[{"data":1,"prerenderedAt":537},["ShallowReactive",2],{"document-import-export-agreement-D13985":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":180,"customdescription":6,"mdFm":181,"mdProseHtml":536},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"IMPORT EXPORT AGREEMENT This Import Export Agreement (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EXPORTER NAME] (the \"Exporter\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], [COUNTRY], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [IMPORTER NAME] (the \"Importer\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], [COUNTRY], with its head office located at: [COMPLETE ADDRESS] WHEREAS, the Exporter agrees to sell and the Importer agrees to purchase the goods described herein; IT IS HEREBY AGREED THAT: GOODS 1.1 The goods covered by this Agreement include: [LIST OF GOODS]. 1.2 The goods shall meet the specifications and quality standards set forth in the attached specifications document (Appendix A). ORDERING AND DELIVERY 2.1 The Importer shall submit purchase orders to the Exporter in accordance with the Exporter's ordering procedures. 2.2 The Exporter agrees to use reasonable efforts to fulfill all purchase orders submitted by the Importer. 2.3 Delivery terms shall be [INCOTERMS® 2020 RULE/SPECIFY DELIVERY TERMS] and shall be specified in each purchase order. 2.4 The Exporter shall ensure that all necessary export licenses and documentation are obtained for the shipment of goods. PRICING AND PAYMENT 3.1 The Importer shall purchase goods from the Exporter at the prices set forth in the attached price list (Appendix B). 3.2 Payment terms are as follows: [PAYMENT TERMS]. 3.3 Any additional costs incurred, such as shipping, insurance, and handling fees, shall be borne by the Importer. INSPECTION AND ACCEPTANCE 4.1 The Importer shall inspect the goods upon receipt and notify the Exporter within [NUMBER] days of any discrepancies or defects. 4.2 If the Importer fails to provide such notice within the specified period, the goods shall be deemed accepted. RISK OF LOSS 5.1 Risk of loss or damage to the goods shall pass from the Exporter to the Importer upon delivery as per the agreed Incoterms® 2020 Rule. 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NUMBER: Contact: Address: _______________________________________ City: ______________________________ State/Province: ___________ Zip/postal code___________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Ship To:","Purchase Order","1",49,"https://templates.business-in-a-box.com/imgs/1000px/purchase-order-D1411.png","https://templates.business-in-a-box.com/imgs/250px/1411.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1411.xml",{"title":6,"description":6},[97,100],{"label":98,"url":99},"Sales & Marketing","sales-marketing",{"label":101,"url":102},"Bids & Quotes","bids-quotes","purchase order","/template/purchase-order-D1411",{"description":106,"descriptionCustom":6,"label":107,"pages":108,"size":9,"extension":10,"preview":109,"thumb":110,"svgFrame":111,"seoMetadata":112,"parents":114,"keywords":113,"url":118},"DISTRIBUTION AGREEMENT This Distribution Agreement (the\" Agreement\"), is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [DISTRIBUTOR NAME] (the \"Distributor\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Company wishes to market the Products described in Schedule A (the \"Products\") through the Distributor, it is agreed as follows: DEFINITIONS When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined: \"Agreement\" means this agreement, the Schedules attached hereto and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement; \"Accessories\" means the accessories described in Exhibit A attached hereto, and includes any special devices manufactured by Company and used in connection with the operation of the Goods. Accessories may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Affiliate means\" any company controlled by, controlling, or under common control with Company. Affiliate means any person, corporation or other entity: (i) which owns, now or hereafter, directly or indirectly [%] or more of any class of the voting stock of Company or is, now or hereafter, directly or indirectly, in effective control of Company; or (ii) [%] or more of any class of the voting stock of which Company, or a party described in paragraph (i), owns, now or hereafter, directly or indirectly, or of which Company, or a party described in paragraph (i), is, now or hereafter, directly or indirectly, in control. \"Customer\" means any person who purchases or leases Products from Distributor. \"Delivery Point\" means Company's facilities at [FULL ADDRESS]. Delivery point means Distributor's facilities at [FULL ADDRESS]. \"Exhibit\" means an exhibit attached to this agreement. \"Goods\" means those items described in Exhibit B. Goods may be deleted from or added to Exhibit B and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Products\" means Goods, Accessories, and Spare Parts. \"Spare Parts means\": (i) all parts and components of the Goods; (ii) any special devices used in connection with the maintenance or servicing of the Goods. Company warrants that a complete list of Spare Parts is set forth in Exhibit C. Spare parts may be deleted from or added to Exhibit C and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Specifications\" means those specifications set forth in Exhibit D. \"Territory\" means the following geographic area or areas: [SPECIFY]. \"Trademark\" means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of Company, as set forth in Exhibit E. APPOINTMENT OF DISTRIBUTOR Company hereby appoints Distributor as Company's nonexclusive distributor of Products in the Territory, and Distributor accepts that position. It is understood that Company cannot lawfully prevent its distributors located elsewhere from supplying Products for sale or use within the Territory and that it has no obligation to do so. Distributor shall not solicit sales of Product or promote the sale of Products outside the Territory. Distributor shall not establish an office or warehouse outside the Territory for the sale of Products. REFERRALS If Company or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory (other than Distributor or a party designated by Distributor), Company