINANCIAL AND OTHER INFORMATION ON
INTERNATIONAL FIRMS [23](#__RefHeading___Toc456170275)

KNOW YOUR CUSTOMER GUIDANCE [38](#__RefHeading___Toc456170277)

HOW AMERICANS NEGOTIATE AND WHY [40](#__RefHeading___Toc456170278)

THE BEST NEGOTIATION STRATEGY OVERSEAS
[44](#__RefHeading___Toc456170279)

CHECKLIST FOR AGENT/DISTRIBUTOR AGREEMENTS
[45](#__RefHeading___Toc456170280)

AGENTS, DISTRIBUTORS AND JOINT VENTURES IN INTERNATIONAL COMMERCE
[47](#__RefHeading___Toc456170281)

IMPROVING FOREIGN DISTRIBUTOR PERFORMANCE
[56](#__RefHeading___Toc456170282)

A GOOD COMMISSION PLAN INCLUDES THESE 4 ELEMENTS
[58](#__RefHeading___Toc456170283)

FIRING DISTRIBUTORS [59](#__RefHeading___Toc456170284)

COMMON COMPLAINTS ABOUT U.S. EXPORTERS
[60](#__RefHeading___Toc456170285)

EXPORT PROMOTION SERVICES OF THE U.S. COMMERCIAL SERVICE
................61

6 NEW WAYS TO GROW YOUR INTERNATIONAL
SALES....................................63

[RECRUITING REPRESENTATIVES]{.underline}

When you are recruiting a sales representative, treat it as though you
were recruiting your own number 2 person.

CLEARLY DEFINE YOUR OWN NEEDS:

-   Each territory is different from another.

-   What impression did the former representative have on customers?

-   Get a good profile of customers, their needs, the way they do
    business.

CREATE A PROFILE THAT WILL MAKE IT EASIER FOR YOU TO SELECT THE BEST
REPRESENTATIVE

-   With your product, what is the average call cycle needed to make a
    sale?

-   Are there any unusual conditions in this territory in terms of
    quotes, specs, and delivery?

-   Do you have any slow payers?

-   How well are you acquainted with the prospects in this territory?

-   How competitive is the business in the territory?

-   How aggressive are your competitors?

CREATE A PROFILE OF THE REPRESENTATIVE THAT WILL BEST SERVE YOUR NEEDS

-   Is it important to have a well-established representative or will a
    new one do?

-   Does the representative understand and sell without a lot of factory
    support?

-   Are the representative\'s people compatible with your people?

-   Are the representative\'s growth plans compatible with yours?

[RECRUITING REPRESENTATIVES IS AS IMPORTANT AS TAKING ON A
PARTNER]{.underline}

[RECRUIT THEM CAREFULLY]{.underline}

![](media/image2.wmf)

[]{#__RefHeading___Toc456170265 .anchor}["17 LEAD SOURCES FOR OVERSEAS
DISTRIBUTORS"]{.underline}

Use them in advance of a personal visit

by John Norton

Here are seventeen sources of distributor leads. They should be used
selectively and in combination with one another. In key markets you
should use them well in advance of the personal visit I recommend above.

1\. Check with others in your industry, particularly with any companies
whose sales would be helped by your success overseas. This could include
your suppliers or manufacturers of complementary equipment. Don\'t be
shy about telephoning overseas.

2\. Contact customers of potential distributors. They know the strengths
and weaknesses of their suppliers. Use the telephone. Hire an
interpreter if necessary. If you find these companies difficult to
contact from long distance, call on them when you visit.

3\. Use overseas expatriate business community. For American companies
this often means the American Chambers of Commerce abroad. They speak
your language. They can easily be identified and reached by phone. Some
of them are especially helpful in referring you to local business
contacts. The American Chambers in Japan, Costa Rica, and Switzerland
are examples.

4\. Learn how to get the best out your own government trade promotion
services. The U.S. Department of Commerce offers an International
Partner Search for \$600 per country\--a bargain if the search is done
well. You can affect how well it is done by providing a clear
presentation of your product and an exact description of the kind of
representative you are seeking. Allow 15 working days for completion.

5\. Your foreign commercial officers in your government embassies and
consulates abroad are as close as your telephone.

6\. Most publicly disseminated trade leads are out-of-date before you
get them\...but not always. It pays to review such leads to see who is
in the business. Once in a while these leads pay off handsomely.

7\. Professional or trade periodicals sometimes mention companies active
in you field overseas. Some editorial staffs know what is happening
abroad and can suggest contacts.

8\. Work through your industry or trade association. Some association
managers have personal contacts abroad in your industry. Some
organizations publish newsletters, which are read by potential
distributors.

9\. Trade lists of foreign companies are available from government and
private sources. They are often out-of-date. If is difficult to select
the proper classification or product code. Potential importers are often
lumped together with competitors. Occasionally, however, a careful mass
mailing will turn up in an interesting company or two.

10\. Trade directories are available for many countries. Your local
library may have the old standbys from Kompass, Botin, Dun & Bradstreet
and R.H. Donnelly. There are also specialized regional directories for
areas like China or the Middle East. Lesser-know local directories, like
Teikoku in Japan, are very useful but sometimes available only in local
language. Do not overlook directories just because the work of
consulting them seems routine. Most of these are now available on-line.

11\. Foreign telephone directories and yellows pages are available at
good public libraries or, with some delay and cost, through the better
long-distance telephone companies. They are invaluable. Also now
available on-line. Use the internet search engines to find the many
resources.

12\. Computer database providers such as Dialog, DRI, Dun & Bradstreet,
and Predicasts, provide online access either to list of foreign
companies arranged by country and industry, or business new reports on
your industry abroad. If you do not yet have a skilled database searcher
in your organization I recommend that you hire or train one. The
benefits go far beyond distributor searchers.

13\. Foreign government trade offices and consulates are in the business
of pushing their own exports, but they can provide useful lists of
companies if you frame your questions carefully.

14\. Advertise in major foreign business newspapers or specialized trade
periodicals.

15\. If you already have a strong relationship with a bank,
international freight forwarder or international airline, you may be
able to impose on the for distributors contacts.

16\. Trade fairs, in you own country and abroad are an efficient way of
meeting foreign companies first-hand.

17.Trade missions to larger markets must be industry specific to be of
much use. Otherwise they are junkets. In smaller countries where
everyone knows everyone, trade missions can lead to valuable distributor
contacts.

*John Norton is an international consultant and representative for
Business International Corp. in San Diego, California. This material was
taken from an article published in [NUTS AND BOLTS.]{.underline}*

[]{#refheading___toc456170266 .anchor}FINDING DISTRIBUTORS THROUGH THE
COMMERCIAL SERVICE

*[www.usatrade.gov]{.underline}*

International Partner Search (IPS)

The IPS is a customized overseas search for qualified agents,
distributors, representatives, licensees and joint venture partners for
a U.S. company. Commercial Service officers abroad identify up to five
foreign prospects that have examined the U.S. firm\'s product literature
and expressed an interest in representing their products. Currently
available in over 100 countries at a cost of \$600 per country. (See
sample IPS in the following section)

Catalog Exhibitions

These events showcase a U.S. company\'s product literature in several
markets within a geographic region or at a premier international trade
event. Commercial Service staff and representatives from state
development agencies present the catalogs to hundreds of interested
business prospects abroad and send the trade leads directly to
participants.

Commercial News USA (CNUSA)

An export marketing magazine that promotes U.S. products and services
worldwide. It is disseminated in print to screened agents, distributors
and buyers and on-line to electronic bulletin board subscribers. For as
little as \$495, firms can advertise their product to a worldwide
audience of over 144,000.

BuyUSA.com

A service brought to you by the U.S. Department of Commerce and IBM
Corporation. BuyUSA.com is an international electronic marketplace -- a
"one-top" export assistance web site that brings U.S. and international
companies together to export U.S. products and services. It
distinguishes itself from other web sites because it integrates the
one-on-one export counseling of the U.S. Commercial Service with the
latest in B2B technology critical for competing in today's global
e-economy. BuyUSA.com offers on-line services to locate international
business partners and complete the export transaction, as well as access
to local trade experts for additional export counseling. Contact your
USDOC, U.S. Export Assistance Center to hear more about subscriber
benefits or subscribe on-line at
[www.buyusa.com](http://www.buyusa.com/). The annual base subscription
is \$300 with numerous options available. The base subscription
includes: 1) Instant access to qualified international distributors,
buyers and sales leads; 2) Automated/email alerts trade lead matching;
3) On-line catalog; 4) Business opportunity postings on-line; 4)
Exposure at promotional events worldwide; 5) Customized international
business counseling from Commercial Service trade experts in the U.S.
and abroad; 6) International dispute resolution through your local trade
specialist; 7) Shipment logistics guidance through our personal
counseling services; 8) International market research on countries and
industries worldwide and much more!

Gold Key (GK)

Our overseas Commercial Service staff will set up appointments with
interested and qualified agents and/or buyers [before]{.underline} you
arrive in their city. Maximize your travel value by gaining on-the-spot
market insight and counseling from our in-country commercial
specialists. Special services such as interpreters can be arranged if
needed. Cost varies by country - please call for details.

Platinum Key (PK)

A comprehensive, customized support, available in 15 countries, for more
sustained assistance (6 to 12 months, negotiable. The price varies
depending on extend of support and timeframe.

International Buyer Program (IBP)

Selected leading U.S. trade shows are promoted abroad so that foreign
buyers/ distributor delegations attend the U.S. show. At the show, the
Commercial Service works to put exhibiting U.S. firms in touch with the
international visitors and provides assistance at the International
Business Center.

International Market Research Reports (IMI or ISA)

A wide variety of reports covering international markets for specific
product lines, industry sectors, and major projects, prepared by
Commercial Service overseas staff. Reports cover market size & outlook,
competitive and end-user analysis, and market entry strategies.

Flexible Market Research (FMR)

This research can be customized to answer your specific questions or you
can choose to use a standard core of questions. The FMR is available in
specific countries and the price varies depending on the research
requested. The completed research will take a minimum of 10 working
days. What a great way to find out if a country of interest is the right
one for your products/services before you spend a lot of time and money.

[]{#__RefHeading___Toc456170267 .anchor}SAMPLE: [INTERNATIONAL PARTNER
SEARCH (IPS)]{.underline}

Report prepared for: **XYZ Automotive Parts Inc.**

SEARCH RESULTS

To conduct your international partner search, the embassy contacted 25
local firms with the potential to distribute XYZ Automotive Parts Inc.
The companies were carefully selected from our local and countrywide
contacts, industry sector directories, our commercial management system
(CMS), local association membership lists, and other embassy sources.
Firms expressing an initial interest in your products were sent a set of
your product literature. After a week or so to study your package, post
talked with or met personally with those firms that expressed further
interest.

After a review of your product literature, the following 5 companies
expressed an interest in representing XYZ Automotive Parts Inc. in
Thailand. We have included both the firm\'s comments or opinion of the
market/product and post\'s opinion of the firm.

While we feel these firms are potential distributors, you should contact
each firm as soon as possible to ascertain their specific capabilities,
qualifications, and if they can meet all of your needs. Both your local
domestic office and this post will be glad to work with you towards
completing an agreement and are very interested in the results of this
IPS.

Your domestic office will deliver this report and follow-up to provide
any assistance. We would appreciate being notified if any agreements are
reached with the firms we provided.

We are pleased to provide you with the following potential
representatives.

**I. POTENTIAL AGENTS/DISTRIBUTORS/REPRESENTATIVE**

**REPRESENTATIVE 1:**

Company Name: McDougall Filters (Thailand) Company Limited

Company Address: 21/58 Onnuch 37

Sukhumvit 77, Suanluang

BKK 10250

Phone Number: (662)321-222222

Fax Number: (662)321-222222

E-mail: [sales@mcdougall.com](mailto:sales@mcfougall.com)

Web Site: www.mcdougallfilters.com

Contact Name: Mr. Ongarch Sapiboon / Sales Manager

Year Established: 1971

Number of Employees: 100

Annual Sales: USD 4 million

Preferred Language: English

Level of Interest: High

Bank References: Thai Farmer Bank (Onnuch Branch)

**II. MAIN BUSINESS ACTIVITY/PRODUCTS:**

McDougall is a manufacturing distributor of oil, air, fuel, hydraulic
filters for passenger cars, light pickup diesel engines. The company has
limited heavy duty products due to their limited technical know-how. The
company has approximately 10 distributing agents country - wide. The
company also exports to the Middle East and Indo-China countries.

**III. PROSPECT\'S OPINION MARKET DATA:**

McDougall is interested in distributing XYZ Automotive Parts Inc. in
Thailand. The company is particularly interested in filters products for
heavy duty equipment, truck, marine of the following makes KOMATSU,
SCANIA, VOLVO, CATERPILLAR, DEMAG, G.M. Mr. Ongarch hopes to expand his
product lines to include heavy duty products. XYZ Automotive Parts Inc.
are complementary to his current lines. McDougall would be able to
distribute XYZ through the company\'s existing channels country-wide.
There was one concern raised regarding the cost of XYZ Automotive Parts
Inc. as they are subjected to duty and shipping costs. It may not be
feasible to market XYZ Automotive Parts Inc. if their price far exceeds
the competitive range.

**REPRESENTATIVE 2:**

Company Name: TEF Company Limited

Company Address: 11/10 Soi Sukhumvit 43 (Sangmukda)

Sukhumvit Road, Klongtonnua

Klongtoey, BKK 10110

Phone Number: (662)662-3333

Fax Number: (662)259-3333

Contact Name: Mr. Nirun Chaygsu / Managing Director

Year Established: 1991

Number of Employees: 33

Annual Sales: USD 4 millions

Preferred Language: English

Level of Interest: High

Bank References: Bangkok Bank (Sukhumvit 43 Branch)

II. **MAIN BUSINESS ACTIVITY/PRODUCTS:**

TEF is a sole agent for \"AAF\" Air filters, \"PURAFIL\" Chemical
filters, \"ACME\" Blower, and \"J.P.\"silencer. The company specializes
in ventilation, and air-conditioning systems serving commercial
buildings and industrial plants.

**III. PROSPECT\'S OPINION MARKET DATA:**

Mr. Nirun is interested in the possibility of distributing XYZ
Automotive Parts Inc., particularly the cartridge lines for gas-turbine
installation. XYZ Automotive Parts Inc. will be a complementary line of
products to TEF\'s current product lines of Air and Gas Filters. He sees
good potential for XYZ marketed as replacement parts for Donaldson\'s
canister. He is hoping to increase the companies\' product range to
supply his current clients.

**REPRESENTATIVE 3:**

Company Name: Autopart Company Limited

Company Address: 330/11-13 Trimitr Road

Talad-Noi, Sumpantawong

Bangkok10100

Phone Number: (662)236-4444

Fax Number: (662)266-4744

Contact Name: Mr. Pipat Miriya / Manager

Year Established: 1977

Number of Employees: 12

Annual Sales: not available

Preferred Language: English

Level of Interest: medium

Bank References: Bangkok Bank (Hua-Lumpong Branch)

**II. MAIN BUSINESS ACTIVITY/PRODUCTS:**

Autopart distributes parts and equipment for Heavy Duty Engines. The
company specializes in parts and equipment, including Filters for
engines of the following makes: CUMMINS, VOLVO, VOLVO-PENTA, SCANIA. The
company carries filters of the following makes: FLEETGUARD, DONALDSON,
WIX, LUBERFINER, PUROLATOR RACOR, MANN, MCDOUGALL, KNECHT, KENGST.
Company\'s current clients cover a wide range of industries using
heavy-duty engines in Electricity Generators, Marine Engines, Trailer
trucks, and Machinery.

