1. Imagination at work. David Echenberg P&W Legal Counsel December 18 th, 2015 Session IV – National & International Contracts

2. Agenda  Final Class: Recap and Exercises Title or Job Number | XX Month 201XSee tutorial regarding confidentiality disclosures. 2

3. Warm Up The world is a small place Where do you think the Verranzzano Bridge is? 1.Greve, Tuscany 2.Sheffield, England 3.Hong Kong 4.New York Title or Job Number | XX Month 201XSee tutorial regarding confidentiality disclosures. 3

4. Recap: Contract Formation Formation 1.Offer: one Party promises to provide something of value in the future; 2.Acceptance: the offer is unconditionally accepted by the other Party’) ; 3.Consideration, something of value is promised in exchange; 4.There is mutual intent of both Parties to carry out the agreement; 5.Capacity as to age and mental ability; 6.Legally enforceable: a ‘legal’ contract 4 Pro – Bono Contract Law| 20 November 2015

5. Recap: Contract Terms Terms 1.Price: how much does it cost? 2.Warranties: What type of protection and how long 3.Termination: Getting out of the contract 4.Dispute Resolution: Negotiation, Courts, Arbitration 5.Governing Law: The Law of the country that applies to the Contract 5 Pro – Bono Contract Law| 20 November 2015

6. National Contract: Definition  Both Parties come from the same country; AND  The Offer and Acceptance occur in the same country; AND  The place of Performance occurs in the same country, including the production, transportation and delivery. 6 The following criteria are required for a contact to be considered a national contract: Pro – Bono Contract Law| 20 November 2015

7. International Contract: Definition  The Parties come from different countries; OR  The Offer or Acceptance occur in different countries; OR  The place of Performance occurs different countries, being the production, or transportation or delivery 7 One or more of following criteria are required for a contact to be considered an international contract. Pro – Bono Contract Law| 20 November 2015

8. Main Differences Pro – Bono Contract Law| 20 November 20158 National ContractsInternational Contracts

9. International Law: Rome Convention If the parties to an international contract forget to select the Governing Law in Europe, the Rome Convention. For example… Article 4 holds that A contract for the sale of goods shall be governed by the law of the country where the seller has his habitual residence; and a contract for the provision of services shall be governed by the law of a country where the service provider has his habitual residence. Title or Job Number | XX Month 201XSee tutorial regarding confidentiality disclosures. 9

10. International Law: Vienna Convention If parties to an international contract decide, they may agree for the Vienna Convention to apply to the contract. This will apply an additional set of rules that will replace the national law in some cases such as the rules on offer and acceptance and rules on the quantity and quality of goods and warranty provisions. Title or Job Number | XX Month 201XSee tutorial regarding confidentiality disclosures. 10

11. EXERCISE I Luiga who lives in Muggio wants to purchase a turbine to generated electricity for a shopping centre in Lugano.. Elena is an employee of company that sells small turbines who lives in Milan. Luiga and Elanare to negotiate a valid contract at the best price and the best terms possible. Points will be given to Buyer and Seller. Good Luck! 11 Pro – Bono Contract Law| 20 November 2015