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Last Update: 02/06/2015

ICC PUBLICATIONS FOR SALE

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How to Excel in Law School

ICC Ethics and Compliance Training Handbook

The ICC Ethics and Compliance Training Handbook sets out the challenges which large, medium-sized and small companies have to overcome as they build and put into action their corporate compliance programme.  

This practical guide and training tool provides hands-on expertise from distinguished practitioners in the field of corporate integrity and compliance. It offers practical guidance on performing a risk assessment, installing a whistleblowing system, exercising due diligence when selecting agents or intermediaries, and conducting internal investigations. It also covers setting up a training programme, engaging your Board of Directors in compliance efforts, drafting a Code of Conduct, setting up the best compliance system for your company, resisting solicitation and extortion, introducing the ICC Anti-corruption Clause in your contracts, mitigating compliance risks arising from joint ventures, and managing the transition to a clean commercial policy.  

This book will be the tool of reference for managers, compliance officers, lawyers and anyone concerned with stamping out corruption and other anti-competitive practices, whether working in an SME in an emerging country or in a large corporate operating on different continents.

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ICC Model International Sale Contract


The ICC Model International Sale Contract is a time-saving tool for traders, business men, lawyers and all parties involved in important import/export- and cross-border sales transactions. It applies mainly to the sale of manufactured goods but can serve as an example to work on for other types of products as well.

This concise model is fair and balanced for all parties involved by clearly presenting a comprehensive set of rights and obligations. Providing clear directions to sellers and buyers, its introduction takes the parties step-by-step through the process – from A to Z covering

    - general characteristics of the contract 
    - scope of application
     - termination of the contract
    - dispute resolution
    - and more.

This updated version takes into account recent developments in international business and trade finance. It incorporates the latest trade rules, ICC’s Incoterms® 2010, as well as the new Bank Payment Obligation (BPO) rules developed jointly by the ICC Banking Commission and SWIFT. 

Succinct and practical, it will be an invaluable instrument for companies engaged in international trade and their lawyers. It carries the authority of the International Chamber of Commerce (ICC), the organization that pioneered many of the basic rules and mechanisms at the heart of international trade.
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ICC Model International Franchising Contract

To take into account latest developments across the world, ICC’s experts have now updated the successful ICC Model International Franchising Contract.

Simple, user-friendly, flexible

International direct franchises are a rapidly expanding business instrument and make a considerable contribution to growth in various industry sectors. A lack of uniform international rules complicates matters though. The ICC Model International Franchising Contract responded to a growing need for a simple and user-friendly model contract that reflects the diversity of franchising contracts.

Explanations and Commentary for an even more efficient use

This update includes a significantly expanded introduction. It provides valuable information for users on issues such as anti-trust rules and questions of laws applicable to franchises. A helpful commentary offers alternative drafting solutions adapted to more specific needs and identifies potential pitfalls.

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ICC Model Subcontract


ICC Model Subcontract is mainly designed for major turnkey projects but flexible enough to be used as a subcontract to other standard forms of contract as well. Taking innto consideration that international turnkey construction projects are often multifaceted transactions that require complex legal documentation, the ICC Model Subcontract is the answer for all those who seek a reliable and balanced standard form to prevent drowning in a flood of papers and documents. This form is equally intended for use in public and private contracts (whether tendered or individually negotiated), as a part of the “BOT” project documentation, and in externally financed projects.

This Model Subcontract takes a fair and equitable approach to both contractors and subcontractors. It considers the interests of all parties by providing for price and scope certainty, swift and effective dispute resolution and complete, informed and responsible allocation of risks.

Perfect complement to the ICC Model Turnkey Contract for Major Projects, this vital tool for international business transactions completes ICC’s series of successful model contracts. It provides for price and scope certainty, swift and effective dispute resolution and complete, informed and responsible allocation of risks. Balanced for both parties, it further includes a good faith concept, explanation of the purpose of certain provisions to avoid misinterpretation,where possible, the use of equal and mirrored obligations of the parties.

Prepared by the ICC Commission on Corporate Responsibility and Anti-corruption and the Commission on Commercial Law and Practice, the ICC Anti-corruption Clause, to which Article 60 on “Bribery, gifts, inducements or rewards” refers, has been revised in 2012. You can download the full text of the clause for free here.

