INTERNATIONAL CONTRACTS EXAM 2024

PARTNERSHIP CONTRACT

Mark valid statements for PURPOSE clause

• Terms and conditions

• No exclusivity

• limited period of time

• Purchase and sale of products

PARTNERSHIP CONTRACT

Mark those statements valid for PARTS clause

• SELLER and BUYER are Companies duly incorporated

• Only US Law applicable

• Only Mexican Law applicable

• Laws of US and Mexico are applicable

PARTNERSHIP CONTRACT

Mark those statements valid for OBJECT clause

• "THE BUYER" will acquire the Portfolio to resell it under its own commercial conditions

• Cooperation between the BUYER and the SELLER

• The BUYER does not need to get authorization from the Corporate Office

• The BUYER will be able to sell without exclusivity and for a limited period

PARTNERSHIP CONTRACT

Mark those statements valid for PORTFOLIO clause

• The "BUYER" can only sale the Product Portfolio of the "SELLER", no other products are allowed

• "THE SELLER" has suggested to "THE BUYER" the Portfolio of products that it recommends to acquire for subsequent resale

• The Portfolio will be adapted to each of the Territories of the "BUYER" based on their particularities, to create a competitive Portfolio.

• The "BUYER" has a right to sell with exclusivity

PARTNERSHIP CONTRACT

Mark those statements valid for RESALES AND TERRITORY clause

• The sale of the Portfolio by "THE BUYER" will be carried out on its own account, acting autonomously and independently of "THE SELLER",

• "THE SELLER" can impose mandatory territories for sales in the US

• "THE BUYER" has decided to carry out the Pilot Project through its customer base in the sales channels in the USA that includes sales in the EB2B and EB2C operating models

• THE BUYER" undertakes to carry out its activities independently, for which it may continue to acquire, sell, resell and/or distribute other products, in addition to those established in the Portfolio, including its entire line of products, and to exploit any other commercial or industrial activity, without the right for "THE SELLER" to interfere in any way.

PARTNERSHIP CONTRACT

Mark those statements valid for VALIDITY clause

• admitting a single extension for an additional period of 3 (three) months, provided that the Parties previously agree in writing.

• admitting a single extension for an additional period of 6 (six) months, provided that the Parties previously agree in writing

• The initial validity of the Pilot Project will be from the date of signature of this Memorandum until the <Define agreed date>

• admitting a single extension for an additional period of 9 (nine) months, provided that the Parties previously agree in writing

PARTNERSHIP CONTRACT

Mark those statements valid for EARLY TERMINATION clause

• for failure to comply with the obligations assumed in this Memorandum, which are not remedied within a period of 30 (thirty) days from the receipt of the notification sent in writing by the injured Party

• in the event of force majeure or fortuitous event that makes it impossible for any of the Parties to comply with the Memorandum for more than 45 (forty-five) days

• In the event of an acquisition of a New Company for the Buyer or the Seller

• in the event that they initiate any proceeding or action relating to insolvency, insolvency, bankruptcy, reorganization aimed at applying for insolvency, bankruptcy, insolvency, reorganization, restructuring, or any other proceeding of the same nature,

PARTNERSHIP CONTRACT

Mark those statements valid for MAIN TRADING TERMS clause (1 of 2)

• Prices and Payment Method

• Payment Terms

• Cross-Promotions

• Investments related to BTL (below-the-line) advertising

PARTNERSHIP CONTRACT

Mark those statements valid for MAIN TRADING TERMS clause (2 of 2)

• Discounts and Margins

• Reporting

• Financial Statements

• Purchase Orders

PARTNERSHIP CONTRACT

Mark those statements valid CONFIDENTIALITY clause

• Confidential Information can be shared to 3rd. parties

• Confidential to any person other than its affiliates, shareholders, directors, officers, employees and advisors (the "Representatives") who have a need to have access to such Confidential Information for purposes of carrying out the Pilot Project

• The Parties shall be liable for violations of this Clause by any of their Representatives

• The Parties agree not to disclose or disclose any information that has been received in connection with this Memorandum (the "Confidential Information")