shall, or shall cause that Affiliate to, refer such party to Distributor for handling. RELATIONSHIP OF PARTIES Distributor is an independent contractor and is not the legal representative or agent of Company for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty over any of Company's employees, all of whom are entirely under the control of Company, who shall be responsible for their acts and omissions. Distributor shall, at its own expense, during the term of this Agreement and any extension thereof, maintain full insurance under any Workmen's Compensation Laws effective in the state or other applicable jurisdiction covering all persons employed by and working for it in connection with the performance of this Agreement, and upon request shall furnish Company with satisfactory evidence of the maintenance of such insurance. Distributor accepts exclusive liability for all contributions and payroll taxes required under [LAWS] or other payments under any laws of similar character in any applicable jurisdiction as to all persons employed by and working for it. Nothing contained in this Agreement shall be deemed to create any partnership or joint venture relationship between the parties. SALE OF PRODUCTS BY DISTRIBUTOR Distributor agrees to exercise its best efforts to develop the largest possible market for the Products in the Territory and shall continuously offer, advertise, demonstrate and otherwise promote the sale of Products in the Territory. The parties have consulted together and now agree that if Distributor's best efforts are used as provided in this Section, a minimum of [SPECIFY] Products (\"Annual Market Potential\") will be purchased and distributed in the Territory during the first year of this Agreement. At the beginning of each subsequent year hereunder the parties will consult together in good faith and agree on the Annual Market Potential applicable to that year; provided, however, that if they cannot agree, the Annual Market Potential for the immediately Preceding year will apply to the current year. COMPETING PRODUCTS Distributor agrees that it will not distribute or represent any Products in the Territory which compete with the Products during the term of this Agreement or any extensions thereof. ADVERTISING Distributor shall be entitled, during the term of the distributorship created by this Agreement and any extension thereof, to advertise and hold itself out as an authorized Distributor of the Products. At all times during the term of the distributorship created by this Agreement and any extension thereof, Distributor shall use the Trademarks in all advertisements and other activities conducted by Distributor to promote the sale of the Products. Distributor shall submit examples of all proposed advertisements and other promotional materials for the Products to Company for inspection and Distributor shall not use any such advertisements or promotional materials without having received the prior written consent of Company to do so. Distributor shall not, pursuant to this Agreement or otherwise, have or acquire any right, title or interest in or to Company's Trademarks. 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WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. 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NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. 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Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[175],{"label":176,"url":177},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",false,{"seo":182,"reviewer":195,"legal_disclaimer":199,"quick_facts":200,"at_a_glance":202,"personas":206,"variants":231,"glossary":259,"clauses":296,"how_to_fill":347,"common_mistakes":388,"faqs":413,"industries":444,"comparisons":469,"diy_vs_lawyer":481,"jurisdictions":494,"related_template_ids_curated":515,"schema":524,"classification":525},{"meta_title":183,"meta_description":184,"primary_keyword":185,"secondary_keywords":186},"Import-Export Agreement Template (Free Word)","Free import-export agreement template for cross-border goods sales. Covers Incoterms, duties, LC/TT payment, shipping, inspection, and dispute resolution. Free Word and PDF download.","import-export agreement template",[187,188,189,190,191,192,193,194],"international sales contract template","export agreement template","import contract template","cross-border goods agreement","import export contract template word","international trade agreement template","incoterms contract template","export sales agreement template free",{"name":196,"credential":197,"reviewed_date":198},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":201,"legal_review_recommended":199,"signature_required":199,"notarization_required":180},"advanced",{"what_it_is":203,"when_you_need_it":204,"whats_inside":205},"An Import-Export Agreement is a legally binding cross-border contract between an exporter and an importer that governs the international sale of goods — specifying the Incoterms rule, customs and duties responsibility, payment method (letter of credit or telegraphic transfer), shipping and insurance obligations, inspection rights, regulatory compliance, and dispute resolution. This free Word download gives you a structured, enforceable starting point you can edit online and export as PDF to share with trading partners in any jurisdiction.\n","Use it whenever you are buying or selling goods across an international border — whether shipping finished products, raw materials, or components — and need a written record of each party's obligations before goods leave the country of origin. It is particularly critical when payment is large, transit is complex, or the parties have not traded together before.\n","Parties and goods description, Incoterms delivery rule, price and currency, payment terms and method (LC or TT), shipping and insurance obligations, customs and duties allocation, inspection and acceptance procedures, regulatory compliance warranties, force majeure, and governing law and arbitration.