PERU Law and Practice Contributed by: Walter Aguirre, María Angela Vásquez and Sebastian Montes, Aguirre Abogados & Asesores
7.4 Prohibited Provisions in Local Law Section 1354 of the Peruvian Civil Code provides that parties may freely determine the content of their agreements, provided such content does not contra - vene mandatory legal provisions. There is no statutory “blacklist” of prohibited contractual clauses. 8. Dispute Resolution 8.1 Enforcement of Foreign Judgments With respect to the enforcement of foreign judgments in Peru (exequatur), Section 2106 of the Peruvian Civil Code expressly allows foreign judgments to be enforced in the country, provided certain conditions are met. In addition, pursuant to Section 74 of the Arbitration Act (Legislative Decree No 1071), a foreign arbitral award is defined as one rendered outside of Peruvian territory. Such awards will be recognised and enforced in Peru in accordance with the following instruments: • the Convention on the Recognition and Enforce - ment of Foreign Arbitral Awards, adopted in New York on 10 June 1958; • the Inter-American Convention on International Commercial Arbitration, adopted in Panama on 30 January 1975; or • any other treaty on the recognition and enforce - ment of arbitral awards to which Peru is a party. Unless the parties agree otherwise, the most favour - able treaty for the party seeking recognition and enforcement of a foreign arbitral award shall apply. It is worth noting that the process for enforcing foreign judgments and arbitral awards in Peru may be pro - longed due to judicial delays and court backlog. 9. Payment and Taxes 9.1 Restrictions or Limits on Franchisee Fees and Royalties There are no restrictions in Peruvian law on payments made under a franchise agreement for initial franchise fees, royalties or services. Likewise, there are no
nels. It is strongly recommended that such reserva - tions be explicitly included in the franchise agreement to avoid disputes of any kind between the parties. Likewise, the consumer protection implications arising from the reservation of sales channels must be taken into consideration given that, under the Consumer Protection and Defense Code, both the franchisor and the franchisee could be deemed liable suppliers before the consumer. 6.5 Vertical Agreement Block Exemptions Peruvian law does not currently include specific regu - lation on vertical agreement block exemptions. 7. Choice of Governing Law 7.1 Possibility of a Franchisor Stipulating Non-Local Law Pursuant to Section 2095 of the Peruvian Civil Code, the franchisor may validly choose to have the fran - chise agreement governed by foreign law. There is no requirement that the agreement be governed by or interpreted in accordance with Peruvian law. 7.2 Local Law Requirements As noted in 7.1 Possibility of a Franchisor Stipulating Non-Local Law , with regard to the choice of governing law applicable to the contractual relationship between the franchisor and the franchisee, Peruvian law does not impose any additional requirements beyond the existence of a valid agreement between the parties. However, registration and other actions relating to the franchisor’s industrial property rights must be carried out in accordance with the applicable local laws, as well as regional regulations such as Decision No 486 (Common Regime on Industrial Property of the Andean Community), which sets forth binding rules for the protection of industrial property applicable to all member countries, including Peru. 7.3 Mandatory Content Where the franchise agreement is governed by Peru - vian law, the parties are free to determine its content.
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