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QUESTION: Hi Peter,

I hope you can answer my questions;

My questions are;

I have a main office in the US and a branch office in Chile. I work with a manufacture of goods in Chile using my private label.

Should I put both US main office and Chile branch office address on the contract? The laws will be according to Chile.

Should International Chamber of Commerce be the arbitration of choice?

Can I have a non compete clause (with specific territory) since the manufacture has their own label?

If manufacturer terminates contract, can I have a clause that I am paid on business for a certain period of time if the manufacturer starts to sell their own label in my territory?

Thank you

ANSWER: Dear Renee,

before I address your specific questions, I have to point out that, if this concerns a deal of any considerable magnitute, it would probably be worth it to actually consult with a lawyer, since I can only give you a general idea, based on the limited facts provided. Under that caveat, I can answer your questions as follows:

While putting the main office in the contract will do no harm, if there is an explicit choice of law clause in the contract, there is no specific need to do that, unless it is somehow required by the laws of Chile.

While the ICC is often a good choice for arbitration, I cannot tell you whether it is the best in your case without knowing the details of the transaction.

While such a non-compete clause is possible in many jurisdictions, I do not know about Chile.

As to the last question, the same applies as to the foregoing one.

Best regards,

Peter Koch, LL.M., MBA
Attorney at Law (licensed in Germany and New York)

KOCHLAW
Poststrasse 25
20354 Hamburg
Germany

Tel. +49-40-8079364-0
Fax +49-40-8079364-41
e-mail: pk@kochlaw.de
web: www.us-anwalt.de

---------- FOLLOW-UP ----------

QUESTION: Thank you Peter. I did get most of my questions answered. I do have one more on your reply..

"While the ICC is often a good choice for arbitration, I cannot tell you whether it is the best in your case without knowing the details of the transaction".

Since I will be adding my Chile branch office on the contract and the producer of my products is in Chile, would ICC apply with two companies on contract in the same country?

Answer
Dear Renee,

I do not know, how the procedural laws of Chile apply to this question, but there is nothing in the ICC Rules of Arbitration that would preclude a domestic dispute from be submitted to arbitration under those rules.

Best regards,

Peter Koch, LL.M., MBA
Attorney at Law (licensed in Germany and New York)

KOCHLAW
Poststrasse 25
20354 Hamburg
Germany

Tel. +49-40-8079364-0
Fax +49-40-8079364-41
e-mail: pk@kochlaw.de
web: www.us-anwalt.de

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Peter Koch

Expertise

I am a licensed attorney in Germany and the State of New York. The focus of my practice is on Business Law, i.e. Commercial, Corporate, Contract, Antitrust Law and Intellectual Property Rights, in particular in US-German cross-border transactions. I also advise clients in the area of International Trade Regulations.

Experience

I have advised domestic and foreign, in particular US-American, clients in the above stated areas since 1997.

Education/Credentials
First State Exam (JD-equivalent) 1989 - Second State Exam (German Bar Exam) 1992 - Master of Laws (Houston) 1995 - Master of Business Administration in International Business (Houston) 1996 - licensed Attorney Germany 1997, New York 1998

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