Structuring International Contracts: Core Provisions, Jurisdictional Issues, Remedies, Drafting to Minimize Risk
Choice of Law, Dispute Resolution, Terms of Art, and More
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
- Non-payment
- Non-delivery/nonperformance
- Violation of U.S. laws and regulations
- Performance bonds
- Liquidated damages
- Local presence requirements
- Local representative malfeasance
- Offsets
- Tax liability
- Key contract provisions
- Exclusivity
- Territory
- Bases of termination
- In-country enforcement
- Customer support
- Anti-boycott
- Non-circumvention
- Excess inventory
- Compliance with U.S. and Local laws and regulations
- Tax
- Import/export fees
- Translation concerns
- 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.
Close
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.
Close
Phyllicia Hoffman Tanenbaum
Attorney
Fluet
Ms. Tanenbaum counsels clients ranging from startups to large, publicly traded corporations in various industries,... | Read More
Ms. Tanenbaum counsels clients ranging from startups to large, publicly traded corporations in various industries, including government contracting. As part of her practice, Ms. Tanenbaum assists companies through all stages of the company’s life cycle, including handling formation and governance issues, as well as drafting and negotiating shareholder agreements, asset and equity purchase agreements, financing agreements, synthetic equity and other executive compensation plans, and nondisclosure agreements. She also supports businesses in complex commercial transactions involving commercial lending, mergers and acquisitions, corporate reorganizations, and private investment and venture capital transactions and advises on matters related to creditors’ rights.
Close