**III. PROSPECT\'S OPINION MARKET DATA:**

Mr. Pipat used to import XYZ Automotive Parts Inc. for distribution in
Thailand, several years ago. He had to discontinue distributing the
product because of the quality of XYZ Automotive Parts Inc. He claims
that the filters rust. He raised his concern regarding XYZ\'s quality,
which is one of the crucial factors for the product to succeed in this
market. Mr. Pipat is interested in further discussing with XYZ the
possibility of marketing XYZ Automotive Parts Inc. again in Thailand. He
is interested only in items that are complementary to his current line,
and are serving the existing clients. More specifically, he is
interested in XYZ\'s products that can be used for CUMMINS, VOLVO,
VOLVO-PENTA, and SCANIA engines.

**REPRESENTATIVE 4:**

Company Name: Trading Limited Partnership

Company Address: 1830 Patanakarn Rd.,

Suanluang, Bangkok 10250

Phone Number: (662)322-9977, 322-9988, 322-8383

Fax Number: (662)322-8588

Contact Name: Mr. Norep Vanapome / Managing Director

Year Established: 1981

Number of Employees: 18

Annual Sales: 4 millions

Preferred Language: English

Level of Interest: high

Bank References: Bangkok Bank (Petchburi Branch)

**II. MAIN BUSINESS ACTIVITY/PRODUCTS:**

According to Mr. Norathep, Trading is one of the veterans in the Filters
market. The company represents a wide range of liquid and air filtration
products serving different industries. The company represents CUNO
Filter system and LAKOS Separators from U.S.A.

**III. PROSPECT\'S OPINION MARKET DATA:**

Mr. Norep is particularly interested in Diesel Engines Filter. He
believes that there is a growing market potential for heavy duty Filters
in Thailand. He also sees intensified competition in the market as there
are increasing numbers of suppliers both local and imported. At present,
it may be difficult for XYZ to compete in this market, because imported
filters are subjected to 20% duty. However, Mr.Norep believes that the
import duty should decline, making imported filters more competitive in
the near future. He emphasizes the importance of sales support in market
success of Filters in Thailand. He cited Parker Hannifin as an example
of a company that will be capable of offering sales support.

Note: Mr. Norep wonders if XYZ manufactures for Parker Hannifin.
According to Mr. Norep, Parker Hannifin is establishing a representative
office in Bangkok soon. Parker Hannifin already has a representative
office in Singapore.

**REPRESENTATIVE 5:**

Company Name: International Trading Company Limited

Company Address: 2232 Soi Phayakaporn, Chan Road

Chongnonsee, Yannawa, Bangkok 10220

Phone Number: (662)758-55555

Fax Number: (662)383-5555

Contact Name: Mr. Chatchawan Egawarin / General Manager

Year Established: 1986

Number of Employees: 25

Annual Sales: USD 1.8 million

Preferred Language: English

Level of Interest: Medium

Bank References: Bangkok Bank (Srinakarin Branch),

Krung Thai Bank (Troke Chan Branch)

**II. MAIN BUSINESS ACTIVITY/PRODUCTS:**

International Trading distributes a wide range of products used in
filter systems. The company specializes in liquid and air filtration
systems for industries. The following are some of the products
distributed by the company; \"PTI\" filters from the U.K., CDM Filter
cloth from Germany, Stainless Wire mesh, Cartridge Nihon Schumacher
Cartridge from Japan

and other related equipment from Switzerland, and China.

**III. PROSPECT\'S OPINION MARKET DATA:**

The company believes that there is a good market potential for some of
XYZ products, and is beginning to do market surveys on the possibility
of representing the products. The company would like to further discuss
with XYZ.

[]{#__RefHeading___Toc456170268 .anchor}

[WHAT AN AGENT LOOKS FOR IN A NEW LINE]{.underline}

At a recent Manufacturer\'s Association of North America (MANA) seminar,
a manufacturer asked us for some idea of the criteria a good agency uses
when seeking new lines. We asked a few successful agents\--those who are
able to turn down a few lines now and then\--what they looked for in a
principal. We weren\'t talking about products; we were talking about the
characteristics of the principals that were important in the selection
process. Here\'s a combined list they all seemed to agree on:

-   **A history of quality**. The agents wanted to know about the
    principal\'s track record in terms of service to the customer and to
    the agencies already on board. They often talked with customers and
    agents already handling the line before accepting the line.

-   **A well thought-out pricing policy**. This doesn\'t mean that these
    agents were looking for principals with the lowest prices. But they
    were looking for principals whose prices reflected the quality of
    the product and the service. Competitive pricing was important, but
    the better agents claimed that they never had any trouble selling a
    higher priced product when it was quality product.

-   **Financial Stability**. Apart from being concerned that their
    commissions will be paid on time, agents want to know that their
    principals are operating from a strong financial base that will
    assure a lone-term relationship.

-   **Good Delivery Record**. Production capability and delivery go
    hand-in-hand. But even when a company has good production
    facilities, they can and often do fall down on delivery. Do not be
    surprised if an agent candidate wants to meet your shipping
    supervisor during a plant visit.

-   **Technical Support**. If you are selling engineered products, a
    good agent will be especially interested in the technical support
    that will be available to him or her. And they will want to know
    what it takes to get your technical people in the field to meet with
    prospects and customers.

```{=html}
<!-- -->
```
-   **Good sales support**. Sales correspondents, expeditors,
    telemarketers, they are all important to an agent who is looking to
    build a solid relationship with a new principal. In fact one agent
    we talked with claimed that he could learn more about a principal\'s
    sales by spending an hour talking with the sales manager\'s
    secretary than he could spending a day with the sales manager. This,
    we suspect, is an exaggeration. But it does point up the fact that
    agents will be looking for input in places you might never consider.

[]{#__RefHeading___Toc456170269 .anchor}[WHAT A REPRESENTATIVE PROSPECT
WANTS FROM YOU]{.underline}

When negotiating a contract with a prospective representative, you
should be aware of what he or she normally wants. Here is a list of
points that he or she would like to have.

1\. Prestige products. 14. Commissions on direct sales by

the manufacturer in distributor\'s

2\. Exclusive territory. Territory.

3\. Good product line (either one that 15. Manufacturer to assume the
responsibility of

sells easily and has a large market or keeping his other sales outlets
from selling in

a high-cost product with a small but distributor\'s territory.

monopolistic, market).

16\. Minimum visits and control by the

4\. Training from the manufacturer. manufacturer.

5\. Technical aspect of the after-sales 17. Representative need supply
only minimum infor- servicing provided by the manufacturer. mation to
manufacturer.

6\. Warehousing back-up by the 18. Freedom to handle other lines.

manufacturer.

19\. Freedom to price.

7\. Ready parts availability.

20\. The right to terminate agreement when he

8\. Good warranties from the manu- pleases.

facturer.

21\. To have the manufacturer pay indemnities for

9\. The manufacturer to carry the cost cancellation of the agreement.

of labor and parts needed to replace

defective components. 22. Security that the line will not be taken away

from him once the product is established.

10.Advertising and merchandising

support from the manufacturer 23. Cheaper packaging of goods to reduce
bulk.

(or at least an allowance for

advertising). 24. Dealing with one person in the home office.

11\. Special discounts and deals. 25. Trips to the U.S. or to regional
meetings.

12\. Favorable credit terms. 26. Product liability coverage.

13\. Commissions on \"house accounts\".

Obviously, no manufacturer will meet all these conditions. Companies
whose probable sales in a given market are not going to be very great or
whose name is not internationally known may have to grant more demands
than others in more favorable positions. Firms seeking representatives
in \"representative short\" markets will also have to yield more than
they would where there are many experienced representatives. The same
manufacturer may be quite happy to grant some of these requests in one
market, but not in another.

[]{#__RefHeading___Toc456170270 .anchor}[WHAT YOU WANT FROM A
REPRESENTATIVE]{.underline}

This checklist is more suggestive than complete. Different products
require different questions, especially with regard to technical
know-how. And perhaps the candidate\'s ability, willingness, and desire
to make a success of a new product outweigh all other criteria.

1\. Reputation with suppliers, banks, 11. Analysis of his costs.

and customers.

> 12\. Physical facilities (size, location, ware-

2\. Overall experience. houses, etc.).

3\. Experience with single manu- 13. After-sales servicing facilities.

facturer.

> 14\. Knowledge of U.S. business methods,

4\. Experience with product line accounting and measurement standards.

similar to evaluator\'s.

> 15\. Knowledge of efficient promotion

5\. Sales organization and quality techniques (advertising, packaging,
point of

of sales force. sales).

6\. Lines handled at present and 16. Knowledge of English and other
languages.

in the past.

> 17\. Number and type of outlets.

7\. Sale volume and growth

record. 18. Stocking or purchasing minimum acceptable to

> distributors.

8\. Share of market.

> 19\. Reputation among marketing and credit staff of

9\. Geographical areas covered, other U.S. principals represented.

past and present.

10\. Financial strength: D & B type reports,

Bank references.

# "RESPONSE PACKAGE"

This three part \"package\" of documentation can be used to screen
and/or select prospective trading partners (Dealers, Distributors,
Commission Representative, etc.)

You may use whenever you receive a random inquiry from overseas; as a
handout at Trade Shows (kept on hand and handed to prospects), and, in
response to any legitimate lead inquiring as to representation for a
firm.

It is not necessary that a custom letter be written every time an
inquiry is received, this package will suffice and is totally acceptable
in International business.

Many times firms will receive an inquiry as to the possibility of a
dealership or representation and will respond by asking the inquirer to
provide further information and references, usually not asking for
specific information; typically asking that the other party supply a
bank and two or three credit reference. **THIS IS NOT SUFFICIENT IN
INTERNATIONAL BUSINESS TO MAKE AN INFORMED DECISION**.

The PACKAGE consists of three parts:

1\. A one sheet \"prospectus\" of \"fact\" sheet, that in tenth grade
English says three things:

A. Who are you

B. What you do

C. What you are looking for

2\. The firm\'s literature or catalog depicting and describing the
product (or service) offered. Price information (price lists) may or may
not be appropriate. For example, if it is a large custom system, then a
price list is not appropriate.

3\. A questionnaire. In detail, (see sample) it asks for the in-depth
information that you are entitled to, and which you must have to make an
informed decision. (Remember that often times you may find resistance to
completing forms, so you may need to persist to get this questionnaire
filled out completely\--including asking for and receiving an attached
financial report).

The Package can be put into an envelope and kept on the shelf, ready to
drop in the mail without the necessity for any customized letter.

If the \"Prospectus\" or \"Fact Sheet\" is carefully done, the
prospective representative will receive all the information he needs,
and be ready to further pursue a working relationship with you company,
or look elsewhere. You should include your e-mail and web site

[]{#__RefHeading___Toc456170272 .anchor}

[SAMPLE:]{.underline} [PROSPECTUS OF FACT SHEET]{.underline}

(One page-in simple English on letterhead )

Coast Communication, Inc. is a leading U.S. manufacturer of two-way
radio communications equipment for professional use. Coast offers
vehicular-mounted and base-stationed radios. Police, taxi-cabs, and
delivery services use them.

The firm was founded eight years ago and annual sales this past year
totaled \$8 million dollars. The company employs 100 people, including
13 engineers and technicians.

Coast\'s products are sold in the U.S. through a nation-wide network of
stocking dealers who purchase directly from the factory. The dealers
must have the capability to install and service the equipment locally.
The dealers must provide warranty and non-warranty service. The dealers
must have adequate test equipment and be willing not only to carry
inventory of radios, but also an inventory of service materials.

Coast Communications prefers to deal with exclusive dealers in each
defined territory. Coast grants a 25% discount from their recommended or
suggested list price (25% commission).

Coast\'s terms are normally either pre-payment or payment by a confirmed
Irrevocable Letter of Credit. After a relationship has been established
and the dealer has a proven track record, there are ways to establish a
line of credit.

It is company policy to select a dealer in an area (or country) and work
with the dealer on an ad-hoc basis (case-by-case) for a trail period of
time, usually six months. If the relationship is mutually profitable, it
is Coast\'s policy to enter into written, mutually exclusive agreement.

**ENCLOSED IS A QUESTIONNAIRE. IT IS MANDATORY THAT IT BE FILLED OUT
COMPLETELY AND RETURNED TO THE COMPANY**.

Upon receipt and review, Coast will contact you.

[]{#__RefHeading___Toc456170273 .anchor}[PERSPECTIVE BUSINESS PARTNER
QUESTIONNAIRE]{.underline}

Please return completed questionnaire
to:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

[General Information]{.underline}

Company
name:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Company
address:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
Telephone:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
Fax:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

E-mail:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_Web
Site:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Company Organization: Proprietorship\_\_\_\_ Corporation\_\_\_\_
Partnership\_\_\_\_

Limited Liability\_\_\_\_ Other\_\_\_\_

Date
Organized\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Principle officers or owners:

1\) Name:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ 2)
Name:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Title:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
Title:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Home Address:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Home
Address:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Home Phone:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Home
Phone:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

3\) Name:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ 4)
Name:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Title:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
Title:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Home Address:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Home
Address:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Home Phone:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Home
Phone:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

If your company is a subsidiary, list the name and address of parent
company:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Describe your company\'s major business
activities:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

List all your company\'s branch offices and/or
representatives**:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_**

Please identify the individual (s) in your company responsible for
sales, service, and administration:

Sales:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Service:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Administration:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

**[FINANCIAL INFORMATION]{.underline}**

Sales for last
year:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Sales for current
year:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Sale forecast for next
year:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Your company\'s paid-in
capital:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Bank name and complete
address:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Telephone/fax,
E-mail:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Business references (U.S. references would be appreciated), including
names, address, telephone, fax,

E-mail and Person to contact:

a)\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

b)\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

c)\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Please attach current financial statement and/or annual report.

**[MARKETING INFORMATION]{.underline}**

Are you currently a representative, dealer or distributor in (identify
product line)?

**Yes\_\_\_\_ No\_\_\_\_**

**Describe types of products represented or sold, including brand
names:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_**

How long have you been in the (specify product are) business?
\_\_\_\_\_years

Check below those government or private organizations with whom you have
good current
liaison:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_**\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_**

Are you currently an agent or representative of any other company which
manufactures product similar to (specify product are)? Yes\_\_\_\_
No\_\_\_\_

If yes, name of
companies\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Do you have an objection to our contacting any principles? Yes\_\_\_\_
No\_\_\_\_

What is your geographic sales for the above listed
product(s)?\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Projected sales of our products for the next fiscal
year\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Will you maintain product for demonstration in your country? Yes\_\_\_\_
No\_\_\_\_

Please describe your product display facility and/or product
demonstration
procedures:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

**[TECHNICAL INFORMATION]{.underline}**

Do you have your own service facility and workshop for repairs and
overhaul of products?