The book includes the text of the contract on CDRom.
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ICC Model International Transfer of Technology Contract

As technology and IP rights become increasingly important, more and more companies across the globe conclude transactions to transfer technology among business entities. This model contract covers the situation where a manufacturer licenses a package of information and industrial property rights to a licensee company. The licensee can then also manufacture the products, using the licensor’s technology. 

A useful introduction explains in detail what you need to take into account when transferring technology: from anti-trust to tax issues and other pitfalls. Helpful annexes make this model a vital tool for international licensors and licensees who seek a form that is fair and balanced for both sides and can be used across a range of industries.

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ICC Model Confidentiality Agreement


The ICC Model Confidentiality Agreement and its stand-alone model confidentiality clause are designed to assist business people and lawyers by providing balanced, reliable models that can be used in business transactions across all borders. Both models models allow parties flexibility to tailor the provisions to their transactions, providing alternative language for situations having more than one solution, and highlighting issues that warrant consideration.

Virtually every business, large or small, needs to protect sensitive information in the course of engaging in business transactions, and confidentiality agreements are the most commonly used mechanism to provide for non-disclosure of vital information. ICC Model Confidentiality Agreement is the latest in a series of widely used model contracts published by the International Chamber of Commerce.

Practical and flexible, ICC Model Confidentiality Agreement and ICC Model Confidentiality Clause are essential tools to help businesses engaged in international transactions protect their competitive edge.

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ICC Model International Trademark Licence

ICC Model International Trademark License addresses the situation where the owner of a well-known trademark licenses the trademark to a company which will use it with respect to products not manufactured or sold by the licensor. In this case, it is assumed that the licensed products will be designed and developed by the licensee, and that the main preoccupation of the licensor is to ensure that the licensed products conform to the overall image of the licensor and its trademarks.

Parties are advised to use ICC Model International Trademark License as a basis for negotiation and for drawing up their own contracts, possibly with the assistance of a lawyer with international expertise. ICC Model International Trademark License is another important resource for attorneys and companies engaged in international trade. It carries the authority of ICC, the organization that pioneered many of the basic rules and mechanisms at the heart of international business. The paper version of this ICC Model Contract also contains the text of the contract on a CD-Rom.
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ICC Model Mergers & Acquisitions Contract 1 - Share Purchase Agreement


M & A agreements cover a variety of contracts to transfer businesses or companies.

This shared purchase agreement becomes extremely useful in any situation where the entire issued share capital of a company or business is acquired by another.

This model is an invaluable tool for parties and lawyers who are not specialized in M&A contracts and helps drafting a simple contract. It covers the most common issues involved while leaving enough flexibility for the parties to work out special situations for themselves. Buyers, sellers, lawyers and scholars will find in this model contract a useful companion in their daily work which will help them deal with:

     - Pre-closing and post-closing undertakings
     - Price and closing
     - Warranties and breach of warranties
     - Indemnification, indemnification procedure, and limitation of liability
     - Restrictive covenants
     - Confidentiality

Many other issues (e.g. conditions that must be met before closing) are covered in the useful annexes and schedules.

The paper copy of this publication contains the text of the contract on a CD Rom. Kindly Note: the CD Rom is not included when you purchase the eBook.
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ICC Model Selective Distributorship Contract

The ICC Model Selective Distributorship Agreement is intended for the marketing of products through a network of qualified retailers. It was prepared by the ICC Commission of International Law and Practice (CLP) by covering agreements which allow the exporter to better manage the way his products are marketed while also providing a certain level of sales service to the consumer by the means of incorporating ‘Selective Distribution’ as a viable mechanism.

The producer may wish to:

Market technically sophisticated products only through retailers who can give competent technical advice;Ensure that products with an exclusive image are sold only in shops having certain high level characteristics (location, fittings, etc.).

The ICC Model Selective Distributorship Contract saves resources for both companies as well as their legal advisers. By introducing this model of selective distribution they prevent all members including the producer, from selling to non-authorized resellers. All while providing a sound legal basis upon which parties can quickly establish an even-handed agreement acceptable for both sides.

