Structuring International Sales Channel Agreements: Complying With Export Laws, FCPA, OFAC

Navigating Export Issues, IP Protection, Competition Challenges, Exclusivity, and Territory

Recording of a 90-minute CLE video webinar with Q&A

Conducted on Thursday, January 21, 2021

Recorded event now available

or call 1-800-926-7926
Course Materials

This CLE course will guide counsel to companies doing business internationally on key considerations when structuring international sales channel agreements. The panel will discuss key contract provisions and offer best practices for structuring the agreement to ensure compliance with the FCPA, export laws, and Office of Foreign Assets Control (OFAC) regulations, and other compliance requirements.


U.S. companies continue expanding their global market share. Companies and their counsel must weigh the pros and cons of direct selling in the international marketplace or using local resellers and distributors to get their goods to market.

While local resellers and distributors can have business advantages, companies also should recognize and account for potential risks. To manage such risks, companies and their counsel should conduct appropriate due diligence before selecting a foreign partner to distribute the company's products. Among other things, companies and their counsel should evaluate potential FCPA-related risks and should confirm that potential business partners are not on the OFAC Specially Designated Nationals and Blocked Persons List, or the U.S. Commerce's or State Department's sanctioned parties lists.

When negotiating and structuring international sales channel agreements, counsel should thoroughly address key issues such as FCPA and export compliance, IP rights protection, and exclusivity.

Listen as our authoritative panel examines the key considerations--including export, FCPA, IP, competition, exclusivity, and territory--when structuring sales channel agreements in the international marketplace. The panel will discuss key provisions and offer best practices for structuring the agreement to ensure compliance with export, FCPA, OFAC, and other laws.



  1. Selecting a distributor or reseller
    1. Due diligence and assessment of potential FCPA and other legal risks
    2. SDNs/sanctioned parties lists
    3. Exclusivity/non-exclusivity
  2. Considerations
    1. IP protection
    2. Competition
    3. Territory
    4. Export and FCPA compliance issues
  3. Key provisions
  4. Best practices for structuring the agreement


The panel will review these and other key questions:

  • What factors should counsel consider when negotiating and structuring international sales channel agreements?
  • What provisions should counsel include to ensure IP rights are protected?
  • What are the steps in the due diligence process when evaluating potential distributors or resellers?
  • What are the key legal factors that shape decisions on territorial scope and exclusivity?
  • What provisions are best at protecting the company from various compliance risks?


Davis, John
John E. Davis

Member and FCPA/International Anti-Corruption Practice Lead
Miller & Chevalier

Mr. Davis focuses his practice on international regulatory compliance and enforcement issues. He advises on corruption...  |  Read More

Helmer, Chris
M. Christie (Chris) Helmer

Partner, International Law Lead & Admiralty/Maritime Co Lead
Miller Nash Graham & Dunn

Ms. Helmer does primarily international and maritime work, both litigation/arbitration and transactional. Her 30+ years...  |  Read More

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Strafford will process CLE credit for one person on each recording. All formats include course handouts.

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