\n",[207,211,215,219,223,227],{"title":208,"use_case":209,"icon_asset_id":210},"Exporters and manufacturers","Formalizing terms before shipping goods to foreign buyers","persona-manufacturer",{"title":212,"use_case":213,"icon_asset_id":214},"Importers and distributors","Documenting duties responsibility and inspection rights before goods arrive","persona-retailer",{"title":216,"use_case":217,"icon_asset_id":218},"International trade managers","Standardizing cross-border sales contracts across multiple supplier relationships","persona-operations-director",{"title":220,"use_case":221,"icon_asset_id":222},"Small business owners entering new markets","Establishing written terms for a first overseas purchase or sale","persona-small-business-owner",{"title":224,"use_case":225,"icon_asset_id":226},"Freight forwarders and customs brokers","Confirming Incoterms and documentation requirements before shipment preparation","persona-contractor",{"title":228,"use_case":229,"icon_asset_id":230},"Startup founders with global supply chains","Protecting IP and quality standards when sourcing components from foreign suppliers","persona-startup-founder",[232,236,240,244,248,252,255],{"situation":233,"recommended_template":234,"slug":235},"Ongoing supply relationship with a foreign manufacturer","International Supply Agreement","supply-agreement-D918",{"situation":237,"recommended_template":238,"slug":239},"One-time purchase of goods from an overseas vendor","Purchase Order (International)","purchase-order-D1411",{"situation":241,"recommended_template":242,"slug":243},"Appointing a foreign company to distribute your products","International Distribution Agreement","international-agent-agreement-D13520",{"situation":245,"recommended_template":246,"slug":247},"Engaging a local agent to sell on your behalf abroad","Sales Agency Agreement (International)","sales-agency-agreement-D1254",{"situation":249,"recommended_template":250,"slug":251},"Licensing technology or IP alongside a cross-border goods sale","Technology Licensing Agreement","technology-licensing-agreement-D13434",{"situation":253,"recommended_template":121,"slug":254},"Joint venture for manufacturing and export with a foreign partner","joint-venture-agreement-D889",{"situation":256,"recommended_template":257,"slug":258},"Short-form confirmation of agreed price and delivery for a known partner","Commercial Invoice","sales-invoice-D383",[260,263,266,269,272,275,278,281,284,287,290,293],{"term":261,"definition":262},"Incoterms","A set of standardized three-letter trade terms published by the ICC that allocate delivery, risk, insurance, and customs obligations between buyer and seller.",{"term":264,"definition":265},"FOB (Free On Board)","An Incoterms rule under which the seller delivers goods onto the vessel at the named port of shipment, and risk transfers to the buyer at that point.",{"term":267,"definition":268},"CIF (Cost, Insurance, and Freight)","An Incoterms rule under which the seller pays for carriage and insurance to the named destination port, but risk transfers to the buyer once goods are on board the vessel.",{"term":270,"definition":271},"DDP (Delivered Duty Paid)","An Incoterms rule placing maximum obligation on the seller, who delivers goods cleared for import to the named destination with all duties and taxes paid.",{"term":273,"definition":274},"Letter of Credit (LC)","A bank-issued payment instrument guaranteeing the seller will receive payment once documentary conditions — typically bill of lading, invoice, and inspection certificate — are met.",{"term":276,"definition":277},"Telegraphic Transfer (TT)","An electronic funds transfer from the importer's bank to the exporter's bank, typically made in advance or against documents, without the conditional guarantee of a letter of credit.",{"term":279,"definition":280},"Bill of Lading (BOL)","A shipping document issued by a carrier that serves as a receipt for goods, a contract of carriage, and a document of title transferable to the importer.",{"term":282,"definition":283},"Customs Duty","A tariff or tax imposed by the importing country's government on goods crossing the border, calculated as a percentage of declared customs value.",{"term":285,"definition":286},"Certificate of Origin","An official document certifying the country in which goods were manufactured, required by customs authorities to determine applicable duty rates and trade agreement eligibility.",{"term":288,"definition":289},"Force Majeure","A clause excusing a party from performance obligations when an extraordinary event beyond its control — war, natural disaster, pandemic — prevents timely delivery or payment.",{"term":291,"definition":292},"Arbitration (International)","A private dispute resolution process in which a neutral arbitral tribunal issues a binding award, commonly used in international trade because awards are enforceable in over 170 countries under the New York Convention.",{"term":294,"definition":295},"Anti-Dumping Duty","An additional import tariff imposed when a government determines that goods are being sold in its market below fair market value, injuring domestic producers.",[297,302,307,312,317,322,327,332,337,342],{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Parties, goods description, and contract scope","Identifies the exporter and importer as legal entities, describes the goods by product name, HS code, and specifications, and confirms the contract covers the transaction described.","This Import-Export Agreement is entered into on [DATE] between [EXPORTER LEGAL NAME], a company incorporated in [COUNTRY] ('Exporter'), and [IMPORTER LEGAL NAME], a company incorporated in [COUNTRY] ('Importer'). The Exporter agrees to sell and the Importer agrees to purchase [GOODS DESCRIPTION], HS Code [XXXXXXXXXX], in the quantity and specifications set out in Schedule A.","Using a trade name instead of the registered legal entity name — this creates ambiguity about which entity is liable and can complicate customs declarations, insurance claims, and dispute enforcement.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Price, currency, and quantity","States the unit price, total contract value, transaction currency, and agreed quantity or volume — and specifies which Incoterms rule the price is calculated on.","The purchase price is [CURRENCY] [UNIT PRICE] per [UNIT] on [INCOTERMS RULE] [NAMED PORT/PLACE] terms, for a total quantity of [QUANTITY] units, amounting to [CURRENCY] [TOTAL CONTRACT VALUE]. All payments shall be made in [CURRENCY].","Omitting the Incoterms rule and named place from the price clause — without this, the parties dispute who bears freight, insurance, and duties when costs deviate from budget.