The paper copy of this publication contains the text of the contract on a CD-Rom.
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ICC Model Commercial Agency Contract


The ICC Model Commercial Agency Contract is for parties negotiating agency agreements abroad who face a major difficulty: the lack of uniform rules. There is no internationally agreed uniform legislation for agency agreements, and so parties have to rely on national laws. Not only do these laws differ from country to country, but they do not take into account the international nature of the contract.

ICC provides a flexible alternative solution. Using uniform contractual rules, and not based on any specific national law, the model incorporates prevailing practice in international trade as well as the principles generally recognized by the domestic laws on agency.

This fully revised edition takes into account recent developments in the laws of agency, including Internet sales. It also comprises, for the first time, a CD-ROM presenting the text of the contract. Not only does the model offer flexible solutions to international agreements, the CD makes it even simpler to adapt the contract for your specific case.

The detailed introduction explains the scope of the contract and its uses. And, this 2002 version includes the following new Appendices:

EC Directive 86/653The UNIDROIT Principles of International Commercial Contracts:a list of indications on national laws on commercial agency. The paper copy of this publication contains the text of the contract on a CD-Rom.

Kindly Note: the CD Rom is not included when you purchase the eBook.
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The ICC Guide to the Uniform Rules for Bank Payment Obligations

The ICC Guide to the Uniform Rules for Bank Payment Obligations examines the ways in which the three critical components - standards, platform and rules - must interact and complement one another to facilitate the successful completion of a BPO transaction.

BPOs enable banks to mitigate the risks associated with international trade to the benefit of both buyers and sellers. They enable flexible financing propositions across the entire transaction lifecycle, including pre-shipment, post-shipment and buyer finance. This invaluable handbook explains workflow in detail and guides practitioners in their interpretation of the Uniform Rules for Bank Payment Obligations. The Guide to URBPO provides real life business scenarios and practical examples of how a Bank Payment Obligation may be applied in practice to support a variety of customer value propositions. It will help corporates to take full advantage of a host of bank-assisted open account solutions designed to optimise the management of the cash conversion cycle and of working capital.

This Guide is a vital reference for anyone involved in financial supply chain transactions and for students of international commerce.
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Uniform Rules for Bank Payment Obligations

ICC’s URBPO are the first-ever Uniform Rules for Bank Payment Obligations (BPOs), a 21st century standard in supply chain finance that governs Bank Payment Obligations transactions worldwide.

BPOs enable banks to mitigate the risks associated with international trade to the benefit of both buyers and sellers. They enable flexible financing propositions across the supply chain, from pre-shipment to post-shipment.

BPO benefits include:

     • Mitigating risks in international trade for buyers and sellers alike
     • Speed, reliability, convenience
     • Reduced costs and improved accuracy
     • Enhanced risk management
     • Assurance of payment
     • Access to flexible financing
     • Securing the supply chain

The ICC Banking Commission has developed the Uniform Rules for Bank Payment Obligations in partnership with financial messaging provider SWIFT to take into account the legitimate expectations of all relevant sectors. Bankers, traders, lawyers and all trade practitioners who deal with BPO will refer to these rules on a daily basis.
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ICC Model Distributorship Contract


ICC Model Distributorship Contract’ is for traders negotiating international distribution agreements; it decidedly makes the task much easier by the simple application of uniform rules.

To meet this need, ICC has published a revised set of its uniform contractual rules, the ICC Model Distributorship Contract. The rules apply to agreements under which the distributors act either as buyers and resellers or as importers who organize distribution in the country in which they operate.

The rules included in the contract are both flexible and general. If parties have no need to draw up a specific contract of their own, they can use the entire model, which has been drafted to assure equal balance for both sides. Concise and practical, the ICC Model Distributorship Contract is an invaluable tool for companies engaged in international trade and their lawyers. It carries the authority of ICC, the organization that pioneered many of the basic rules and mechanisms at the heart of international trade.
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URR 725: ICC Uniform Rules for Bank-to-Bank Reimbursements under Documentary Credits

ICC's Uniform Rules for Bank-to-Bank Reimbursements under Documentary Credits (URR) have recently been revised. The revision was necessary to bring these long-standing rules into conformity with UCP 600, ICC's universally used rules on letters of credit. URR 725 contains a number of technical changes from the previous version, URR 525, and will be used by most letter of credit practitioners around the world.