Yes\_\_\_\_ No\_\_\_\_

If no, do yon contract with an outside service contractor? Yes\_\_\_\_
No\_\_\_\_

Name and address of outside service
contractor:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Company name:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
Contact:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Company address:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
Telephone:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
Fax:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
E-Mail:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

If you do not have a service facility, are you willing to establish one
for support of our products?

Yes\_\_\_\_ No\_\_\_\_

If yes,
when?\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

[]{#__RefHeading___Toc456170274 .anchor}[WARNING: CHECK OUT FOREIGN
DISTRIBUTORS]{.underline}

What to know before signing a contract

by John Norton

Does the following scenario sound familiar? An American company exhibits
at a U.S. trade show. The booth is visited by a number of foreigners.
Some are well-dressed, know the industry and \-- most important \--
speak English. They ask for exclusive distribution rights for the
American product.

The American marketing manager attempts to check out the foreign company
through industry sources and credit checks. Some information results. A
lengthy questionnaire is sent but never returned. Meanwhile, the foreign
company clamors for a contract. It points out that important sales are
being lost by delay. The American company has its hands full worrying
about the U.S. market. It agrees to give distribution rights on a trial
basis to the foreign company. The new distributor begins to buy. The
American company is pleased at the additional sales it has generated
overseas. Sales volume grows. A distribution agreement is signed for a
longer period.

Sometime thereafter \-- months or years \-- the American manager has
occasion to visit the foreign country. The distributor is covering only
a fraction of the market. Sale of the American products are increasing
but market share is declining, because the competition knows what it is
doing. The American product represents a small and unimportant part of
the distributor\'s business. Other local companies could have done a far
better job of sales, promotion, and distribution.

Here is a checklist for avoiding some of these mistakes.

1\. **Estimate market size and market potential**. I am amazed at the
number of companies that make overseas distribution commitments with
only the vaguest idea of the market. If the market is a vital one it is
worth an investment in market research.

2\. **Rank overseas markets**. Some markets can be set up by mail. Some
are so important that you must visit them before picking a distributor.
*The key question: what is the cost of a mistake in terms of lost sales,
lost market access and time wasted?*

3\. **Determine the key elements of market success**. You know your
business and your products. What (exactly) will it take to succeed in
this market? How well does the competition do these things? Product
quality? Number of salespeople? Low-cost distribution? Customer service?
Product image? Each product or service has a different profile. Each
market can be different. Who are the customers? Exactly what do they
demand? Can you and the distributor supply? How much will it cost to do
these things better than the competition in this market?

4\. **Set some specific written goals for the market**. Dollar sales?
Market share? Remember that goals must be specific and measurable.

5\. **Construct an \"ideal distributor\" profile**. Based on your goals
and on the key elements of success, write down your requirements for an
\"ideal\" distributor.

6\. Determine the ability of the potential distributor to cover the
market, geographically, by market segments and distribution channel. Who
are the distributor\'s existing competitors? How big is the sales force?
Do the salespeople know how to sell?

7\. **Find out the nature of the distributor\'s business**. How does the
company (really) make its profits? Does it handle competing lines? What
is the company\'s own business strategy?

8\. **Estimate the importance of your business to the distributor**.
What profits can the distributor expect to make form you line? For how
long? If you compare this to the rest of the company\'s business, you
will get a good estimate of the effort this distributor will expend.
Remember the story of the distributor who signed agreements with two
competing rental car companies so he could push only one?

9\. **Determine markups or commissions current in the market**. What
will distributors expect? What will this do to the price of the product?

10\. **Think about physical distribution**. Should it be combined with
sales, or separated? Should it be under your control, or the
distributor\'s? What are customs duties and other barriers of entry?

11\. **Ask the distributor specifically what he can do for your
product**. Ask for sales estimates. Hold the distributor to these
(flexibly). What other support \-- promotion, warehousing service \--
can the distributor provide?

12\. **Look closely at your company\'s commitment to the distributor**.
Estimate the cost of support and motivation, communication and travel,
promotion, product modification, distributor training. Does your company
really have the necessary commitment, resources and flexibility to deal
with market and cultural requirements?

13\. **Check the company\'s financial standing**. This is what everyone
thinks of first. It is only one of many issues. Sometimes it is
difficult to determine.

14\. **Know the distributor\'s local reputation**. In some countries
this may be the best indicator of reliability. Use the telephone or a
visit to check the company\'s reputation with customers, with supplier,
with others in the industry \-- even competitors.

15\. **Be aware of possible parallel distribution**. In some markets
antitrust laws prohibit exclusive distributorships. Some countries are
famous for informal, uncontrolled \"gray market\" distribution of
products bought in the home market or in third countries. Be sure
potential distributors understand the practical limits on your ability
to police exclusive arrangements.

16\. **Know local laws of termination**. In some countries it is very
hard/expensive to get out of a distributor or agency arrangement.

17\. **Anticipate external events**. Multinational corporations report
that 70% of their profits are dependent on economic or political changes
outside their control; exchange rates, protectionism, changes in demand,
raw material, labor cost, etc. Look outside your industry to identify
factors which might trip you up

\- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
-

**[ASK ABOUT USDOC INTERNATIONAL COMPANY PROFILE (ICP)]{.underline}**

-   A DETAILED REPORT ON OVERSEAS COMPANIES THAT INCLUDES PERSONAL VISIT
    BY A FOREIGN COMMERCIAL OFFICE OR FOREIGN SERVICE NATIONAL WHENEVER
    FEASIBLE.

-   LIMITED TO COUNTRIES WHERE PRIVATE SECTOR SERVICES MAY NOT BE
    VAILABLE.

-   PRICE: VAIRES FROM \$100 TO \$500

-   TIMEFRAME: 10 WORKING DAYS

.

[]{#__RefHeading___Toc456170275 .anchor}U.S. COMPANIES PROVIDING
FINANCIAL AND OTHER INFORMATION ON FOREIGN FIRMS

**1. Dun and Bradstreet Corporation**

239 Park Avenue

New York, New York 10172

Tel: 1-800-932-0025

988 Eaton Avenue

Bethelhem, PA 18025

Tel: 1-800-932-0025

Fax: (610) 882-6005

Remarks: Types of reports available and pricing structures vary.
Provides mail, fax, and online services.

**2. Graydon America \*\***

116 John Street , Suite 3300

New York, New York 10038

Tel: 1-800-466-3163

Fax: (212) 385-9580

Remarks: Provides individual reports for most countries via mail, fax,
or modem delivery. Concentrates on Latin American countries.

**3. The Kreller Business Information Group, Inc.**

817 Main Street, 3rd Floor

Cincinnati, Ohio 45202

Tel: 1-800-444-6361

Fax: (513) 723-8907

Cost: Report prices vary depending upon country. Reports are sold on an
individual basis.

Remarks: Provides credit reports on companies worldwide via mail, fax
and E-mail services. Focuses on Latin America, Middle East, Eastern
Europe, Africa, and Asia.

**4. Owens OnLine, Inc.**

2511 Lyndhurst Street

Dunedin, FL 34698

Tel: (813) 738-1245 or (800) 745-4656

Fax: (813) 738-8275

Remarks: this firm sells \"owens OnLine\" and \"Global Scan\" foreign
credit reports.

**5. RDS and Associates**

2707 Congress Street

Suit 2P

San Diego, California 92110

Tel: (619) 542-0801

Fax: (619) 542-0946

Cost: Price per report varies depending on the depth of due diligence
required.

Remarks: Service includes discrete and nondiscrete due diligence.
Service is worldwide. RDS will interview intended partners and/or
inspect and analyze their locations. This service can also include
competitive and customer interviews and analysis.

**6 Standard and Poor\'s Rating Service**

Ratings Information Products and Services

25 Broadway

New York, New York 10004

Tel: (212) 208-1146

Fax: (212) 412-0505

Remarks: Provides various credit analysis reports via mail, fax, and
online services.

Standard and Poor\'s Compustat

Custom Business Unit

7400 South Atlon Court

Englewood, Colorado 80112-2394

Tel: (303) 721-4819

Fax: (303) 694-4021

Remarks: Provides customized financial and other company data on
publicly traded foreign firms.

**7 Veritas Business Information Inc.**

121 Whitney Avenue, 2nd Floor

New Haven, connecticut 06510

Tel: (203) 781-3850 or (800) 929-8374

Fax: (203) 781-3838 or (800) 929-7779

Cost: Prices for reports from these firms range from around \$100 to
significantly more depending on the country, type of report, and company
pricing structures.

Remarks: Provides individual reports for most countries via mail, fax,
and modem delivery. Is also noted quite worthwhile for reports on Latin
America companies.

**8. Whitehall Consultants Ltd.**

206 North Timber Tribe

Mineral, VA 23117

Tel: (540) 894-8786

Fax: (540) 894-0625

Cost: Price of reports vary from \$100-\$225 to \$180-\$410, depending
upon the firm\'s country and the desired speed of service delivery (from
1-3 days to 20-40 days).

Remarks: Provides worldwide business credit reports and customized
services, including debt collections and marketing information, such as
mailing lists, market sector studies, and country risk reports. Basis
credit reports include current investigation, antecedent information
when available on management and shareholders, financial details when
possible, and payment highlights and banking information.

Private Sector Firms In Each Country That Can Provide Commercial
Information On Local Companies

1\. Argentina

a\. The American Chamber of Commerce in Argentina (AmCham)

Viamonte 1133, Piso 8

1053 Buenos Aires, Argentina

o TEL: (54-1) 471-4500

o FAX: (54-1) 471-8400

Contact: Mr. Martin Porcel, Coordinator-Information Center

b\. Sintesis S.R.L.

Tte. Gral. J.D. Peron 1642, Piso 4

1037 Buenos Aires

SWITCHBOARD: (54-1) 382-5361/6253/8403

o FAX: (54-1) 382-6549/7279

Contacts: Mr. Eduardo O Vazquez, Managing Partner: Mr. Roberto C.
Ruffolo,

Sales Manager

2\. Austria

a\. Dun & Bradstreet Information Services GmbH

Opernring 3-5

A-1010 Vienna

o TEL: 43/1/58861-0

o FAX: 43/1/58633 59

Contact: Marc Dessing

Cost: Company profile in German or English, ATS 2,300

(appr. US \$220).

b\. Creditreform

Braeuhausgasse 7-9

A-1052 Vienna

oTEL: 43/1/546 07-0

oFAX: 43/1/546 07-4

Contact: Franz Leber

Cost: Company profile in German, ATS 2,360 (appr. US

\$226); in English, ATS 3,540 (appr. US \$339)

c\. Kreditschutzverband von 1860

Zelinkagasse 10

A-1010 Vienna

o TEL: 43/1/53484-400

o FAX: 43/1/53484-414

Cost: Company profile in German or English, ATS 2,587

(appr. US \$248).

3\. Australia

a\. Dun and Bradstreet (Australia) Pty., Ltd.

19 Havillah Street

Chatswood NSW

o TEL: 61-2-935-2600

o FAX: 61-2-935-2666

Contact: Mr. Frank Morand, Senior Sales Consultant

Cost: Standard background report, approx. \$145

(approx. 197 Australian dollars)

b\. AMBA Credit Services Pty., Ltd.

1 Box Road

Caringbah NSW 2229

o TEL: 61-2-525-3011

o FAX: 61-2-525-8005

Contact: Mr. John Petersen, Managing Director

Cost: Standard background report, approx. \$147

(approx. 200 Australian dollars).

4\. Brazil

a\. Dun & Bradstreet do Brasil LTDA

Av. Dr. Chucri Zaidan, 80

10\. andar bloco C

04583-110 Sao Paulo - SP

o TEL: 55-11-532-8800

o FAX: 55-11-532-8829

b\. SERASA

Rua Jose Bonifacio, 367

01003-905 Sao Paulo - SP

o TEL: 55-11-232-0137

o FAX: 55-11-605-0712

5\. Canada

a\. Business Prospects

101b, 1120 - 53 Avenue NE

Calgary, AB T2E 6N9

o TEL: 403-275-2232

o FAX: 403-274-6500

Contact: Mr. Douglas Reinholz

Remarks: Provides sales and credit information and an online service.
The credit information, in the form of a weekly newspaper, consists of
commercial and customer claims and judgments, registered builders\'
liens, foreclosures, receiverships, registered bankruptcies, and
statistical reports. The online service covers all actions in Alberta,
back to 1993, pertaining to commercial and consumer claims,
bankruptcies, builders\' liens, and receiverships.

b\. Canadian Credit Reporting Limited

200 Consumers Road, Suite 406

Toronto, Ontario Canada M2J 4R4

o TEL: (416) 499-9936; 1-800-567-4602

o FAX: (416) 499-9703; EMAIL: order@canadianceredit.com

o WEBSITE: www.canadiancredit.com

Contact: Ms. Diane Penney

Cost: Normal service \$75 U.S.(5-8 business days) Express service \$84
U.S.(4 business days) Volume pricing is also available.

Remarks: Comprehensive business information reports on Canadian and
American business prepared on an up to date basis. Cover formal status,
ownership and management, operations, banking, trade pay record,
litigation, background and history with emphasis on financial statement
data whenever possible.

c\. Corporate Credit Exchange Limited

5090 Explorer Drive, Suite 703

Mississauga, ON L4W 4T9

o TEL: (905) 502-6360

o FAX: (905) 602-6370

Contact: Ms. Alice Ricci, Credit Reporter

Cost: Report is C\$99 (approx. US\$72).

Remarks: Produces comprehensive business information reports, which
contains in-depth details on an individual company as: current banking
information, trade references, financial data, litigation records,
payment trends, and list product line SIC codes.

d\. The Credit Concept Group Inc.

1785 Queen Street East, Suite F

Bramalea, ON L6T 4S3

o TEL: (416) 410-7031; 1-800-467-8918

o FAX: (905) 799-0827

Contact: Mr. Greg De Marco, President

Cost: Report is C\$45 (approx. US\$33).

Remarks: Specializes in the most current company credit information
reports available, with historical information available upon request. A
one-time request includes one bank reference, three trade references,
and legal confirmations.

e\. Credcom

4999 St. Catherine Street West, Suite 410

Westmount, Quebec H3Z 1T3

o TEL: (514) 369-4444; 1-800-663-1180

o FAX: (514) 369-4447

Contact: Ms. JoAnne Evans

Cost: Report varies between C\$65 to C\$350 (approx. US\$48 to US\$255),
depending on the research required.

Remarks: Provides two type of commercial credit reports, including
standard updated reports and special inquiry reports. Covers the entire
Canadian market and is able to communicate with its clients in English,
French and Spanish. And, has been servicing the North American Business
communities for over 15 years.

f\. Credit Guard

10459 - 178 Street, Suite 201

Edmonton, AB T5S 1R5

o TEL: (403) 484-4433

o FAX: (403) 489-8075

Contact: Mr. Greg Simmonds, President

Cost: Varies depending on the report.

Remarks: Specializes in credit reporting and provides various other
reports for the construction industry.

g\. Credit Information Services (PCS) Inc.

202, 1409 Edmonton Trail NE

Calgary, AB T2E 3K8

o TEL: (403) 276-7808

o FAX: (403) 230-3835

Contact: Mr. Gregg Hellrud

Remarks: Provides comprehensive, cost efficient, credit information on
consumers and principals of companies.

h\. Equifax affilates in Canada:

(1). Creditel / Equifax Canada, Inc.

