Structuring International Contracts: Choice of Law, Jurisdiction and Language, Arbitration Clauses, and Terms of Art

Recording of a 90-minute CLE webinar with Q&A

Conducted on Wednesday, July 12, 2017
Recorded event now available

This CLE webinar will provide guidance for counsel to companies doing business internationally on key considerations when structuring international contracts. The panel will discuss key contract provisions and offer strategies for successfully navigating the risks inherent to international business.


For U.S. companies the international marketplace offers higher margins and accelerated growth. In exchange for such opportunities, however, companies should expect a broad array of risks and performance challenges to which they have previously been unexposed.

International trade counsel are responsible for drafting and negotiating contracts that minimize their clients’ exposure abroad and account for unique obstacles encountered when operating overseas.

Listen as our panel of experienced international trade attorneys discusses the legal risks that are peculiar to international contracting, and the key contract provisions that mitigate these risks and position businesses for success overseas. In doing so, our panelists will leverage their extensive experience abroad and reference instances in which their effective lawyering led to international commercial success for their clients.


  1. Primary risks
    1. Non-payment
    2. Non-delivery
    3. Performance bonds
    4. Liquidated damages
    5. Nonperformance
    6. Violation of U.S. laws and regulations
    7. Offsets
    8. Tax liability
  2. Enforcement and collection
  3. Key provisions
    1. Payment terms
    2. Delivery/acceptance
    3. Performance bonds
    4. Customer support
    5. Compliance with U.S. laws and regulations
    6. Offsets (direct vs. indirect)
    7. Tax requirements
    8. Territorial limitations
  4. Dispute resolution
    1. Jurisdiction
    2. Bases of termination
  5. Exclusivity
    1. Intellectual property
    2. Restrictive covenants
    3. Non-assignment
    4. Indemnification
  6. Structuring strategies
    1. The long-term contract vision
    2. Joint ventures
    3. Local subsidiaries
    4. In-country support
  7. In-country cooperation vehicles


The panel will review these and other key issues:

  • What are the unique challenges presented by international business that impact the structure of the international agreement?
  • What key contract provisions must be considered when negotiating an international agreement?
  • What strategies should be employed when structuring an international agreement?


Jennifer S. Huber, Esq., Partner
Fluet Huber + Hoang, Woodbridge, Va.

Ms. Huber is widely-recognized as an elite international trade and business transactions attorney, and routinely counsels corporate clients in all aspects of cross-border transactions.Her practice also includes counseling in international compliance support, including ITAR, EAR, OFAC, FCPA, FOCI mitigation, and the review of transactions requiring approval by CFIUS. She has particular experience negotiating and closing complex international transactions involving numerous parties, complex regulatory requirements, corporate formation overseas, and the interplay of foreign and domestic law in emerging economies.  

Nathan D. O'Malley, Partner
Musick Peeler & Garrett, Los Angeles

Mr. O’Malley leads his firm's International Arbitration and Litigation Practice Group. His practice focuses on the technology, distribution and construction sectors where he provides transactional advice and litigation representation. Prior to joining his firm, he practiced law in Europe where he represented clients in matters throughout the EMEA and Asia. He counsels clients in structuring their international business relationships and agreements and advises clients on minimizing liability and risk in international distribution agreements, technology licenses and joint ventures as well as in regard to international construction projects. He also represents clients in international arbitrations and before domestic courts.

Steven M. Richman, Member
Clark Hill, Princeton, N.J.

Mr. Richman practices in the areas of domestic and international commercial law, including distributorships, intellectual property, agency, art and photography law, professional responsibility and contracts. He is chair of the New Jersey State Bar Association's International Law Committee. Within the American Bar Association, Steven is incoming vice-chair of the ABA's Section of International Law and chairs the IBA's Multidisciplinary Practice Committe. He is a frequent CLE lecturer both in this country and around the world.


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International Law Advisory Board

Edward J. Fishman



Judith A. Lee


Gibson Dunn & Crutcher

Greta Lichtenbaum


O’Melveny & Myers

Kimberly A. Parker



Kyle A. Wombolt


Herbert Smith

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