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

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Program Materials

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?


Huber, Jennifer
Jennifer S. Huber, Esq.

Fluet Huber + Hoang

Ms. Huber is widely-recognized as an elite international trade and business transactions attorney,...  |  Read More

Nathan D. O'Malley
Nathan D. O'Malley

Musick Peeler & Garrett

Mr. O’Malley leads his firm's International Arbitration and Litigation Practice Group. His practice focuses...  |  Read More

Richman, Steven
Steven M. Richman

Clark Hill

Mr. Richman practices in the areas of domestic and international commercial law, including distributorships,...  |  Read More

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