7170 St-Laurent Blvd.

Montreal, Quebec H2S 3E2

o TEL: (514) 270-7111

o FAX: (514) 270-7785

Contact: Mr. André Gingras, Sales Manager

Cost: Basic membership fee, featuring all

services and including 50 Canadian credit reports,

is C\$1,170 (approx. US\$950). Reports by the unit

are C\$49 (approx. US\$35) each.

Remarks: One of the largest collection agency in

Canada. Provides full-service client credit

decision-making and management, including customer credit information
and account monitoring.

(2). Equifax Canada, Inc.

7171 Jean Talon East

Anjou, Quebec H1M 3N2

o TEL: (514) 355-4470

o FAX: (514) 355-5672

Contact: Ms. Nicole Benny

Cost: Products and reports range between C\$3.55

and C\$35 (approx. US\$2.50 - US\$26) each. Annual

membership fee is C\$60 (approx. US\$45).

Remarks: Provides a full range of decision-support products and services
for commercial credit applications. The automated services include:
Commercial Credit Reports; Commercial Report Plus; Business Principal
Data; and, Personal Property Security Act Services (PPSA). The updating
services include: Supplier and Bank Verification Services; Full
Investigative Reports; and, Scoring Services.

(3). Equifax / Creditel Canada Inc.

110 Sheppard Avenue East

North York, ON M2N 6S1

o TEL: (416) 590-8694

o FAX: (416) 590-8769

Contact: Mr. Murray Minuk, Sales Manager

Cost: Report is C\$49 (approx. US\$35).

Remarks: The largest commercial and consumer credit reporting agency
(approximately 1,500,000 reports) and one of the largest collection
agencies in the country. Provides comprehensive reports on individual
companies that include: bank references, trade references, litigation
records, payment trends, collection claims and detailed company
information. Current reports are available by PC access (most of their
clients receive their reports this way) or by fax.

i\. Golden Choice Credit Reporting Agency Ltd.

11 Holland Avenue, Suite 605

Ottawa, Ontario

o TEL: (613) 746-7090

o FAX: (613) 746-1221

Contact:

j\. Maritime Investigation Services Inc.

P. O. Box 623

Kentville, Nova Scotia B4N 3N2

o TEL: (902) 681-3678

o FAX: (902) 681-6296

Cost: Services are US\$75 to US\$150, depending on the request
specifications.

k\. Sterling West Credit Corporation

500, 1111 - 11 Avenue SW

Calgary, AB T2R 0G5

o TEL: (403) 228-2727

o FAX: (403) 228-2707

Contact: Ms. Barrie Mainwaring, Vice President

Edmonton Location:

Suite 302, 4209 - 99 Street

Edmonton, AB T6E 5V7

o TEL: (403) 448-0720

o FAX: (403) 448-0788

Contact: Mr. Steve Cooke

Cost: Varies depending on the report requested.

Remarks: Provides business information services and commercial credit
reports worldwide.

6\. China

a\. Dun & Bradstreet China (Shanghai)

3dr Floor, Champion Building, 363 Chang Ping Road

Shanghai, China

200041

Contact: Ms. Holly Huang, Operations Manager

TEL: 86-21-6267-5041 (Direct Line), 6218-9403/2 ext. 28

FAX: 86-21-6267-1275

EMAIL: dboperat@online.sh.cn

Cost: US\$250.00

Deliver time: 10 working days

b\. SINOTRUST Business Risk Mgt. Ltd.

2/F, Jing An Center, No. 8 Beisanhuan Donglu

Beijing, China

100088

Contact: Mr. Chen Yang, Sales Manager

TEL: 86-10-6463-0711 (Direct Line), 6468-0431 to 0437 ext. 206

FAX: 86-10-6468-0438, 6468-0439 EMAIL: sinost@public2.bta.net.com

HOMEPAGE: www.sinotrust.com.cn

Cost : US\$100\--10 working days

US\$200---7 working days

US\$300---3 working days

7\. Czech Republic

a\. Dun & Bradstreet

Spalena 17, 110 00 Prague 1

Czech Republic

TEL: 420-2-2490-9235

FAX: 420-2-2491-1834

Remarks: Cost for basic corporate profile: app. \$140.00 (7-10 days)

b\. VVVMost, spol.s.r.o.

SSI Department of Strategic Services and Information

Topolova 1234

Most 43401, Czech Republic

TEL: 420-35-610-5888

FAX: 420-35-610-5888

EMAIL: vvv_most@bluebridge.cz

Remarks: Cost varies with information requested. Average price app.
\$160 (2-4 days for basic info, up to several weeks for detailed
analysis of personal and capital relationships)

8\. Denmark

a\. Dun & Bradstreet Danmark A/S

Egegaardsvej 39

DK-2610 Rodovre

Denmark

o TEL: 45/36 70 90 00

o FAX: 45/36 70 91 29

Remarks: (Note: Companies located in the U.S. are

advised to contact D&B in the U.S.)

b\. Kobmandstandens Oplysningsbureau A/S

Gammel Mont 4

DK-1117 Copenhagen K.

Denmark

o TEL: 45/33 11 12 00

o FAX: 45/33 11 16 29

c\. Nordan A/S

Banemarksvej 50A

DK-2605 Brondby

Denmark

o TEL: 45/43 43 27 77

o FAX: 45/43 43 29 57

Cost: Prices of reports vary from DKK 200 (\$32) for a

brief report to DKK 600 (\$97) for a full company profile with credit
information in English.

9\. Dominican Republic

a\. Centro de Informacion Crediticia de las Americas, S.A. (CICLA)

Coverage: Worldwide

Apartado Postal 11181

Ave. Abraham Lincoln No. 1019

Santo Domingo, Dominican Republic

o TEL: 809-227-1888

o FAX: 809-549-7227

b\. Fermin Acosta y Asociados

Coverage: Worldwide

Calle Emilio Prud=homme No. 26, San Carlos

Santo Domingo, Dominican Republic

o TEL: 809-686-4946

o FAX: 809-221-9917

Representatives in D.R. for: Dunn &Bradstreet

Graydon America

JI International

DIL Informes (Argentina)

10\. Ecuador

a\. Polit & Polit Abogados

Av. Naciones Unidas 1084 y Amazonas

Edif. BCO. La Previsora, TorreB, 8Vo. Piso, Ofic. 813

Quito, Ecuador

o TEL: 593-2-460-472

o FAX: 593-2-462-472

o E-MAIL: politpo2@politpolit.com.ec

Contact: Dr. Manuel Fernandez de Cordova V.

Cost: US\$250. Service is in Quito and Guayaquil.

Payment must be made in advance. Delivery within 30

days.

b\. Ms. Lise-Lotte Dahl

MBA

San Ignacio 145 y Gonzalez Suarez

Edif. Diana Apt. 7B

Quito, Ecuador

o TEL: 593-2-223-318

o FAX: 593-2-223-318 (Same as telephone)

Contact: Ms. Lise-Lotte Dahl

Cost: US\$250 for Quito and US\$350 Guayaquil. Payment

must be made in advance. Delivery within 30 days.

11\. Finland

a\. Dun & Bradstreet Finland Oy

Sinimaentie 14 B

FIN-02630 Espoo

Finland

o TEL: 358-9-2534-4400

o FAX: 358-9-502-2940

Remarks: Companies located in the U.S. are advised to contact

D&B in the U.S.

b\. Suomen Asiakastito Oy

P.O. Box 16

FIN-00581 Helsinki

Finland

o TEL: 358-9-148-861

FAX: 358-9-730-180

Remarks: Companies located in the U.S. are advised to contact:

Graydon America, Suomen Asiakastieto Oy\'s partner in

the U.S.

116 John Street, Suite 3300

New York, NY 10038

TEL: 1-800-466-3163

FAX: 212-385-9580

12\. France

Use the list of U.S. firms providing financial information on foreign
companies.

13\. Germany

a\. Creditreform

Lennestrasse 30

53113 Bonn, Germany

o TEL: 49/228/267940

o FAX: 49/228/229262

Cost: DM 120 + 15% VAT per report

b\. D&B Schimmelpfeng

Hahnstrasse 31-35

60528 Frankfurt, Germany

o TEL: 49/69/663030

o FAX: 49/69/66303175

Cost: DM 300 + 15% VAT per report

Both companies in Germany provide reports in English.

14\. Hong Kong

Dun & Bradstreet Corporation

8310 Capital of Texas Highway

Suite 200

Austin, Texas 78731

o TEL: (512) 346-3030

o FAX: (512) 794-7670

15\. India

Dun and Bradstreet India Private Limited

U & I Business Center

F-41, South

Extension, Part I

New Delhi 110 049, India

o TEL: 91-11-4641662 / 4622813 / 4625584 / 4621586

o FAX: 91-11-4641663 / 4623305

Contact: Mr. Arun Thukral, Regional Manager

Cost: Standard background report, approx. \$288

Remarks: When ordering, specify \"ICP Report\" for speedy

action.

16\. Indonesia

P.T. Global Infoserve Indonesia

Granadha Building

5th Floor

Jalan Jend. Sudirman Kav 50

Jakarta 12930

o TEL: 62-21-525-3657/4373/4414/6573

o FAX: 62-21-525-2153

17\. Ireland

Dun & Bradstret Ireland

Holbrook House

Holles Street

Dublin 2

o TEL: 353-1-676-4239

o FAX: 353-1-676-9301

18\. Italy

a\. Dun & Bradstreet Kosmos SpA

Via dei Valtorta 48

20127 Milano

o TEL: 39/2/284551

o FAX : 39/2/2870181

Dun & Bradstreet Kosmos accept orders for reports only from companies
based in Italy.

Reports should be ordered at the nearest D&B office in the country where
the company is

based.

b\. Ponzi SpA

Corso Monforte 9

20122 Milano

o TEL: 39/2/76002821

o FAX: 39/2/781515

Cost of a standard report, in english, that includes a financial analyis
(indicated for

corporation) is of Lit. 250,000 (\$150), a report on general
partnerships (Infoditta)

costs Lit. 150,000 (\$90).

c\. Euroinform Italia srl

Via Roma 108/F

20060 Cassina de= Pecchi MI

o Tel: 39/2/954291

o Fax: 39/2/95301869

Cost of a standard report in english (equivalent to an ICP) depends on
the delivery

time requested. A report delivered in 30 days cost Lit. 108,000 (\$63);
in 15 days

Lit. 130, 000 (\$76); in 7 days Lit. 240,000 (\$140); in 3 days Lit.
380,000 (\$220).

d\. Lince SpA

Corso Vittorio Emanuele 22

20122 Milano

o TEL: 39/2/77541

o FAX: 39/2/76020458

Provides a series of services, even on-line, to subscribers. It will
provide quotations

on single reports and services on request.

19\. Japan

a\. Teikoku Databank, Ltd.

2-5-17 Minami-aoyama

Minato-ku, Tokyo 107-0062

o TEL: 81-3-3404-5235

o FAX: 81-3-3404-2164

Contact: Mr. Tadashi Kurosu, General Manager, Planning Dept.

Cost: Credit reporting service varies from approx.

\$220 to \$390 (18,480 to 32,760 Japanese yens); in-house

database includes data on 1.02 million Japanese

companies.

Remarks: Provides English-language information products comparable to
the ICP; produces the Dialog On-Disc Japan Company Factfinder, a
quarterly CD-ROM of Japanese company profiles in English; has a
subsidiary in New York and is able to provide comprehensive information
services on the Japanese market and companies; is one of the two largest
credit reporting services in Japan and maintains excellent databases of
Japanese companies; is able to prepare more detailed or customized
reports upon requests of clients.

b\. Teikoku Databank American, Inc.

747 Third Avenue, 25th Fl.

New York, NY 10017

o TEL: 212-421-9805

o FAX: 212-421-9806

c\. D & B Information Services Japan, K.K. (D&B)

Aobadai Hills 5F

4-7-7 Aobadai, Meguro-ku, Tokyo 153-0042

o TEL: 81-3-3481-3561

o FAX: 81-3-3481-3570

Contact: Mr. Fumiaki Uno, Account Representative

Cost: The contract price of D&B business information reports on
companies in Japan varies from \$288 to \$598 (24,192 to 50,232 Japanese
yens), depending on the volume of reports per year. A D&B Analysis
Report (which is a complete credit report of TSR in Japanese and
includes a one sheet summary in English prepared by D&B Japan) has a
price range between \$180 and \$266 (15,120 to 22,344).

Remarks: Provides English and/or Japanese language reports comparable to
the ICP; is a Japanese subsidiary of the Dun & Bradstreet Corporation of
the U.S.; also became a partner with another large Japanese credit
reporting firm, Tokyo Shoko Research (TSR), in July 1994; has a database
of more than 250,000 Japanese companies and now exchanges data files
with TSR; is able to prepare more detailed or customized reports upon
requests of clients.

d\. Tokyo Shoko Research, Ltd. (TSR)

Shinichi Bldg.

1-9-6 Shinbashi

Minato-ku, Tokyo 105-0004

o TEL: 81-3-3574-2287

o FAX: 81-3-3574-2224

Contact: Mr. Kuniei Saitoh, Managing Director

Cost: Can provide ICP-type reports at reasonable prices.

Remarks: Provides English and/or Japanese language reports comparable to
the ICP; is able to prepare more detailed or customized reports upon
requests of clients; is one of the two largest credit reporting
companies in Japan; also became a partner with another large Japanese
credit reporting firm, Dun & Bradstreet Business Information Services
(D&B), in July 1994; its own in-house database includes profiles of more
than 1 million Japanese companies.

20\. Korea

Dunn and Bradstreet Information Services

World Trade Center, #2407

159 Samsung-dong, Kangnam-Ku

Seoul, Korea

TEL: 822-551-8110

FAX: 822-551-8111

Cost: About \$250 per report. Reports can also be ordered

from D&B in the U.S.

21\. Netherlands

a\. Dun & Bradstreet BV

> P.O. Box 278

3000 AG Rotterdam

The Netherlands

o TEL: 31-10-4009400

o FAX: 31-10-4140994

22\. New Zealand

a\. Dun & Bradstreet (New Zealand) Ltd.

2 Kitchener Street

PO Box 9589

Auckland, New Zealand

o TEL: 64 (9) 377-7700

o FAX: 64 (9) 309-2050

b\. Baycorp Holdings Ltd.

4th Floor, Baycorp House/15 Hopetown Street

Ponsonby

PO Box 68326

Auckland

New Zealand

o TEL: 64 (9) 356-5877

o FAX: 64 (9) 356-5844

c\. Creditcorp Holdings Ltd.

12th Floor, 17 Albert Street

PO Box 803

Auckland

New Zealand

o TEL: 64 (9) 303-1719

o FAX: 64 (9) 366-4734

23\. Norway

a\. Bonnier Kreditt Fakta AS

Postboks 2583, Solli

N-0203 Oslo, Norway

o TEL: 47-22-92-54-80

o FAX: 47-22-92-54-10

Cost: A single report can cost around NOK600 (approx.

\$100).