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Payment terms and method","Specifies how and when the importer pays — letter of credit (LC), telegraphic transfer (TT), or open account — including the timing, bank details, and documentary conditions that trigger payment.","Payment shall be made by [irrevocable documentary letter of credit / telegraphic transfer] in the amount of [CURRENCY] [AMOUNT]. LC shall be opened by [IMPORTER'S BANK] in favour of [EXPORTER] no later than [X] days before the agreed shipment date. Documents required: commercial invoice, bill of lading, packing list, certificate of origin, and inspection certificate.","Allowing open-account payment terms (pay after receipt) on a first-time cross-border transaction without credit insurance — if the importer defaults, recovering payment internationally is slow and expensive.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Delivery, Incoterms, and shipment schedule","States the agreed Incoterms rule, the named port or place of delivery, the latest shipment date, the carrier or freight forwarder responsible, and the required shipping documents.","Delivery shall be on [FOB / CIF / DDP] [NAMED PORT/PLACE] (Incoterms 2020) terms. The Exporter shall ship the goods no later than [DATE]. The Exporter shall provide the Importer with: (a) bill of lading, (b) commercial invoice, (c) packing list, and (d) certificate of origin within [X] business days of shipment.","Specifying FOB but failing to name the exact port — 'FOB China' is not a valid Incoterms designation and creates a dispute over risk transfer if goods are damaged in transit to the loading port.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Insurance obligations","Allocates responsibility for marine cargo insurance between the parties based on the agreed Incoterms rule, and specifies the required coverage level and named insureds.","Under [CIF / CIP] terms, the Exporter shall obtain marine cargo insurance on Institute Cargo Clauses (A) terms for a minimum of 110% of the invoice value, naming the Importer as co-insured. Under [FOB / EXW] terms, the Importer is solely responsible for arranging and paying for cargo insurance from the point of risk transfer.","Relying on the carrier's liability for cargo loss under FOB terms without arranging independent marine insurance — carrier liability under the Hague-Visby Rules is typically capped at a low per-package amount far below the goods' value.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Customs, duties, and import compliance","Allocates responsibility for export and import customs clearance, applicable duties and taxes, and regulatory compliance — licenses, permits, and product certifications — in each country.","The Exporter shall be responsible for export customs clearance and any export duties, taxes, or levies in the country of origin. The Importer shall be responsible for import customs clearance, import duties, VAT, and any applicable anti-dumping or countervailing duties in the country of destination. Each party shall obtain and maintain the regulatory licenses and permits required in its respective jurisdiction.","Using DDP Incoterms without verifying the exporter is registered for VAT/GST in the destination country — unregistered exporters cannot legally act as importer of record in most jurisdictions, making DDP delivery impossible.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Inspection and acceptance","Defines when and how the importer may inspect goods, the inspection standards that apply, the process for rejecting non-conforming goods, and the exporter's liability for defects.","The Importer shall have the right to inspect the goods at [ORIGIN / DESTINATION PORT / NAMED FACILITY] by an independent inspection company (e.g., SGS or Bureau Veritas) prior to / upon shipment. If goods are found not to conform to the specifications in Schedule A, the Importer shall notify the Exporter in writing within [X] days of [inspection date / arrival date], and the Exporter shall at its option repair, replace, or refund the non-conforming goods.","No pre-shipment inspection clause on a first order from a new supplier — quality defects discovered at the destination port result in goods already in customs with no practical ability to reject them without major cost.",{"name":333,"plain_english":334,"sample_language":335,"common_mistake":336},"Regulatory compliance and trade sanctions","Warrants that the goods comply with all applicable product safety, labeling, and technical standards in the destination country, and confirms neither party is subject to trade sanctions or export controls.","Each party warrants that it is not designated on any applicable government sanctions list, including the US OFAC SDN List, EU Consolidated Sanctions List, or UN Security Council Consolidated List. The Exporter warrants that the goods do not require an export control license under [EAR / ITAR / applicable law] or that all required licenses have been obtained. The Importer warrants that the goods comply with applicable product safety and labeling regulations in the country of destination.","No sanctions screening clause — if either party is later found to be on a sanctions list, the non-screened party can face criminal penalties and license revocations regardless of its intent.",{"name":338,"plain_english":339,"sample_language":340,"common_mistake":341},"Force majeure","Excuses a party from performance when an unforeseeable event beyond its control — war, natural disaster, port strikes, pandemic — prevents or delays shipment or payment.","Neither party shall be liable for failure or delay in performance caused by Force Majeure Events including, without limitation, acts of God, war, embargo, port closure, pandemic, or government action beyond the affected party's reasonable control. The affected party shall notify the other within [X] days of the event. If Force Majeure continues for more than [60] days, either party may terminate this Agreement by written notice without further liability.","Omitting a termination right after a defined duration — without it, a party can be indefinitely suspended in a Force