This revision was approved by the Commission on Banking Technique and Practice in April 2008 and came into effect on 1 October 2008. URR 725 is a four page leaflet sold by sets of ten leaflets.

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Drafting and Negotiating International Commercial Contracts

With increasing globalization, multinational agreements are becoming a common practice for most traders. However, international contracts remain a difficult and mysterious subject for business people as well as their lawyers. This updated edition provides insights into the basic requirements of a well-drafted contract and covers, among other things:

     • The choice of the applicable law
     • The choice of jurisdiction
     • International arbitration
     • The use of more international drafting techniques
     • Hardship, force majeure and liquidated damages

As an added feature, this volume analyzes in depth the negotiating process. It provides incisive commentary on the model contracts developed by the International Chamber of Commerce (ICC), the 2012 ICC Rules on Arbitration, Incoterms® 2010 and Unidroit Principles 2010.
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ICC Guide to Export/Import


The ICC Guide to Export/Import is all you need in order to succeed in international markets. This easy-to-understand introduction to international trade is at the same time a detailed handbook for the experienced practitioner. Completely updated, the fourth edition of this much acclaimed volume contains an extended analysis of new rules and regulations including ICC’s Incoterms® 2010, URDG and others as well as crucial topics like online documentation and e-commerce, customs and intellectual property.

International trade is one of the primary engines of increasing global prosperity. But cross border trade as opposed to domestic trade involves additional risks and challenges. Therefore it is vital for traders worldwide to have the necessary tools that help them properly navigate their resources. Developed in consultation with top experts at the International Chamber of Commerce (ICC), the Guide to Export/Import covers in detail everything you need to know about global trade and its related risks.

- Essential tools helping you to more effectively do your job:
     • The new Incoterms® 2010 rules
     • International model contracts and clauses and other trade related documents
     • Tips and tricks for negotiating international contracts

- An introduction to trade finance:
     • Letters of credit and UCP600
     • Guarantees

- The risks and challenges of international trade:
     • Transport risks
     • Legal risks
     • Risks of non-payment
     • Exchange rate fluctuations
     • Insurance

- The legal framework and dispute resolution:
     • International agreements
     • Litigation
     • Arbitration

The ICC Guide to Export/Import provides a concise learning and reference tool for trade professionals as well as students, a must have for everyone involved in international business.

About the author: A graduate of Harvard University (B.A.) and the University of California-Berkeley (J.D.), Guillermo C. Jimenez has got more than 30 years’ experience in international business, law and policy. As Head of Division at ICC’s Paris Headquarters from 1990 to 1998, he coordinated work on key ICC instruments and trade tools and has lectured on international business in over 35 countries and before a number of intergovernmental organizations, including the United Nations, European Commission and Organization for Economic Cooperation and Development.
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ICC GUIDE TO INCOTERMS® 2010

This ICC Guide to Incoterms® 2010 will help importers and exporters avoid costly misunderstandings by clearly defining the responsibilities of sellers and buyers for the delivery of goods. ICC’s Incoterms® rules are regularly incorporated into sales contracts worldwide.

The ICC Guide to Incoterms® 2010 analyzes in detail each of the 11 Incoterms® rules. Diagrams and illustrations facilitate their understanding while also explaining the history of these ground-breaking international commercial terms. This Guide is an invaluable companion for everyone involved in cross border transactions, it shows how the Incoterms® rules work in conjunction with other contracts and also answers questions such as:making this guide the official handbook accompanying the latest edition of these global trade standards.

     - What are the Incoterms® rules and what can they do for me?
     - How do I reference Incoterms® 2010 in a contract of sale,  
       insurance or payment?
     - What are the main differences between Incoterms® 2000 and              Incoterms® 2010?
     - What is the most efficient rule for which mode of transport?
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Incoterms ® 2010


Incoterms ® rules define the responsibilities of buyers and sellers for the delivery of goods under a contract of sale. They are the official rules to determine how costs and risks are allocated to parties. The Incoterms rules are regularly inserted in sales contracts worldwide and have become an integral part of business language daily.

Incoterms ® 2010 rules include the ICC for the use of 11 trade terms Incoterms. They take into account the latest developments in commercial practice, update and include some old rules. A majority of the sales contract will refer to the latest version in the body of their contents.