Remarks: Provides general company information,

financial analyses, and yearly reports; uses a system

called \"Faxback\" and another called \"New Biz CD-Rom.\"

b\. Creditinform

Postboks 5275 Majorstua

N-0305 Oslo, Norway

o TEL: 47-22-93-20-00

o FAX: 47-46-53-90

Cost: Each report includes Basic Facts Report (NOK

330, approx. \$50), Account Report(NOK 205, \$30), Credit Rating Report,
and a general overview of the company with account figures (cost not
given).

Remarks: Provides information on all registered businesses in Norway,
including credit ratings, tax assessments, ownership and subsidiary
information.

c\. Dun & Bradstreet Soliditet AS

Stalfjaera, Postboks 183, Kalbakken

N-0903 Oslo, Norway

o TEL: 47-22-89-73-00

o FAX: 47-22-89-73-03

24\. Philippines

a\. Leverage International (Consultants) Incorporated

CPO Box 3395 Makati

Ste. 114 Legaspi Suites

178 Salcedo St., Legaspi Village

Makati City

o TEL: 632-810-1389; 818-6828; 813-2473

o FAX: 632-810-1594

o E-MAIL: LVRGE@MAIL.WORLDTELPHIL.COM

o Contact: Ms. Cecilia A. Sanchez, Chairperson and CEO

Cost: The price per report for the four different types of reports are:
first type, \$325; second type, \$500; third type, \$770; and fourth
type, \$1,920 for a 1-3 company-coverage, and \$385 for each additional
company.

Remarks: Provides four different types of background

reports. First Type: Regular, ICP-type report on one company; and,
completed in 7-10 days. Second Type: Report on an individual person;
10-15 days; and, coverage includes name, citizenship, office address,
phone number, character references (checking). Third Type: Report on a
single competing company; 15-20 days; and, coverage includes, location,
officers/directors, operation, industry market share, distributors list,
pricing structure, and source and type of technology used. Fourth Type:
Report on 1-3 companies or 3 or more companies; 15-20 days; and,
coverage includes, location, plant capacity, management/ownership group,
organization and production set up, pricing structure, trade and trade
practices, and distribution network, sales, and facilities.

b\. Credit Information Bureau, Inc.

2nd Floor, PNB Financial Center

Roxas Boulevard, Manila

o TEL: 632-526-3178 to 82

o FAX: 632-526-3603

o E-MAIL: JYLADAO@MAIL.WEBQUEST.COM

o Contact: Mr. Jaime C. Ladao, President

Mr. Ernesto Santiago, V. President

Cost: The prices listed for four types of reports are for searches on
firms and individuals located within metropolitan Manila; for searches
outside this area, the prices will vary. The price of reports normally
completed in 10 day costs \$100; the 5-7 days \"rush/urgent\" order
costs \$200; and, the 3-5 days \"flash\" order costs \$300. Mode for
delivering the reports is normally by fax or e-mail, followed by
airmail.

Remarks: The only credit agency in the country. Provides centralized
business/credit information on local and foreign firms and individuals.
Serves as the correspondent to and local representative of Dun and
Bradstreet International. Provides four types of background reports.
Completion is normally in 10 days;in 5-7 days for \"rush/urgent\" orders
and in 3-5 days for \"flash\" orders. Corporate Business Report: a
comprehensive report, including management history, operations, payment
records, bank references, and business and financial status. Individual
Business Report: background coverage includes identification, business
affiliations and reputation, assets, and financial and credit standing.
Key Report: an in-depth report answering particular questions
specifically requested by the client. Financial Analysis Report:
evaluates a company\'s financial status, including position,
profitability, and liquidity.

c\. Pinkerton Consulting Services

4th Floor, Thomas Jefferson Cultural Center Bldg.

395 Sen. Gil J. Puyat Ave. Ext.

Makati City 1200

o TEL: 632-899-3934/895-9404/890-4385

o FAX: 632-899-5037

o E-MAIL: PINKERTON@PORTALINC.COM

o Contact: Mr. Jon Dos Santos, Gen. Manager

Mr. Eric Jude O. Alvia, Fin./Commrl.

Investigation Mgr.

Cost: The price of the company/individual report is \$750, plus 25% for
disbursement fees and VAT. Completion time is 30 days.

Remarks: Specializes in consulting and security investigation and
operates in nine different Asian countries. Provides company/individual
information reports. Report coverage includes company profile, ownership
information, contact information, type of business, products and
services, industry brief, company background, identification of officers
and managers, listing of major clients, shareholders profile, financial
summary, credit history, employment profile, business licences, and
assessment of business reputation and risk.

25\. Poland

a\. Dun & Bradstreet

Ul. Krzywickiego 34 III Fl.

02-078 Warsaw

o TEL: (48-22) 625-72-02/03/04

o FAX: (48-22) 622-3667

Contact: Rob Arthur, General Manager

Remarks: Provides information on all types of businesses, collection
services on overdue accounts, marketing data, and publications in
traditional(hard copy) and electronic form.

b\. Infocredit

Ul. Smolna 40

00-920 Warszawa

o TEL: (48-22)-26-61-78

o FAX: (48-22)-26-81-84

KOMERTEL TEL/FAX: (48-22)-275-486

Cost: The price for an English language report,

depending on how detailed the requested information is, varies from \$90
to \$120.

Remarks: Provides detailed company financial information including
sales, means of production, bankruptcy, liquidation and tender sales,
claims and debts, and creditor-debtor agreements data. Offers an audit
service of a company\'s debts, and advises on possible credits.

c\. Creditreform Polska Sp. z o.o.

Ul. Parkingowa 1

00-504 Warszawa

o TEL: (48-22)-62-82-68

o FAX: (48-22)-623-67-71

Cost: The price for a single report in English for non-members is \$115.

Remarks: Has offices also in Poznan and Wroclaw.

d\. Incona Miedzynarodowa Agencja Consultingowa

Ul. Chmielna 34/66

00-020 Warszawa

o TEL/FAX: (48-22)-264-891

Cost: The price for a single report in English is about \$100 (this is a
basic report which does not include financial balance information). A
report with a financial balance and financial analysis is about \$130.

Remarks: Provides basic information on businesses, extended reports on
businesses (which include assessment of competitors), market facts and
figures, and other business related information. Offers international
trade development and business management services, including among
others: market entry strategy, market analysis reports, marketing and
feasibility studies. Clients include Reuters Limited in London and
Polish Information and Publishing Agency BOSS.

e\. \"InfoData\" Biuro Informacji Gospodarczej, Procedur I

Legalizacji Krajowej Izby Gospodarczej

Ul. Trebacka 4

00-074 Warszawa

o TEL: (48-22)-274-088

o FAX: (48-22)-635-99-21

Cost: The price of the report is \$55.

Remarks: Has branches throughout the country in the Local Economic
Chambers. Serves as an inquiry branch of the Polish National Economic
Chamber. Provide basis business information, extended reports with more
specific information about a company, a collection service for overdue
accounts. Uses regional chambers of commerce and industry as information
sources, among others.

f\. Intercredit Warszawa Sp. z o.o.

Ul. Mokotowska 49

00-950 Warszawa

o TEL: (48-22)-660-04-07

o FAX: (48-22)-660-02-33

Remarks: Has branch offices in Poznan, Katowice and Gdansk. Offers news
service about bankruptcy and court decisions.

26\. Portugal

a\. Dun & Bradstreet Lusitana, Ltd.

Rua Barata Salgueiro, 28-3

1200 Lisbon, Portugal

o TEL: (351-1) 356 32 65

o FAX: (351-1) 352 46 95

b\. Mope-Informacao Para Gestao de Empresas, Ltd.

Rua de Santa Marta, 43-4

1100 Lisbon, Portugal

o TEL: (351-1) 352 29 96

o FAX: (351-1) 352 04 18

Contact: Paulo Viera

27\. Russia

Dun & Bradstreet C.I.S. (Moscow)

3rd Khoroshevski Proezd, Building 1, 4th Floor

Moscow, Russia 123007

o TEL: 7-095-940-1816

o FAX: 7-095-940-1702 (or 1708)

EMAIL: judin@dunbrad.msk.su

Contact: Mr. Vladimir V. Yudin, Representative

Cost: \$200 per report with discounts for bulk orders.

Report name is \"Business Information Report.\" Reports also can be
obtained by contacting local U.S. D&B offices.

28\. Saudi Arabia

Most Saudi firms and banks do not disclose financial or other
information concerning reputation and resources. U.S. firms should rely
on contacting the firm directly and using U.S. banks and U.S. credit
service firms.

29\. Singapore

Dun and Bradstreet (Singapore) Pte Ltd.

Park Mall, 9 Penang Road

Unit 09-20

Singapore 248485

o TEL: (65) 334 3336

o FAX: (65) 334 2465

Cost: \$250

30\. Slovak Republic

a\. Intercredit Bratislava s.r.o.

> Safarikovo nam. 7
>
> 811 02 Bratislava

Slovak Republic

> o TEL: 421 7 324 367-9
>
> o FAX: 421 7 361 487

o E-mail: intercredit@intercredit.sk

Contact: ms. Iva pavlovicova

Cost & Delivery time: Normal 8 working days USD appr \$ 85.00

Express 4 working days USD appr \$170.00

Super express 8 hours USD appr \$260.00

b\. Creditform s.r.o.

liptovska 33

821 09 Bratislava

Slovak Republic

o TEL: 421 7 521 6989, 521 6991

o FAX: 421 7 521 7114

o Contact: Mr. Pavol Luksic

Cost: Delivery Time: 8 working days USD appr \$ 105.00

3 working days USD appr \$ 210.00

8 hours USD appr \$260.00

c\. Slovenska Informacna A Marketingova Spolocnost s.r.o.

Ivanska cesta 23

820 04 Bratislava

Slovak Republic

oTEL/FAX: 421 7 522 7714-5, 522 1987

Contact: Mr. A. Tinka

Cost: USD appr. 35.00

31\. South Africa

a\. Robertsons Reports

o TEL: 11-27-11-789-1453

o FAX: 11-27-11-789-5130

Contact: Mr. E. Robertson

b\. Information Trust Co (Formerly Dunn & Bradstreet)

o TEL: 11-27-11-488-2911

o FAX: 11-27-11-488-2282

Contact: Ms. Linda Evans

c\. Kreditinform

o TEL: 11-27-11-886-2903

o FAX: 11-27-11-886-3837

Contact: Mr. Michael Hussey

32\. Spain

Salvador de Madariaga

1 - Plta 2

28027 Madrid

o TEL: 34-1-377 9100

o FAX: 34-1-377 9101

33\. Sweden

a\. Dun & Bradstreet Soliditet AB

Box 1506

S-171 29 Solna, Sweden

o TEL: 46-8-705 10 00

o FAX: 46-8-735 42 63

Contact: Mr. Tomas Carlqvist

Cost: For a background report containing somewhat less information than
a standard report: approx. \$50 (361 Swedish kronors). Established in
1908.

b\. AB Svensk Upplysningstjanst

Box 244

S-201 22 Malmo, Sweden

o TEL: 46-40-729 00

o FAX: 46-40-23 29 45

Contact: Mr. Bo Stjerna

Cost: For a standard background report: approx. \$72

(525 Swedish kronors).

Remarks: Established in 1947.

c\. UC AB International

S-114 96 Stockholm, Sweden

o TEL: 46-8-670 90 00

o FAX: 46-8-670 90 20

Contact: Ms. Eva Donell or Mr. Leif Eckerman

Cost: For a standard background report, approx. \$83

(605 Swedish kronors). For a report whose requirements exceed the
standard report, approx. \$113 per hour (810 Swedish kronors per hour).
Company\'s standard report doesn\'t meet the requirements of a ICP.

Remarks: Established in 1977, the company functions as the Swedish
Business and Credit Information Agency, and is jointly owned by all the
Swedish commercial banks. FCS Stockholm has been using this credit
source which has proved to be outstanding as far as accuracy, delivery
time and personal service is concerned. Approximate delivery time is 8
workdays.

34\. Switzerland

D&B Novinform AG

In der Luberzen 1

8902 Urdorf

o TEL: (41-1) 735 61 11

o FAX: (41-1) 735 65 84

35.Taiwan

a\. Dun & Bradstreet

12/F, 188 Nanking E. Road, Sec. 5

Taipei, Taiwan

o TEL: 886-2-756-2922

o FAX: 886-2-749-1936

Costs: Estimated US \$290 per report.

Remarks: Reports can also be ordered from D&B in the United States.

b\. China Credit Information Services, Ltd.

5/F, Building C, 115, Tung Hsin St.

Taipei, Taiwan

o TEL: 886-2-765-3266

o FAX: 886-2-765-6033

Costs: Estimated US \$150 per report taking 14-21 days; for time taking
10-12 days estimated US \$185.

36\. Thailand

a\. Asian Pacific Research Ltd.

Room 505, Tonson Building

50 Soi Tonson, Ploenchit Road

Lumpini, Pathumwan

Bangkok, 10330 Thailand

o TEL: 662-652-1867/9

o FAX: 662-652-1870

E-MAIL: crawford@ksc7.th.com

Contact: Susan Crawford, Senior Consultant

Cost: US\$ 250.

Remarks: Asian Pacific Research Ltd. is a member of the Pacific
Consulting Group which specializes in research and evaluation, entry and
investment strategy, multicultural management, and corporate
communications. The group has operated in Bangkok since 1990 and
maintains other offices in Hong Kong, Taipei, and Tokyo.

b Dun & Bradstreet (Singapore) Pte., Ltd.

9 Penang Road #09-20

Park Mall, Singapore 238459

o TEL: (65) 334-3336

o FAX: (65) 334-2465/69

Internet: Ichee@dunsmail.dnb.com

Contact: Mr. Leon Chee, Director

c\. Zenith Development consultants Ltd.

2/11 Withawu Road, Patumwan

Bangkok 10330

o TEL: 662-267-9141/3

o FAX: 662-267-9145

Contact: Mr. Benjamin Bishop, Consultant

d\. Asian Solutions Research

Lang Suan House

72/26 Soi Lang Suan

Bangkok 10330, Thailand

o TEL: 662-652-0940

o FAX: 662-652-1842

Contact: Mr. Bill Condie, Managing Director

37\. United Arab Emirates (UAE)

SSS Corporate Research

P.O. Box 7841

Abu Dhabi, UAE

o TEL: 971-2-263455

o FAX: 971-2-263466

Contact: Mr. Peter Alcock, Managing Director

Cost: \$200 or UAE Dirhans 735 if requested locally. Payment is required
in advance.

Remarks: Reports can be provided within one week. Service is available
across the entire UAE, including Abu Dhabi and Dubai. Copies of reports
are also provided to the embassy commercial section.

38\. United Kingdom

a\. Financial Times

1 Southwark Bridge

London SE1 9HL

United Kingdom

o TEL: 44-171-873-4211

o FAX: 44-171-873-3069

Contact: Mr. Stewart Hawthorne, Deputy Manager or Mr. Tony Northeast,
Director.

Cost: For standard background report, approx. \$40 (25 British
pounds);for a full report, approx. \$112 (70 British pounds).

b\. Dun and Bradstreet, Ltd.

Holmers Farm Way

High Wycombe

Buckinghamshire HP12 4UL

United Kingdom

o TEL: 44-1494-422-000

o FAX: 44-1494-422-260

c\. Standard & Poor Compustat

Wimbledon Bridge House

One Hartfield Road

Wimbledon, London SW19 3RU

United Kingdom

o TEL: 44-181-545-6282

o FAX: 44-181-545-6292

39\. Venezuela

a\. Dun and Bradstreet, C.A.