Majeure state, unable to source from alternatives or claim damages.",{"name":343,"plain_english":344,"sample_language":345,"common_mistake":346},"Governing law, dispute resolution, and arbitration","Specifies the legal system that governs the contract, the language of proceedings, and the arbitration rules and seat for resolving disputes — critical for enforceability in cross-border contexts.","This Agreement is governed by the laws of [GOVERNING LAW JURISDICTION], excluding its conflict-of-law rules. Any dispute arising out of or in connection with this Agreement shall be finally resolved by binding arbitration under the [ICC / UNCITRAL / SIAC] Rules, seated in [CITY, COUNTRY], conducted in [LANGUAGE]. The award shall be final and binding and enforceable under the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.","Choosing the courts of one party's home country instead of neutral arbitration — court judgments from one country are rarely enforceable in the counterpart's jurisdiction, making litigation an expensive dead end.",[348,353,358,363,368,373,378,383],{"step":349,"title":350,"description":351,"tip":352},1,"Enter the legal entity names, jurisdiction of incorporation, and party roles","Use the registered legal name of each entity exactly as it appears on corporate filings — not a brand name or trade name. Confirm whether each party is the exporter (seller) or importer (buyer) and document their principal place of business.","Request a certificate of incorporation or company registry extract from the counterpart before signing — verifying legal existence upfront prevents enforcement problems later.",{"step":354,"title":355,"description":356,"tip":357},2,"Define the goods with the HS code and technical specifications","Describe the goods by commercial name, HS (Harmonized System) code, and the key technical specifications from Schedule A. The HS code determines applicable duty rates, trade agreement eligibility, and whether an export control license is required.","If you are unsure of the correct HS code, use the WTO's WTO Tariff Download Facility or your customs broker — misclassification triggers duty underpayment penalties in most jurisdictions.",{"step":359,"title":360,"description":361,"tip":362},3,"Select the correct Incoterms 2020 rule and name the specific place","Choose the Incoterms rule that matches the agreed commercial arrangement — FOB for seller loading on vessel at origin, CIF for seller arranging freight and insurance to destination, DDP for seller delivering fully cleared. Always name the exact port or place — e.g., 'FOB Port of Shanghai (Incoterms 2020)' — not just the country.","FOB is the most commonly used rule for ocean freight, but DDP is increasingly preferred by buyers who want to outsource customs complexity — confirm the exporter is legally able to act as importer of record before agreeing to DDP.",{"step":364,"title":365,"description":366,"tip":367},4,"Set the price, currency, and payment method","State the unit price and total contract value in the agreed transaction currency. Choose the payment method — irrevocable LC, TT in advance, TT against documents, or open account — and document the exact timing and documentary conditions that trigger payment.","For first-time transactions above $10,000, an irrevocable documentary LC provides the strongest protection for both sides — the exporter is guaranteed payment if documents comply, and the importer is guaranteed documentation before funds are released.",{"step":369,"title":370,"description":371,"tip":372},5,"Specify the shipment schedule and required shipping documents","Enter the latest shipment date, the port of loading and discharge, the required carrier type, and the full list of shipping documents the exporter must provide (bill of lading, commercial invoice, packing list, certificate of origin, and any inspection certificate).","Build in a buffer of at least 7–10 business days between the LC opening date and the shipment date — most LC discrepancies result from exporters rushing documents when time is tight.",{"step":374,"title":375,"description":376,"tip":377},6,"Allocate customs, duties, and import compliance obligations","Confirm which party handles export customs clearance and which handles import customs clearance, duties, and VAT. Ensure any required export licenses, import permits, or product certifications are identified and assigned to the responsible party.","For restricted goods (dual-use items, food products, medical devices), list the specific licenses and certificates required in Schedule B so neither party can later claim ignorance of a compliance obligation.",{"step":379,"title":380,"description":381,"tip":382},7,"Define the inspection rights and rejection procedure","Specify whether inspection occurs at origin (pre-shipment), at the destination port, or at the importer's warehouse. Name the acceptable inspection standard (e.g., AQL 2.5, ISO 2859) and the time window within which the importer must give written notice of rejection.","Pre-shipment inspection is almost always cheaper than destination rejection — a $500–$1,500 inspection fee at origin prevents a $50,000 dispute over rejected goods stuck in customs.",{"step":384,"title":385,"description":386,"tip":387},8,"Select governing law, arbitration rules, and seat of arbitration","Choose a neutral governing law (Singapore, English, Swiss, or New York law are internationally respected for trade contracts) and a neutral arbitration seat with institutional rules (ICC, SIAC, or LCIA). Confirm the arbitration language matches both parties' working language.","Singapore and London are the most widely used seats for Asia-Pacific and European trade disputes respectively — both have courts that actively support arbitration and enforce awards efficiently.",[389,393,397,401,405,409],{"mistake":390,"why_it_matters":391,"fix":392},"No Incoterms rule or a vague one","Without a named Incoterms rule, neither party knows who pays freight, who bears risk of loss during transit, or who clears customs — disputes arise immediately when costs deviate from expectation.","Always state the full Incoterms 2020 rule and the exact named port or place — e.g., 'CIF Port of Los Angeles (Incoterms 2020)' — in both the delivery clause and the price