Structuring International Contracts: Choice of Law, Jurisdiction, Language, Arbitration Clauses, Terms of Art
Recording of a 90-minute CLE video webinar with Q&A
This CLE course will guide counsel to companies doing business internationally on key considerations when structuring international contracts. The panel will discuss core contract provisions and offer strategies for addressing and minimizing the risks inherent to international business dealings.
Outline
- Primary risks
- Nonpayment
- Nondelivery
- Performance bonds
- Liquidated damages
- Nonperformance
- Violation of U.S. laws and regulations
- Offsets
- Tax liability
- Enforcement and collection
- Key provisions
- Payment terms
- Delivery/acceptance
- Performance bonds
- Customer support
- Compliance with U.S. laws and regulations
- Offsets (direct vs. indirect)
- Tax requirements
- Territorial limitations
- Dispute resolution
- Jurisdiction
- Bases of termination
- Exclusivity
- Intellectual property
- Restrictive covenants
- Nonassignment
- Indemnification
- Structuring strategies
- The long-term contract vision
- Joint ventures
- Local subsidiaries
- In-country support
- In-country cooperation vehicles
Benefits
The panel will review these and other key issues:
- What are the unique challenges presented by international business transactions that impact the structure of the international agreement?
- What are the essential contract provisions to consider when negotiating an international agreement?
- What strategies should be employed when structuring an international agreement?
Faculty
Jonathan Bench
Partner, Chair Corporate Practice Group
Harris Sliwoski
Mr. Bench helps entrepreneurs, companies, and venture capital and private equity funds with international and domestic... | Read More
Mr. Bench helps entrepreneurs, companies, and venture capital and private equity funds with international and domestic business transactions. His clientele stretches across Asia, Europe, the Middle East, Africa, and the Americas. National and global trade organizations regularly invite Mr. Bench to speak regarding international business transactions, particularly foreign direct investment to and from the U.S. and China. He is an emerging legal expert in the fast-moving and complex web3 ecosystem, including business and regulatory issues surrounding decentralized autonomous organizations (DAOs), smart contracts, decentralized finance (defi), cryptocurrencies, coins, and tokens, including non-fungible tokens (NFTs). He has worked on wide-ranging blockchain projects involving various international DAO communities, NFT artists and studios, layer-2 blockchain developers, metaverse companies, and celebrity brand influencers.
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Andrew M. Danas
Partner
Grove Jaskiewicz & Cobert
Mr. Danas represents clients on a wide variety of general commercial and regulatory issues. He has a specialized... | Read More
Mr. Danas represents clients on a wide variety of general commercial and regulatory issues. He has a specialized knowledge of legal issues involving companies engaged in international trade and transportation. Mr. Danas regularly counsels companies on the corporate, commercial, and regulatory obligations they may have both in the U.S. and abroad. He regularly advises and represents clients in their dealings with federal agencies of the U.S. government. He assists clients in obtaining government licenses and bonds and has represented them in government investigations and litigation. He has also assisted clients on legislative matters and has testified before the U.S. Congress on their behalf. A frequent speaker on business matters related to international commerce, Mr. Danas publishes regularly in professional and academic journals. He is also active in a number of professional organizations in a leadership capacity. Mr. Danas is the current Division Chair for the Trade, International Organizations, and Regulatory Practices Division of the American Bar Association International Law Section. His previous leadership positions in the ABA ILS include three consecutive terms as both the Co-Chair of the International Contracts Committee and the International Transportation Committee. He is also Co-Chair of the Antitrust and Unfair Trade Practices Committee of the Transportation Lawyers Association and the Chair of the Management Committee of the EALG Network of International Law Firms, which has member law firms in Africa, Asia, Europe, the Middle East, South America, and the United States.
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Adam Munitz
Partner
Fluet Huber + Hoang
Mr. Munitz represents, advises, and counsels companies and individuals in a variety of matters including foreign... | Read More
Mr. Munitz represents, advises, and counsels companies and individuals in a variety of matters including foreign investment, export compliance, international business transactions, FOCI, reviews by the Committee on Foreign Investment in the United States (CFIUS), and government contracting. He handles federal contracts, defense contracts, suspension and debarment, corporate transactions/contracts/agreements, international transactions, and mergers and acquisitions.
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