Ave. Principal Colinas de Bello Monte

Edf. Centro Cristobal, Pisos 8-9

Caracas, Venezuela

o TEL: (58-2) 752-9322

o FAX: (58-2) 752-2178

Contact: Mr. Tirso Navarro, General Manager

Cost: Comparable to D&B in U.S. Various types of business information
reports are offered. Turnaround time is several days to over a week;
more for firms in the interior.

b\. Oficina Tronconis, S.A.

Ave. Valencia Parpacen No. 49, Piso 1-D

(Radio Tiempo), La Florida

Caracas, Venezuela

o TEL: (58-2) 731-3920

o FAX: (58-2) 731-3609

Contact: Mr. Samuel Prince, Manager

40\. Vietnam

a\. Dun & Bradstreet

6 Temasek Boulevard

#06-05/06 Suntec Tower Four

Singapore 038986

Contact: Ms. Alicia Shing or Ms. Yvonne Thow, Credit Services

o TEL: (65) 434-9547 - Ms. Shing

o TEL: (65) 434-9540 - Ms. Thow

o FAX: (65) 434-9501

Remarks: D&B charges S\$375 (Approximately US\$230) For each report.
There is also an option of setting up a corporate account, for which a
firm would a firm would pay a S\$200 (Approximately US\$112) membership
fee, and then \$312.50 (Approximately US\$205) per report.

Burma

a\. Integrated Marketing, Ltd.

274A Pyay Road, Hlaing Township

Yangon, Myanmar

o TEL: (95) (1) 34872

Contact: Mr. Maung Maung Kha Swe, Managing Director

b\. Yadana Enterprises Group, Ltd.

816 Mahabandoola Street, Lanmadan

Yangon, Myanmar

o TEL: (95) (1) 24389

Contact: Mr. Than Tun Aung, Managing Director

The Bureau of Export Administration

U.S. Department of Commerce

[]{#__RefHeading___Toc456170277 .anchor}[KNOW YOUR CUSTOMER
GUIDANCE]{.underline}

Visit the BXA Red Flag Indicators page and\... always check the parties
to your export transactions against BXA\'s Denied Persons
List\...**BXA\'s web site is www.bxa.doc.gov**

Certain provisions in the Export Administration Regulations (EAR)
require an exporter to submit an individual validated license
application if the exporter \"knows\" that an export that is otherwise
exempt from the validated licensing requirements is for end-uses
involving nuclear, chemical, and biological weapons (CBW), or related
missile delivery systems, in named destinations listed in the
regulations.

BXA has issued the following guidance on how individuals and firms
should act under this knowledge standard. This guidance does not change
or revise the EAR.

**1. Decide whether there are \"red flags.\"**

Take into account any abnormal circumstances in a transaction that
indicate that the export may be destined for an inappropriate end-use,
end-user, or destination. Such circumstances are referred to as \"red
flags.\" Included among examples of red flags are orders for items which
are inconsistent with the needs of the purchaser, a customer\'s
declining installation and testing when included in the sales price or
when normally requested, or requests for equipment configurations which
are incompatible with the stated destination (e.g.\--120 volts in a
country with a standard of 220 volts). Commerce has developed lists of
such \"red flags\" which are not all-inclusive but are intended to
illustrate the types of circumstances that should cause reasonable
suspicion that a transaction will violate the EAR.

**2. If there are \"red flags.\"**

If there are no \"red flags\" in the information that comes to your
firm, you should be able to proceed with a transaction in reliance on
information you have received. That is, absent \"red flags\" (or an
express requirement in the EAR), there is no affirmative duty upon
exporters to inquire, verify, or otherwise \"go behind\" the customer\'s
representations. However, when \"red flags\" are raised in the
information that comes to your firm, you have a duty to check out the
suspicious circumstances and inquire about the end-use, end-user, or
ultimate country of destination.

The duty to check out \"red flags\" is not confined to the use of
general licenses affected by the \"know\" or \"reason to know\" language
in the EAR. Applicants for validated licenses are required by the EAR to
obtain documentary evidence concerning the transaction, and
misrepresentation or concealment of material facts is prohibited, both
in the licensing process and in all export control documents. You can
rely upon representations from your customer and repeat them in the
documents you file unless \"red flags\" oblige you to take verification
steps.

**3. Do not self-blind.**

Do not cut off the flow of information that comes to your firm in the
normal course of business. For example, do not instruct the sales force
to tell potential customers to refrain from discussing the actual
end-use, end-user and ultimate country of destination for the product
your firm is seeking to sell. Do not put on blinders that prevent the
learning of relevant information. An affirmative policy of steps to
avoid \"bad\" information would not insulate a company from liability,
and it would usually be considered an aggravating factor in an
enforcement proceeding. Employees need to know how to handle \"red
flags.\" Knowledge possessed by an employee of a company can be imputed
to a firm so as to make it liable for a violation. This makes it
important for firms to establish clear policies and effective compliance
procedures to ensure that such knowledge about transactions can be
evaluated by responsible senior officials. Failure to do so could be
regarded as a form of self-blinding.

**4.Reevaluate all the information after the inquiry**

The purpose of this inquiry and reevaluation is to determine whether the
\"red flags\" can be explained or justified. If they can, you may
proceed with the transaction. If the \"red flags\" cannot be explained
or justified and you proceed, you run the risk of having had
\"knowledge\" that would make your action a violation of the EAR.

**5.Refrain from the transaction, disclose the information to BXA \[See
how to report a possible violation\], and wait.**

If you continue to have reason for concern after your inquiry, then you
should either refrain from the transaction or submit all the relevant
information to BXA in the form of an application for a validated license
or in such other form as BXA may specify. Industry has an important role
to play in preventing exports and reexports contrary to the national
security and foreign policy interests of the United States. BXA will
continue to work in partnership with industry to make this front line of
defense effective, while minimizing the regulatory burden on exporters.
If you have any question about whether you have encountered a \"red
flag,\' you may contact BXA\'s Office of Export Enforcement or use this
form to submit a confidential tip. \[Please note that use of the form
will not generate any return e- mail to you so that the information you
submit will remain confidential. If using this form please select
\"Enforcement Lead/Tip\" from the pull-down menu as the subject to
ensure the confidentiality of the information submitted.

[]{#__RefHeading___Toc456170278 .anchor}[HOW AMERICANS NEGOTIATE AND
WHY]{.underline}

**When we communicate with others, we (and they) make certain
assumptions about:**

-   The process of perceiving

-   How others will judge

-   What others think about

-   How they reason

**Correct assumptions aid the communication process, incorrect ones
impede it and misunderstandings and stalled or deadlocked negotiations
result. It is essential that:**

-   Americans know their own assumptions

-   We know the assumptions of the other side

-   We discern ways to bridge the gap

**It is difficult to generalize about the cultural of the United States
for two reasons:**

1\. Not all foreigners see us the same. For example, while we appear
unemotional and cold to Latins, we may appear hyperbolic, frenetic and
impulsive to Asians.

2\. Traditional American values are undergoing profound revaluation. The
United States is a society in flux and one moving toward
multiculturalism.

**Nevertheless, the following are a combination of general
characteristics that Americans bring to the negotiating table:**

*We are ethnocentric*

-   So are most peoples, but Americans are used to high status, power
    and success in world trade

-   Our values were forged on the frontier

-   Strong isolationist strain in American culture

*American are individualists par excellence*

-   Our cultural teaches us to stand on our own two feet

-   \"I can go it alone\"

-   Responsibility for decisions lie with the individual

-   Friendships and relations are not deep and lasting

-   We lack cooperation skills

-   We join groups to seek our own goals

*We are seen as workaholics*

-   American cultural defines a person by their work

-   Necessary to work hard to get ahead

-   The schedule becomes all important

-   We want to work first and socialize later

-   In other parts of the world, many other factors are equally or more
    important than work, hence there is no need to rush into it

*Short-term profits motivate more than long-term considerations*

-   Negotiators under pressure from management to produce tangible
    results quickly

*Achievement is more important than rank*

-   Position is achieved and tenuous

-   Identity is within self and defined by work

-   Task-oriented

-   Achievement motivates

-   Anticipation of future time

*Americans are utilitarian*

-   What works is valued

-   Goals are evaluated in terms of their consequences and utility

*Activity is better than stasis*

-   Concern with doing

-   Getting things done

-   Progress and moving toward the new

-   Vigorous youth is valued

*In planning, goals are less important than:*

-   Means, procedures and techniques

-   Action: When in doubt, do something!

-   Tendency to wing it

-   Planning is to anticipate consequences

*Quick is better than slow*

-   Efficiency and speed are equated

-   The pace of American business is fast, busy and driving

-   Brief introductions and forms of social address

*Persistence is highly valued by Americans*

-   Stick-To-It attitude and hard work will win the day

-   Don\'t take no for an answer

-   Americans come on too strongly in negotiations

*Americans seem overly concerned with facts and being precise*

-   We feel decisions should be made on factual basis

-   Strong belief in reason and rationality

-   The world operates in a rational, knowable, controllable way

*Americans also are seen as relying too heavily on reason to make
business decisions*

-   Decisions should be made by those affected because they will know
    the reasons

-   Many cultures emphasize tradition or intuitions as the basis of
    decision making

*One thing at a time*

-   We reason in a stepwise fashion

-   We attack a complex negotiation sequentially

*We are not sociable enough by most foreign standards*

-   Since work defines ourselves, that\'s what we do first, then we
    relax.

*Americans are said to discuss business too much*

-   Because work is of primary significance, we spend a great deal of
    time on it

-   Socializing comes after work

-   Social reciprocity should be equal and limited

-   Circumstance, not tradition, determine social reciprocities

*We are seen as being too quick to become intimate*

-   We value informality

-   Equality over hierarchy and social class

-   Americans try to minimize status differences

-   We use first names, dress and sit informally

-   Americans move quickly into a close friendship

*Americans are concerned with power and control*

-   Our culture teaches us that society is competitive and you need
    leverage to get what you want

-   Frontier society taught tenacity in overcoming the wilderness

-   Environment seen as hostile, including other people and groups

-   People are \"naturally\" competitive and aggressive

-   Social aggression is seen as acceptable, interesting or fun

-   Competition is seen as healthy and constructive

*Negotiation is:*

-   Positional

-   Based on give and take

*Negotiating leverage come from:*

-   Persuasion of the individual

-   Power

-   Guilt

*In Negotiation, give-and-take concessions are a sign of good faith*

-   In many parts of the world, give-and-take is seen as far too
    competitive. Negotiation is a showcase to ceremonially highlight
    what has been agreed upon in private.

-   In America, negotiation is about give-and-take of offers and
    counteroffers.

*Americans get upset if they can\'t deal with the \"highest\" authority*

-   We expect a \"chain of command\" similar to ours

-   Americans don\'t understand group decision-making

####### Americans are direct in communication

-   Don\'t beat around the bush

####### We value truthful information exchange

-   Honesty is the best policy

-   Laying your cards on the table is a sign of good faith

-   To be devious creates distrust

*Americans are generous and altruistic*

-   We assume foreigners will be fair and reasonable by our standards

-   We may give a concession in order to get an equal concession in
    return

*Americans need to be liked*

-   We often tell them a secret to show good will

-   We may give concession to be liked

*Silence is a sign of deviousness*

-   Speaking indicates a willingness to negotiate

-   Silence equals deadlock

*Americans can also appear quite opinionated*

-   As children we are taught to have opinions

-   Few Americans take pride in changing their minds

####### A deal is a deal

-   A handshake closes the deal

-   A contract seals it, despite future events

-   Commitment is short

[]{#__RefHeading___Toc456170279 .anchor}[THE BEST NEGOTIATION STRATEGY
OVERSEAS]{.underline}

We can learn the basic skills necessary to negotiate overseas. Among
others they include:

-   Learn about their way of doing business

-   Be PATIENT!

-   Prepare \-- don\'t shoot from the hip

-   Expect a long negotiation

-   Don\'t be too straightforward and eager to work

-   Socialize and observe their etiquette

-   Try the win-win approach first

-   Be prepared to be tough if necessary

-   Don\'t be hung up on the schedule

-   Make time work for you, not against you

-   Take a long term view of the business at hand

-   Be flexible

-   Look for the best deal for both parties

[]{#__RefHeading___Toc456170280 .anchor}[CHECKLIST FOR AGENT/DISTRIBUTOR
AGREEMENTS]{.underline}

The first and most important consideration is to ensure that the
agreement clearly states what the relationship actually is \-- agent or
distributor. The rights and duties of the two different relationships is
very significant (see following article). Given this distinction, the
agreements should state very plainly and clearly what relationship is
being established.

The following basic items normally are included in a typical foreign
sales agreement:

-   Date when the agreement goes into effect

-   Duration of the agreement

-   Provisions for extending or terminating the agreement

-   Description of product lines included

-   Definition of sales territory

-   Establishment of a policy governing resale prices

-   Maintenance of appropriate service facilities

-   Restrictions to prohibit the manufacture and sale of similar and
    competitive products

-   Designation of responsibility for patent and trademark negotiations
    and/or policing

-   The assignability or non-assignablility of the agreement and any
    limiting factors

-   Designation of the country of contract jurisdiction in the case of
    dispute

-   Determine whether the relationship is exclusive versus non-exclusive

-   State which geographic regions are to be covered

-   Set forth issues of payment for the products (in the case of a
    distributor) and for payments of commissions (in the case of agents)

-   Determine the currency in which payments are to be made and address
    currency fluctuation issues

-   Provide specific provisions regarding renewal of the agreement,
    including specific parameters for performance, promotional activity
    and notice of desire to renew

-   Establish a specific provision for termination of the agreement and
    for what reasons, i.e., failure to perform to the terms of the
    contract. (Be careful with this provision. Some foreign countries
    restrict or prohibit termination without must cause or
    compensation.)

-   Outline the termination process for the end of the agreement period

-   Provide for workable and acceptable dispute settlement clauses

-   Assure that the agreement addresses whether or not intellectual
    property rights are being licensed or reserved

-   Do not allow, without sellers consent, the contract to be assigned
    to another party (sub-agents or sub-distributors) to be used to
    fulfill obligations in the contract or the contract to be
    transferred with a change of ownership or control over the
    agent/distributor

-   Assure that your contract complies with both U.S. and foreign laws
    on topics such as : export and import licenses; customs duties and
    sales taxes; relevant antitrust/competition laws relating to
    marketing restrictions and pricing methods; relevant laws on bribery
    (Foreign Corrupt Practices Act) and employment and marketing
    discrimination (Anti-Boycott Law)

The agreement should also contain statements to the effect that the
representative will not have:

-   Business dealings with a competitive firm

-   Will not re-export contrary to the national security and foreign
    policy interests of the United States

-   Will not reveal any confidential information in any way that would
    prove injurious, detrimental or competitive to the U.S. firm

-   Will not enter into agreements binding on the U.S. firm

-   Will refer all inquiries received from outside the designated sales
    territory to the U.S. firm for appropriate action

At all times, exporters should avoid articles that could be contrary to
U.S. antitrust laws. Legal advice should be sought when preparing and
entering into foreign agreements.