clause.",{"mistake":394,"why_it_matters":395,"fix":396},"Open-account payment on a first cross-border transaction","Extending credit to an unknown foreign buyer without credit insurance means that if the importer defaults, you are pursuing a cross-border debt recovery with no LC or security — typically a 12–24 month process with uncertain outcome.","Require an irrevocable documentary LC for first-time transactions above a defined threshold, or obtain trade credit insurance before agreeing to open-account or deferred TT terms.",{"mistake":398,"why_it_matters":399,"fix":400},"Agreeing to DDP without checking import registration requirements","DDP requires the exporter to clear goods through customs in the destination country, which typically requires VAT/GST registration as an importer of record — a process that can take weeks or be legally unavailable to foreign entities.","Confirm with a customs broker in the destination country that the exporter can legally act as importer of record before agreeing to DDP; if not, use DAP (Delivered at Place) instead.",{"mistake":402,"why_it_matters":403,"fix":404},"Choosing domestic court jurisdiction instead of arbitration","A judgment from a court in the exporter's country is often unenforceable in the importer's country and vice versa — the winning party gets a paper judgment but no real recovery.","Use institutional arbitration with a neutral seat (ICC, SIAC, or LCIA rules) — awards are enforceable in over 170 countries under the New York Convention, making recovery practical.",{"mistake":406,"why_it_matters":407,"fix":408},"No pre-shipment inspection clause on a first order","Defects discovered at the destination port cannot be practically rejected — goods are already in customs, demurrage charges are running, and the exporter has already been paid under an LC.","Include a right of pre-shipment inspection by an independent body (SGS, Bureau Veritas, or Intertek) as a condition of the LC or a condition of TT payment release.",{"mistake":410,"why_it_matters":411,"fix":412},"No sanctions and export control screening clause","Trading with a sanctioned entity or exporting controlled goods without a license exposes the non-screening party to criminal penalties, asset freezes, and license revocations — ignorance is not a recognized defense.","Add a mutual representation that each party has screened the other against OFAC, EU, UN, and any applicable national sanctions lists before execution, and will re-screen before each shipment.",[414,417,420,423,426,429,432,435,438,441],{"question":415,"answer":416},"What is an import-export agreement?","An import-export agreement is a legally binding contract between an exporter (seller) and an importer (buyer) that governs an international sale of goods. It specifies what goods are being sold, the agreed price and currency, which Incoterms 2020 rule applies, how payment will be made, who arranges shipping and insurance, who handles customs clearance and duties, and how disputes will be resolved. It is the foundational document for any cross-border goods transaction.\n",{"question":418,"answer":419},"What Incoterms should I use in an import-export agreement?","The right Incoterms rule depends on the commercial arrangement and each party's capability. FOB (Free On Board) is the most commonly used rule for ocean freight — the seller loads goods on the vessel and risk transfers to the buyer at that point. CIF (Cost, Insurance, and Freight) is preferred when the seller has better access to competitive freight rates. DDP (Delivered Duty Paid) places maximum obligation on the seller and is increasingly used in e-commerce but requires the seller to be able to clear customs in the destination country. Always specify the exact named port or place alongside the Incoterms rule.\n",{"question":421,"answer":422},"What payment method is safest for international trade contracts?","An irrevocable documentary letter of credit (LC) is generally the safest payment method for new cross-border trading relationships because it protects both parties — the exporter is guaranteed payment if documents comply, and the importer is guaranteed that funds are only released against the required shipping and quality documents. Telegraphic transfer (TT) in advance protects the exporter but not the importer. TT against documents is a middle ground but relies on the importer's bank integrity. Open account is the riskiest for exporters but common between established partners with strong credit relationships.\n",{"question":424,"answer":425},"Who is responsible for customs duties in an import-export agreement?","Responsibility for customs duties is determined by the agreed Incoterms rule and any additional clause in the agreement. Under FOB, CIF, and most rules except DDP, the importer is responsible for import customs clearance and all import duties, VAT, and levies in the destination country. The exporter is responsible for export customs clearance and any export duties in the country of origin. Under DDP, the exporter bears all costs and risks including import duties in the destination country. Always confirm the specific allocation in the customs clause regardless of the Incoterms rule chosen.\n",{"question":427,"answer":428},"Does an import-export agreement need to specify a governing law?","Yes — specifying governing law is essential in cross-border contracts. Without it, courts will apply conflict-of-law rules to determine which country's law governs, and the outcome can be unpredictable. English, New York, Singapore, and Swiss law are commonly chosen for international trade contracts because they are well-developed commercial law systems recognized by courts and arbitral tribunals worldwide. The governing law clause should be paired with an arbitration clause — not a domestic court clause — to ensure any award or judgment is enforceable internationally.\n",{"question":430,"answer":431},"Why is arbitration recommended over court litigation for import-export disputes?","Court judgments from one country are rarely enforceable in another country without a bilateral enforcement treaty — which many trading partners do not have. Arbitral awards, by contrast, are enforceable in over 170 countries under the 1958 New York Convention, making actual recovery practical. Arbitration also offers neutrality (neither party's home courts), confidentiality, and the ability to choose arbitrators with trade expertise. For international trade disputes, ICC, SIAC, and LCIA arbitration are the most widely used institutional frameworks.