Contract types and their traps
Distribution and agency agreements are among the most common international business contracts, and they carry a particular risk: some countries give local agents or distributors rights to compensation or notice when the relationship ends, whatever the contract says. Supply agreements need clear specifications, inspection rules, and remedies for defective goods. Licensing agreements should state where the license applies, who owns improvements, and how royalties are calculated and reported. Service contracts with foreign contractors raise questions about tax withholding and, sometimes, whether the contractor could be treated as an employee under local law.
Clauses that do more work abroad
When a contract is signed in two languages, it should say which version controls. Payment terms should name the currency, who bears exchange rate risk, and which bank charges each side pays. A sanctions and export control clause gives a party a way to suspend or end performance if the law changes, which matters more as these rules shift quickly. Force majeure clauses should be drafted with specific risks in mind, since their interpretation can vary under different governing laws. Dispute resolution terms, often arbitration in a neutral place, carry extra weight when the other side's assets are abroad. Notice clauses should give addresses and a delivery method that will work in practice in each country.
Reviewing or drafting with you
We begin with your business: what you are selling or buying, in which countries, and how long you expect the relationship to last. We review the counterparty's draft or prepare one, focusing on the terms that tend to decide disputes and exits. Where local law could override the contract, such as rules protecting agents or distributors, we coordinate with counsel in that country. Bring existing drafts, earlier agreements with the same party, and any purchase orders or general terms already exchanged. If a relationship is already running on informal terms, we can help put a written agreement in place before problems arise.