In addition to 11 rules, this edition includes:

  • Many explanatory notes and graphics to help users select the most appropriate rule for each transaction;
  • A new classification to help choose the best suited to rule mode of transport;
  • Recommendations for the use of electronic procedures;
  • Information about security clearances of cargo;
  • Recommendations for the use of Incoterms ® 2010 in the domestic market.
The ICC has written and published the rules of Incoterms for over 70 years, providing importers, exporters, lawyers, transporters, insurers and students on international rules and guidance reflecting the latest developments in the business environment.
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INCOTERMS® 2010 Q&A


Incoterms® 2010 Q&A is the latest in a series of best-selling books helping users understand and benefit from ICC’s world famous Incoterms® rules.

This practical one-stop shop for traders and those that advise them, features a host of practical tools to help readers choose the correct Incoterms® 2010 rule for their deal and avoid costly mistakes arising from dangerous mismatches between the contract of sale and related documents such as ‘Letters of credit’ and ‘Contracts of carriage’.

Bringing together expert guidance and practical tools, this publication includes the following helpful materials and tools:

     • Frequently asked general questions on the Incoterms® 2010 rules
     • Guidance notes for each of the 11 Incoterms® 2010 rules
     • A comprehensive glossary for commonly used trade terms
     • Flowcharts and checklists to help readers manage the relevant documents related to a sale or         purchase.

The successful application of all these guidelines will help the reader better understand the Incoterms® rules in order to implement them in the most efficient way in their contracts.

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INCOTERMS® 2010 WALLCHART

Incoterms® 2010 Wall Chart, ICC’s popular support tool, is a full colour, poster-sized flow chart outlining the responsibilities of buyer and seller under each of the 11 Incoterms® rules.

Rules for any mode of transport:
     • EXW
     • FCA
     • CPT
     • CIP
     • DAT
     • DAP
     • DDP

Rules for waterway transport:
     • FAS
     • FOB
     • CFR
     • CIF

The Incoterms® 2010 Wall Chart is sold in sets of 10 posters.
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International Standard Banking Practice


International Standard Banking Practice - ISBP 745 is the most up to date, comprehensive guide to handling and examining trade documents under documentary credits. An invaluable source of practical information for trade finance professionals and academics, this revised edition of ISBP provides readers with the latest ICC approved guidelines for all parties to documentary credits.

ISBP 745 details how to apply banking practices under UCP600 to various trade documents (invoices, transport documents, bills of lading, certificates of origin…) and features the following documents, which were not covered in previous editions:

    - Packing list
    - Weight list
    - Beneficiary certificate
    - Non-negotiable sea waybills
    - Analysis, Inspection, Health, Phytosanitary, Quantity and Quality certificates

The professionals’ reference book to best banking practices for international L/C documents subject to UCP600, ISBP has already played a significant role in reducing international discrepancies for documentary credits and is regularly consulted by a wide range of banking, logistics, insurance, legal and corporate professionals and academics worldwide.
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ICC Uniform Rules for Demand Guarantees (URDG)


The ICC Uniform Rules for Demand Guarantees (URDG) reflect international standard practice in the use of demand guarantees and balance the legitimate interests of all parties. More than an update of the existing rules, the revised URDG 758 is a new set of rules for the twenty-first century that has been in effect since the 1st of July 2010.

Since their first adoption in 1991, ICC's URDG have gained international acceptance and official recognition by bankers, traders, industry associations and international organizations including UNCITRAL, FIDIC and the World Bank. The current edition, URDG 758, was officially endorsed by the UN Commission on International Trade Law (UNCITRAL) in 2011.

The most significant changes in this edition are:
    • New definitions and interpretation rules for greater clarity and precision;
    • The treatment of non-documentary conditions, incomplete presentations, and many other contentious        practices;
    • A comprehensive coverage of advice of guarantees, amendments, electronic documents, transfers and       more;
    • A provision on force majeure that triggers an extension of a guarantee for thirty calendar days;
    • The replacement of “reasonable time” with fixed periods for the examination of demands, the extension       of guarantees and the suspension of payments.

PLUS - URDG 758 contains:

    • A clear layout of the examination process for demands;
    • A step-by-step roadmap for handling extend or pay demands;
    • A checklist of drafting recommendations;
    • Ready-to-use model forms.
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