[]{#__RefHeading___Toc456170281 .anchor}AGENTS, DISTRIBUTORS AND JOINT
VENTURES IN INTERNATIONAL COMMERCE

By Jonathan C. Neff

*Presented for International Trade Services*

*Oklahoma and U.S. Departments of Commerce*

I. INTRODUCTION

There are many means and methods of doing business abroad. Most people
who do business abroad or who are considering expanding into the
international arena are familiar with the terms agent, distributor and
joint venture. Many business people, however, may not realize that the
meanings of these terms vary from country to country and their use in
international business usually have distinct legal consequences.
Therefore, it is essential for those who do business abroad to have a
general understanding of the differences in the relationships that these
terms describe. It is even more important, however, to investigate and
understand the precise legal consequences of a particular type of
business relationship in a given jurisdiction before entering into any
agreements, verbal or written.

**Agency vs. Distributorship**

Agents have been used in international commerce for thousands of years.
The concept of agency is as old as international commerce itself. Today,
agents are the most common intermediaries in the chain of distribution
between manufacturers and consumers. Agents handle virtually all aspects
of international commerce, from sales to shipping, financing,
advertising, and regulatory matters. The types of relationships between
principals and agents are as varied as the duties performed. The long
history and variety of agency relationships in international commerce
has resulted in a complex and evolved body of agency in both common law
and civil law countries.

The distributorship concept, on the other hand, is of more recent
vintage. Distributorship became increasingly prevalent in the early part
of this century. Distributors typically purchase goods on their own
account and resell at a higher price, accepting the risks and the rights
incident to ownership of the goods. However, distributorship
relationships also vary greatly.

**The Control Issue**

The most significant difference between agents and distributors often is
the degree of control exerted over the intermediary by the supplier. The
issue also distinguishes types of agents. The supplier of the product
often wants to control the price at which the product is sold, how it is
advertised, and the extent of the intermediary\'s territory. The
supplier is also motivated to control market development, restrict its
intermediary from selling competing products, and regulate other matters
relating to the sales of its products. These issues can be controlled by
the supplier to varying degrees, depending of the type of relationship
that exists between the supplier and the intermediary.

II\. TYPES OF AGENTS

**Agents in Common Law Countries**

The agency relationship in common law countries is characterized by an
agreement between principal and agent in which the principal gives the
agent authority to act on behalf of and bind the principal. In most
cases, an agent acts solely on behalf of the principal, not on the
agent\'s own account, and the principal is bound by the agent\'s
agreements. Therefore, the principal usually dictates the terms the
agent will offer and carefully delineates the agent\'s authority. The
issues are control and authority. Agents may or may not be employees of
their principals.

**Agents in Civil Law Countries**

In civil law countries, agency relationships are creatures of statute.
There are frequently many different types of agency relationships that
are specifically described in statutes. It is particularly important to
consult with legal counsel familiar with the laws of the country in
which you intend to do business before entering into such a relationship
in any country where agency relationships are dictated by statute.

For instance, you may find unfamiliar concepts, such a varying
treatments of the undisclosed agent. If your agent fails to clearly
disclose that he is an agent , the agreement may only run between the
agent and the buyer, and the principal may have not authority to enforce
the agent\'s agreement. In such a case, the problem can be solved by
providing in the agency agreement for the agent to assign all contracts
to the principal, including a parallel provision in the agent\'s
agreement with the buyer authorizing assignment of the contract.

**The Employee Agent**

In many countries, the employee-agent is a statutory relationship that
is heavily regulated. The country\'s labor and other legislation may
well prevail over the agreement between the agent and his or her
principal as to terms of employment. Frequently, the social benefits are
similar to those mandated for employees in the United States, but they
may be even more extensive. There is little uniformity from country to
country, although developments such as the evolution of the European
Economic Community and the North American Free Trade Agreement in the
past few years have tended to create a minimum level of labor
legislation in member countries.

A problem frequently encountered by the unwary business person who
chooses to utilize an agent is the unintentional employment of an
employee-agent who has statutory benefits that turn out to be much more
extensive than the principal envisioned or the agreement allowed. Again,
it is essential to consult with counsel in the jurisdiction where the
agent will work before entering into any such relationship. However,
certain characteristics can be built in the agency agreement to help
ensure that the agent will not be held to be an employee-agent. One can
provide in the agency agreement that *(1) the agent works for
commissions, not a salary, (2) the agent is free to work for others as
well as the principal, (3) the agent is free to set his own schedule and
organize his own work, (4) the agent provides his own office, pays his
own expenses and may hire sub-agents at his discretion, and (5) the
agent registers with the governmental or commercial authorities as an
independent agent*. Such provisions would be helpful to identify the
independent agent as such in most jurisdictions.

**The Independent Commercial Agent**

Independent commercial agents are statutorily defined in civil law
countries. Typically, they represent more than one business. The risk
faced by the principal, as discussed above, is that if too many
restrictions are imposed on the agent in the agency agreement, the agent
may be held to be an employee-agent, with the right to employment
benefits in excess of those planned by the principal.

**The Commission Agent**

Commission agents are generally independent traders acting in their own
names and are therefore not entitled to social benefits provided by the
principal. The relationship is much closer to that of a distributor than
the types of agents discussed above.

**Other Relationships**

There are many other types of statutorily defined agency relationships
in some countries. One must be aware of the legal characteristics of the
various relationships in order to choose the one best suited to the
purpose. Also, there are other types of contractual relationships, such
as brokers, which simply bring buyers and sellers together. Whatever
commercial relationship one chooses to utilize in employing an
intermediary, there will be legal consequences that are governed by
local law.

III\. AGENCY AND DISTRIBUTORSHIP AGREEMENTS

All business relationships, both domestic and international, should be
governed by a written agreement. Written agreements provide clarity and
enforceability, and the exercise of negotiating the agreement forces the
parties to address the important issues. The terms will vary, of course,
depending on what types of business relationship or arrangement is being
addressed. However, there are certain terms that are common to most
agreements with intermediaries.

**Contract Terms**

A distributorship agreement is in effect a contract for the sale of
goods as well as a long-term supply contract. As such, it should cover
price terms, provide a complete description of the goods, shipment and
delivery terms, insurance terms, warranties, methods of payment,
assumption of risk, etc. Since a distributorship agreement is in effect
an agreement for a continuing sale of goods, there should be terms
relating to the sale of goods, although much more will typically be left
within the discretion and control of the principle, and other issues
such as commission payments will be addressed.

Additional terms are required in distributorship agreements due to the
nature of the distributorship relationship. Distributorship agreements
usually cover the extent of the distributor\'s territory, advertising
and promotional efforts required of the distributor, and volume
discounts and other incentives. All these issues should be viewed from
both business and legal perspectives, and reviewed in the context of the
laws of both countries.

**Territory Issues**

The need to limit and protect a distributor\'s territory raise some
interesting legal issues: *(1) To what extent can the territory be
lawfully protected against sales from outside the territory? (2) Can the
supplier require the agent or distributor not to sell for use outside
his territory? (3) Can an agent or distributor require the supplier not
to sell to others inside the territory?*

Over the past twenty-five years, the U.S. Supreme Court has held
restrictions on the resale of goods to be both legal and illegal,
depending on the circumstances. The reason that this issue has created
difficulties for the Court is that governments do not want markets
controlled, businesses have a legitimate need to protect business
relationships by restricting the territory of individual distributors
and agents and preventing resale of goods outside the intermediary\'s
territory.

**EEC Antitrust Concepts**

Antitrust concepts in the EEC are similar to those in the United States.
It is not illegal per se to restrict territory in an agreement with an
intermediary, but one must be careful. The policy of the law is to
prohibit absolute territorial protection in distributorship. As always,
however, there are exceptions, including commercial agents, very small
suppliers who could not penetrate the market without protection, and
suppliers who represent less than five percent of a given market. If the
prospective purchasers of the goods have other comparable means of
access to similar goods, antitrust laws may not be a problem. It is
wise, however, to review the local law and U.S. law on territorial
restrictions in connection with entering into any international business
relationship.

**Exclusive Territory Provisions**

Antitrust problems are frequently encountered when a supplier agrees to
restrict other agents or distributors from selling in a specified
territory, in order to protect the agent or distributor. Problems also
arise when the supplier agrees not to import into the territory
directly. These are direct export/import restrictions which have been
considered illegal in many cases. However, a converse provision,
requiring the supplier not to appoint another agent or distributor in
the territory, is usually acceptable.

Even an exclusive territory term may be illegal in some jurisdictions,
including the EEC, but exemptions are often available where export bans
are not also provided in the agreement and where the effect is not to
effectively control the market for the goods.

**Authority of Agent Distributors**

It is important to make the degree of authority of the intermediary
completely clear in the agreement. Typically, agents only take orders,
subject to home office approval, or at most, the agent has limited
authority to accept orders. The distributor, on the other hand, does not
represent his supplier, but trades on his own account. Standard theories
of apparent authority apply. If an agent or distributor appears to have
authority to consummate a transaction, the principle/supplier will be
bound in most instances. Termination of authority must be communicated
to the third party customer to prevent further dealing by the agent on
behalf of the supplier.

**Taxation**

The United States has tax treaties with most countries. Generally,
income tax is not charged unless the supplier has a permanent
establishment in the country. The issue then becomes whether the
agent\'s office constitutes a permanent establishment. Use of a
commission agent generally is not considered to constitute a permanent
establishment because the commission agent is free to represent others
and has limited authority. If an agent has authority to conclude
contracts, however, the principle probably has a permanent establishment
for tax purposes.

**Warranties**

Agency and distributorship agreements should always cover what
warranties and what disclaimers will be provided to the customer, and
what representations may be made by the agent or distributor. The
effectiveness of disclaimers will depend on local law, which should be
examined.

**Best Efforts**

Promotional efforts to be undertaken the intermediary is always a
concern in agency and distributorship agreements. Of course, maximizing
sales is the goal of both the supplier and the intermediary.
Nevertheless, the issue should be covered in the agreement. The
supplier/principal may impose specific advertising and promotional
requirements or may simply require \"best efforts\" of the intermediary.
The vagueness of the term \"best efforts\" sometimes leads to problems,
and distributors and agents often prefer limiting the obligation to the
intermediary\'s normal and customary business practices, also a vague
term. The agreement should provide for termination if specific goals are
not met.

**Restraints on Competition**

In some countries, commercial agents and distributors cannot represent
competitors without the consent of the supplier, while in other
jurisdictions, the practice is common. Local law will dictate the
outcome of this issue. Also, provisions preventing the agent from
competing for a time after termination of the agreement are valid in
some jurisdictions but not in others. Local law should be consulted
concerning any provision that could be construed as a restraint on
competition. Use of such provision is discouraged because they are
inherently suspect under the laws of many countries.

**Pricing and Compensation**

All agreements with intermediaries should address the issues of the
price of goods and compensation. Typically, the supplier will set the
price of goods to be offered by agents, which will effect the amount of
the commission. Distributors almost always set the prices at which they
sell the goods that they have purchased from the supplier. Compensation
of the distributor lies in the spread between the cost at which the
distributor purchases the goods and the price at which they are sold.
Pricing and compensation provisions should also affirmatively state that
there are no other claims for compensation other than those stated
therein. Resale price maintenance is illegal in virtually all major
commercial jurisdictions. Suggested resale pricing is tolerated, so long
as it is not used as a means of coercing distributors.

IV\. TERMINATION OF AGENCIES AND DISTRIBUTORSHIPS

Perhaps the most frequent problem area with agency and distributorship
agreements is in termination of the relationship. A variety of problems
can arise. Using a degree of common sense initially in setting up the
relationship can avoid many of these problems.

**Contract Term**

Business people tend to view agency and distributorship relationships as
long-term. Common sense suggests, however, that an initial short fixed
term agreement may be advisable, in order to \"test the water\". Upon
expiration of the initial short term, the agreement will terminate
without further liability in most jurisdictions, although indemnity upon
termination is required in some jurisdictions. Once the agreement is
terminated, the parties are then free to renegotiate or simply renew the
agreement.

Many agreements provide that if the agreement is not renewed formally at
the end of the contract term, it is tacitly renewed for the length of
the original term, unless either party terminates by notice to the other
party. Where an agreement has been renewed, it is considered in some
countries to have an indefinite term, which invokes protective
legislation that may not have been anticipated by the parties. Even in
the United States, laws prohibit an arbitrary or bad faith failure to
renew such agreements (particularly in franchising). It is advisable to
use a fixed term contract, and if a renegotiation provision is
necessary, be certain to document the renegotiation

of the contract.

**Options to Terminate**

A mutual right to terminate an intermediary agreement with or without
cause often makes business sense, when the parties have had no prior
dealings. Giving one party a unilateral right to terminate, however,
often had unexpected consequences. In some countries, giving one party
the right to terminated at any time without cause renders the contract
illusory and therefore unenforceable. For instance, if an agency
agreement includes post-termination noncompetition provisions that are
otherwise enforceable against the agent, they could be rendered
unenforceable by the inclusion of a unilateral right on the part of the
principal to terminate the agreement without cause. Further, termination
without cause may be permissible under the agreement, but it may also
invoke statutory indemnification requirements.

The right to terminate for cause may be built into the agreement, but
local law should always be consulted before terminating an agency or
distributorship, because local law often defines the permissible causes
of termination. One reason for which a distributor may not be terminated
is failure to maintain prices at levels established by the supplier.
Such termination can result in liability of the supplier under antitrust
laws.

Where an agency or distributorship agreement is wrongfully terminated,
the remedy is for breech of contract, and one element of damages is the
loss of the goodwill of the business. Other penalties may exists, such
as a rule that the supplier may not import into the country while a
claim for indemnification is pending.

The main point to remember with respect to termination is that in the
United States, our basic freedom to contract leaves most issues relating
to agencies and distributorship in the hand of the parties. This is not
the case in many countries. One should always consult local law and
conform to its requirements.

V. JOINT VENTURES

In the domestic context, \"joint venture\" usually means an association
of businesses or individuals for the purpose of handling a specific
business venture, which may be a single, short-term venture. The term
\"joint venture\" in the context of international business usually
connotes a more substantial, longer term relationship. Joint ventures
are often formed for purposes beyond international sales of goods, such
as the exploration and development of minerals or the development and
construction of energy generation or manufacturing facilities.

A joint venture usually has independent legal existence under the laws
of the jurisdictions where the joint venture engages in business. Joint
ventures frequently are corporations, the stockholders of which are
individuals or business corporations of two or more countries. On the
other hand, a joint venture may be an informal association of
individuals or businesses who simply combine resources to jointly engage
in business for a shared profit, with or without a written agreement.
Joint venture is a very flexible term.

**Regulation of Joint Ventures**

In the United States, joint ventures are governed by the laws of
partnership, although this is not the case in all countries. Local laws,
particularly in developing countries, often require a specific level of
participation in management by local nationals and mandate local
majority ownership. Such laws are a response to the perceived threat of
foreign investment. Very recently, laws have been passed in Russia which
govern foreign investment in joint ventures for energy production. These
laws firmly limit foreign investment to a minority of equity and
maintain local control of management of such ventures, while mandating
the contribution of technology by the foreign investor. Access to
technology is frequently a key to the joint venture relationship.