\n",{"question":433,"answer":434},"Is the CISG (UN Convention on Contracts for the International Sale of Goods) relevant?","Yes. The CISG automatically applies to contracts for the sale of goods between parties whose places of business are in different countries that have ratified the Convention — currently over 90 countries including the US, most EU members, China, and Canada. The CISG governs formation, obligations, breach, and remedies unless the parties expressly exclude it. Most international trade lawyers recommend explicitly stating whether the CISG applies or is excluded, because its default rules on risk of loss, inspection, and rejection differ from domestic sales law in ways that can surprise non-specialist drafters.\n",{"question":436,"answer":437},"What export controls should I check before signing an import-export agreement?","Before executing the agreement, the exporter should confirm whether the goods are subject to export controls under the applicable national regime — the US Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), or EU Dual-Use Regulation, for example. Goods with a nonzero Export Control Classification Number (ECCN) or that are on the US Munitions List may require a license before export to certain destinations or end users. Both parties should also screen each other against OFAC, EU, and UN sanctions lists. Violations carry criminal penalties and can result in permanent denial of export privileges.\n",{"question":439,"answer":440},"Can I use the same import-export agreement for all countries?","A well-drafted template can cover most standard cross-border goods transactions, but country-specific adjustments are often needed. Some jurisdictions require contracts in the local language, impose specific mandatory terms, or restrict certain payment methods. Import licensing requirements, product certification standards (CE mark, FDA registration, CFIA approval), and customs valuation rules vary significantly. For repeat trade with the same country, it is worth having a local trade lawyer review the standard template once to flag any mandatory jurisdiction-specific clauses.\n",{"question":442,"answer":443},"What documents should accompany an import-export agreement?","The core documents that should be referenced in or attached to the agreement are: a Schedule A describing goods specifications and quantity, a Schedule B listing required regulatory licenses and certifications, the pro forma or commercial invoice confirming price and Incoterms, the bill of lading or airway bill, the certificate of origin, the packing list, any inspection certificate, and — where an LC is used — the LC terms. Aligning the document list in the agreement with the LC documentary requirements prevents the most common cause of payment delay: document discrepancies.\n",[445,449,453,457,461,465],{"industry":446,"icon_asset_id":447,"specifics":448},"Manufacturing and industrial goods","industry-manufacturing","Component and raw-material sourcing across borders requires precise HS code classification, pre-shipment inspection clauses, and export control screening for dual-use items.",{"industry":450,"icon_asset_id":451,"specifics":452},"Consumer goods and retail","industry-retail","Product safety certifications (CE, FCC, FDA), labeling requirements in the destination country, and high-volume LC or open-account structures with established suppliers.",{"industry":454,"icon_asset_id":455,"specifics":456},"Food and agriculture","industry-food-beverage","Phytosanitary and sanitary certificates, CFIA or FDA prior notice, perishables provisions in the force majeure clause, and cold-chain insurance requirements.",{"industry":458,"icon_asset_id":459,"specifics":460},"Technology hardware and electronics","industry-saas","EAR and ITAR export control screening, FCC and CE certification requirements, encryption classification, and end-user certificate obligations for dual-use components.",{"industry":462,"icon_asset_id":463,"specifics":464},"Pharmaceutical and medical devices","industry-healthtech","Regulatory approval conditions precedent (FDA 510(k), CE mark, Health Canada license), GDP-compliant shipping requirements, and batch-level inspection and traceability obligations.",{"industry":466,"icon_asset_id":467,"specifics":468},"Automotive and aerospace","industry-professional-services","ITAR licensing for defense components, ISPM 15 wooden packaging compliance, just-in-time delivery schedules tied to production lines, and liability caps calibrated to component value.",[470,472,475,479],{"vs":89,"vs_template_id":239,"summary":471},"A purchase order is a buyer-issued document confirming a single order's quantity, price, and delivery date — it does not address payment mechanisms like LCs, inspection rights, customs allocation, dispute resolution, or governing law. An import-export agreement covers the full legal framework for the relationship, while a purchase order is a transaction-level instruction that references that framework. For cross-border transactions above a low value threshold, a purchase order alone is insufficient.",{"vs":242,"vs_template_id":473,"summary":474},"distribution-agreement-D13998","A distribution agreement appoints a foreign company as the importer's ongoing authorized reseller in a territory — covering exclusivity, minimum purchase commitments, marketing obligations, and term. An import-export agreement governs a specific sale of goods transaction. Businesses that appoint a distributor typically need both: the distribution agreement sets the relationship, and individual import-export agreements or purchase orders confirm each shipment.",{"vs":476,"vs_template_id":477,"summary":478},"Sales Agency Agreement","","A sales agency agreement engages a foreign agent to solicit orders on the exporter's behalf for a commission — the agent does not take title to goods and is not the importer. An import-export agreement is a contract of sale between the exporter and the buyer (importer), who does take title. The two documents serve different commercial structures: agency for finding buyers, import-export