**Local Corporate Law**

The concepts of control through ownership and majority rule are so basic
to our system that it can be difficult to imagine that they are not
universal. However, mechanisms exist in our own legal system that allow
for minority control, and such provisions may be even more prevalent
under the local law of other countries. Careful study of local corporate
law may reveal opportunities to maximize protection of your interests.
Management contracts and election of directors by various classes of
stock may be effective means of minimizing the effect of restrictive
local laws.

**Conflict Resolution**

Careful planning prior to entry into a joint venture can go far to
eliminate conflicts between the parties. However, long term relationship
rarely escape conflict and it is essential to build into the joint
venture agreement a conflicts resolution mechanism. An enforceable
arbitration or mediation provision in the joint venture agreement may be
preferable to reliance upon local courts for dispute resolution.
Conflicts of law rules should be examined in advance to determine the
enforceability of provisions relating to conflict resolution and the
choice of the forums that could decide any issues that may arise under
the joint venture agreement.

**Joint Venture with Competitors**

Antitrust concepts arise again in the context of joint venture
agreements. Where competitors join together in a joint venture,
particularly when they are dominant in the industry, care must be taken
to avoid price-fixing or sharing of duties or information that could
result in a perceived reduction in competition between the competitors.
Discussions of pricing, cost allocation, market division and similar
matters must be avoided. Also, care should be taken to limit the scope
of the venture to avoid the appearance of a merger between the
participants.

**Terms of Joint Venture Agreements**

It would be impractical to attempt to discuss all of the terms that can
be included in joint venture agreements, due to the great variety of
businesses and business formats that are represented by joint venture.
Numerous checklists of terms, issues and considerations relating to
joint venture agreements are available. The main point to remember is
that joint venture agreements should be well thought out in advance from
a business perspective and should be carefully examined in light of
local law, in order to create an effective legal and business entity.

A final word concerning joint ventures: Know your joint venture partner
well before entering into a contract that results in a long-term
relationship. Be certain that your business principles and goals are in
agreement and that you are able to deal with your partner comfortably on
a day to day basis.

[]{#__RefHeading___Toc456170282 .anchor}[IMPROVING FOREIGN DISTRIBUTOR
PERFORMANCE]{.underline}

The following guidelines point out ways and means of increasing sales
and profits in highly competitive foreign markets. A firm must be
flexible in using these techniques, since situations vary depending upon
the nature of the product line, the personality of the distributor, and
other special market factors. Close coordination between manufacturer
and distributor is, of course, essential, and the company representative
is the person in this relationship, helping the distributor to overcome
obstacles and acting as an indispensable communications link.

**CONTROLS and COMMUNICATIONS**

1\. See to it that head office executives, regional representatives, and
marketing experts visit the distributor often.

2\. Secure monthly and quarterly reports on: sales, inventory,
after-sales services, storage facilities, competition activity, new
product and technological developments, and distribution patterns.

3\. Maintain regular, sympathetic, and clear correspondence.

4\. Bring distributors occasionally to the U.S., to foreign plants, to
major regional offices.

**CREATING DISTRIBUTOR LOYALTY**

5\. Develop the distributor\'s identification with your company and make
his proud to be your representative by communicating the importance of
the distributor to corporate goals, taking him into your confidence on
future plans, asking for his ideas for improving your business,
improving your company\'s image locally and regionally.

6\. Hold regional distributor conferences.

7\. Send giveaways and free samples to distributors, bearing your
company\'s name.

8\. Reward good performance with cash prizes, trips abroad, achievement
certificates or plaques.

9\. Publicize successful distributors in advertising and house
newsletters.

10.Cover costs of his club and society memberships.

11.Provide training and training materials.

12\. Reward a successful distributor with an exclusive contract.

**FINANCE and CREDIT**

13.Offer credit terms that are competitive or better, both in length and
method of payment.

14.Give better credit terms to new distributors or to those in highly
competitive markets.

15.Offer incentive prices for expanded sales.

16.Assist in overcoming exchange difficulties.

17.Assist in securing local financing.

18.Share advertising and promotion costs.

19.Ship semi-manufactured goods for local finishing to get lower tariffs
and greater margins for the distributor.

**INCREASING the MARKET**

20.Provide training programs to develop distributor skills in product
management, market research, and general business.

21.Develop advertising campaigns in local media (newspapers, magazines,
cinemas, radio, outdoor); in international media (mainly magazines), and
by providing local advertising materials.

22.Develop promotion through clear and impressive export catalogs
(preferably in the local language), plenty of samples for customers,
contributions to local charities, participation in local trade fairs,
close identification of your firm with local country aspirations (where
possible), direct mail campaigns, sponsorship of local sports and
cultural events, documentary films and slides for school, clubs, and
customers.

23.Upgrade after-sales servicing to ensure customer satisfaction,
generate reorder sales, and build the distributor\'s service income.

24.Provide necessary service and technical manuals in the local
language.

25.Cooperate in market surveys to spot sales trends.

26.Warehouse at strategic spot around the globe to assure prompt filling
of orders.

27.Maintain regional technical centers to support effective after-sales
servicing by the distributors.

**EVALUATING DISTRIBUTOR PERFORMANCE**

28.Compare ratios of your sales with competitor sales.

29.Match sales against past performance.

30.Check against market-survey targets.

31.Watch inventory turnover ratios.

32.Compare notes with retailers on your distributor\'s sales efforts.

33\. Check local media for effectiveness of advertising (and to see that
ads are really being placed).

34\. Compare short-term and lone-range effectiveness of distributor\'s
activities.

**DIRECT PRESSURE METHODS**

35\. If dissatisfied with distributor\'s performance, tell him so in
person, not by letter.

36.Tie credit and terms to distributor performance.

37.Set deadlines for selling a fixed amount.

38.Threaten (nicely) to give new products or all products to competing
distributor.

39.Switch from an exclusive to a nonexclusive contract \-- if possible.

40.Suspend shipments to the distributor.

[]{#__RefHeading___Toc456170283 .anchor}[A GOOD COMMISSION PLAN INCLUDES
THESE 4 ELEMENTS]{.underline}

1\. A rate which is high enough to ensure that the rep will make a
profit and, at the same time, is practical for the manufacturer.

2\. The rate should be competitive with the other lines the rep carries,
large disparities are the fastest way to minor-line treatment.

3\. Flexibility. Fixed rates must be set, but must remain flexible to
handle special situations, larger quantity purchase for example.

4\. Rates should be high enough to encourage the rep to invest in local
promotion of the product.

**THESE ARE THE MAINSTAY OF A GOOD SYSTEM**

[]{#__RefHeading___Toc456170284 .anchor}[FIRING
DISTRIBUTORS]{.underline}

A frequent temptation for corporate marketing executives, particularly
those just back from a trip abroad, is to rearrange their foreign
DISTRIBUTORSHIPS. One firm should be let go, another hired, and so on.
The itch to change is easily inflamed by disagreement on strategy,
disappointment in results, or by meeting someone who might do better as
a distributor.

But changing distributors can be costly, both in immediate expenses
(training, setting up cost, legal difficulties, etc.) And in loss of
momentum in the market as the new distributor takes over. To avoid hasty
decisions, one manufacturer has launched a procedure for executives
recommending a distributor change. The executive must fill out forms
that detail not only what was wrong with the old and right with the new
distributor, but give enough information about the territory involved
for a headquarters vice president to make a decision. Since introducing
this procedure the company has found that many ideas for changing
distributors are now abandoned halfway through filling out the forms; it
considers this a sign that executives are carefully thinking out the
implications of their proposals.

Significantly, the questionnaires require the advocate to deal in
specific facts. The form for cancellation buries its \"reasons for
recommendation\" question toward the end of a series of questions that
bring out any positive points against a change and hint at the
difficulties involved in a cancellation.

The forms are normally filled out by the field sales manager for the
region. The principal points covered:

1\. Products handled, for how long, and degree of involvement (sales,
service, assembly, licensee, etc.).

2\. Products recommended canceled.

3\. Sales, by product, over past three years.

4\. Orders in progress.

5\. Credit experience, including amount now owed, amount past due, speed
of payment, any credit difficulties.

6\. Reasons for recommendation to cancel.

7\. Documented record of efforts to advise distributor that his
performance is unsatisfactory.

8\. Who will personally inform distributor of cancellation?

9\. Contractual terms for cancellation.

10.Recommendation, if any, for a new distributor.

[]{#__RefHeading___Toc456170285 .anchor}[COMMON COMPLAINTS ABOUT U.S.
EXPORTERS]{.underline}

-   U.S. FIRMS DON'T FAMILIARIZE THEMSELVES WITH THE MARKET

-   GIVE LESS ATTENTION TO FOREIGN BUSINESS

-   IGNORE FOREIGN INQUIRIES

-   DELIVERY DATES NOT RELIABLE

-   PROMISES ARE NOT HONORED

-   PRICE QUOTES ARE F.O.B.

-   NO FOREIGN LANGUAGE LITERATURE

-   DOMESTIC CUSTOMER ARE OFFERED BETTER TERMS

![](media/image3.png){width="0.7680555555555556in"
height="0.8138888888888889in"} **[Export Promotion Services of
the]{.smallcaps}**

**[U.S. Commercial Service]{.smallcaps}**

***Your Global Business Partner***

# BuyUSA.Com

-   New B2B e-marketplace developed with IBM for on-line catalog
    display, matchmaking, virtual trade shows & transactions

-   Price: Basic annual listing \$300. Optional added costs:

1\) Basic Catalog display (up to 20 items) -

One-time set up fee \$125 plus \$175 annual fee.

> 2\) Advanced Catalog display (up to 500 items) -
>
> One-time set up fee \$250 plus \$175 annual fee.

**[Commercial News USA (cnewsusa.com)]{.underline}**

-   Monthly printed catalog advertising US products & services for
    export

-   Distributed through US consulates and embassies to representatives
    in 145 countries - circulation: 450,000

-   Price: \$495 for a basic 2\"x3\" BW ad. Larger BW and color ads
    available at additional cost.

**[Export America (exportamerica.doc.gov)]{.underline}**

-   Monthly magazine featuring timely export-related global news,
    technical advice, success stories and upcoming trade events

-   Subscription: \$65 annually

**[Flexible Market Research (FMR)]{.underline}**

-   Provides customized information on foreign markets

-   Choose from standard core question(s) or create own

-   Pilot program in 18 countries

-   Price: varies depending on research requested

-   Timeframe: approximately 10 working days

##  [Virtual Market Briefing]{.underline}

-   Up to 1 hour video conference with CS at Post

-   Can answer up to 5 questions; written report included

-   Not available in all markets

-   Price: varies from \$100 - \$1300 plus transmission fees

-   Lead-time: varies from 1-8 weeks

**[International Partner Search (IPS)]{.underline}**

-   Locates agents, representatives, licensees, joint venture partners,
    franchisees or affiliates

-   Identifies up to 5 qualified and interested contacts

-   Targeted for small, infrequent exporters

-   Price: \$600

-   Timeframe: 15 working days

-   

##  [Trade Shows/Missions]{.underline}

-   [Certified Trade Fairs/Exhibitions]{.underline} - US pavilion at
    selected domestic and international trade shows

```{=html}
<!-- -->
```
-   [ShowTime]{.underline} - On-site counseling at selected shows
    regarding opportunities in surrounding markets

```{=html}
<!-- -->
```
-   [Certified Trade Missions]{.underline} - Business delegations to
    world markets organized by Commerce or the private sector

-   [Catalog Shows]{.underline} - Low-cost displays of company
    literature in fast-growing regional markets

**[Gold Key (GK)]{.underline}**

-   3-5 appointments per day with prescreened contacts

-   Logistics are arranged and escort provided

-   Most effective for serious traders

-   Lead-time: varies from 2-9 weeks

-   Price: varies, \$200 - \$750 for first day, second day \$150 - \$400

**[Video Gold Key (VGK)]{.underline}**

-   Doesn\'t replace GK, but allows for prescreening and contact with
    prospects before formal meeting

```{=html}
<!-- -->
```
-   Price: includes normal GK charge, VGK fee (up to \$100) plus
    transmission charges.

**[Gold Key USA (GKUSA)]{.underline}**

-   Reverse GK for foreign buyers/representatives visiting the US (see
    GK)

-   Price: Houston \$500 first day/\$350 added days

## [International Company Profile (ICP)]{.underline}

-   Detailed report on overseas companies that includes personal visit
    by FCO or FSN whenever feasible

```{=html}
<!-- -->
```
-   Limited to countries where private sector services may not be
    available.

-   Price: varies from \$100 to \$500

-   Timeframe: 10 working days

**[Platinum Key (PK)]{.underline}**

-   Comprehensive, customized support for more sustained assistance (6
    or 12 months, negotiable)

-   Pilot program for 15 countries

-   Price: varies, e.g. \$3,000 Thailand *Houston 03/01*

##### [Web Site References]{.underline}

**[usatrade.gov](http://WWW.USATRADE.GOV/) -** CS locations/export
market research/programs

**[export.gov]{.underline} -** DOC\'s export portal/documentation/ NAFTA

**[tradeinfo.doc.gov]{.underline}** - Trade information hotline/duties

**[bxa.doc.gov]{.underline}** - Export licensing & controls

**[mac.doc.gov]{.underline} -** Market Access & Compliance Office

**[globalspeak.com]{.underline}** - video webcasts on export topics

**[census.gov/foreign-trade/www/]{.underline}** - Export statistics,
Schedule B #\'s

**[www.usatradeonline.gov]{.underline}** - Trade data (fee based)

###### 6 New Ways to Grow Your International Sales

Diversifying your customer base is a good business strategy. With
domestic demand slowing, [now]{.underline} is a great time to explore
markets beyond the United States.

How about new business opportunities in our own hemisphere? U.S. Exports
to Mexico were up almost 25% last year. Canada is also a
[great]{.underline} market. Last year, our exports to Canada topped
\$178 billion. And we can help you go even further and enter new markets
faster. That's because the U.S. Commercial Service has offices in more
than 84 countries around the globe, staffed with people you can trust
--- to know their markets, to deliver results for [you]{.underline}.

To help ensure your success, we have developed six new global business
tools:

-   **The Platinum Key Service** \-- Customized, sustained (six months
    to a year) support for companies entering new markets, bidding on
    major projects, or experiencing trade barriers.

-   **Flexible Market Research** \-- Customized answers to specific
    market questions.

-   **ShowTime \--** Export Counseling, market insight, and personal
    introductions to international buyers at major U.S. and
    international trade shows.

-   **International Company Profiles** \-- Detailed background reports
    that include an expert opinion about the viability and reliability
    of the company you're looking to do business with.

-   **International Partner Search** \-- Searches for business partners
    such as agents and distributors, franchisees, joint venture
    partners, and strategic alliance partners.

-   **Gold Key USA** -- Arranges meetings in the U.S. for pre-qualified
    foreign buyers shopping for U.S. made goods and services.

These new services increase our ability to provide you customized
business solutions. Last year, we helped U.S. companies generate export
sales worth more than \$21 billion. This year, we'd like to add your new
sales to this total.

The U.S. Commercial Service. We've been helping businesses like yours
succeed in the global market for over 20 years. Contact us (insert EAC
information here) and check out the new look and feel of our Web site,
<http://www.usatrade.gov/>