agreement for closing the sale.",{"vs":257,"vs_template_id":258,"summary":480},"A commercial invoice is a transaction document — it records the agreed price, goods description, Incoterms point, and parties for customs purposes. It does not create enforceable obligations around payment mechanics, inspection, dispute resolution, or regulatory compliance. An import-export agreement is the governing contract; the commercial invoice is one of the shipping documents required to perform under it.",{"use_template":482,"template_plus_review":486,"custom_drafted":490},{"best_for":483,"cost":484,"time":485},"Standard goods transactions between established trading partners in common trade corridors with no export controls or complex regulatory requirements","Free","30–60 minutes",{"best_for":487,"cost":488,"time":489},"First-time cross-border transactions, high-value shipments, restricted goods, or parties in jurisdictions with unfamiliar trade law (e.g., Gulf states, Southeast Asia)","$500–$1,500","3–7 days",{"best_for":491,"cost":492,"time":493},"Export-controlled goods (EAR/ITAR), transactions above $500K, complex multi-shipment supply arrangements, or parties in countries with strict foreign trade regulations","$2,500–$8,000+","2–4 weeks",[495,500,505,510],{"code":496,"name":497,"flag_asset_id":498,"note":499},"us","United States","flag-us","US exporters must comply with the Export Administration Regulations (EAR) and, for defense articles, ITAR — both administered by the Bureau of Industry and Security (BIS) and State Department respectively. OFAC sanctions screening is mandatory before every transaction. The CISG applies automatically to US exporters dealing with buyers in other ratifying states unless expressly excluded. Governing-law clauses selecting New York law are widely enforced internationally.",{"code":501,"name":502,"flag_asset_id":503,"note":504},"ca","Canada","flag-ca","Canadian exporters are subject to the Export and Import Permits Act (EIPA) and must screen against Canada's Consolidated Autonomous Sanctions List. The Canada Border Services Agency (CBSA) administers customs valuation under the Customs Act; under-valuation is a common compliance risk. CUSMA/USMCA preferential duty rates apply to qualifying goods traded between Canada, the US, and Mexico. Quebec-based parties may require contracts in French under the Charter of the French Language.",{"code":506,"name":507,"flag_asset_id":508,"note":509},"uk","United Kingdom","flag-uk","Post-Brexit, UK exporters and importers must comply with both UK Strategic Export Controls (administered by the Export Control Joint Unit) and separate UK sanctions lists maintained by OFIS (Office of Financial Sanctions Implementation). UK customs declarations now apply to EU trade. English law and London-seated ICC or LCIA arbitration remain the dominant choice for international trade contracts globally and are strongly supported by English courts.",{"code":511,"name":512,"flag_asset_id":513,"note":514},"eu","European Union","flag-eu","EU exporters are subject to the EU Dual-Use Regulation (2021/821) for controlled goods and must screen against the EU Consolidated Sanctions List. The CISG applies automatically in most EU member states. Intra-EU trade is governed by different VAT and customs rules than exports outside the EU customs union. GDPR considerations arise if the agreement involves personal data transfers between parties. ICC arbitration seated in Paris, Geneva, or Vienna is commonly used for EU-party trade disputes.",[239,516,254,258,517,518,519,520,235,521,522,523],"distribution-agreement-D12544","non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","service-agreement-D12711","letter-of-intent_acquisition-of-business-D5197","liability-waiver-D12884","memorandum-of-understanding-D12548","bill-of-sale-D1229",{"emit_how_to":199,"emit_defined_term":199},{"primary_folder":116,"secondary_folder":526,"document_type":527,"industry":528,"business_stage":529,"tags":530,"confidence":535},"sales-and-purchase","agreement","distribution","all-stages",[531,532,533,534,526],"import-export","international-trade","cross-border","incoterms",0.92,"\u003Ch2>What is an Import-Export Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>Import-Export Agreement\u003C/strong> is a legally binding cross-border contract between an \u003Cstrong>Exporter\u003C/strong> (the seller of goods) and an \u003Cstrong>Importer\u003C/strong> (the buyer) that governs every material dimension of an international sale of goods: the description and specifications of the goods, the agreed price and transaction currency, the applicable Incoterms 2020 rule allocating delivery and risk, the payment method (letter of credit or telegraphic transfer), shipping and insurance obligations, customs clearance and duties responsibility, pre-shipment inspection rights, regulatory and trade sanctions compliance, force majeure, and the governing law and arbitration mechanism for resolving disputes. Unlike a domestic sales contract, an import-export agreement must account for the legal systems and compliance regimes of at least two countries simultaneously, making precise drafting essential to enforceability.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written import-export agreement, the parties are left to argue over who bears the risk when goods are damaged at sea, who pays an unexpected anti-dumping duty at the destination port, and what recourse exists when the importer refuses to pay after delivery. A missing Incoterms clause alone generates disputes that can cost more to resolve than the goods themselves. Open-account payment terms agreed informally without a contract leave exporters with no security against non-payment in a foreign jurisdiction — and cross-border debt recovery is slow, expensive, and uncertain without an arbitration clause backed by the New York Convention. Export control violations and sanctions breaches can result in criminal penalties even when the exporter had no intent to violate the law, making a compliance representation clause non-negotiable. This template gives both parties a clear, enforceable record of agreed terms before goods cross the border, reducing the transaction risk that makes international trade more costly than it needs to be.\u003C/p>\n",1781185998971]