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

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


Conducted on Wednesday, July 29, 2020

Recorded event now available

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Program Materials

This CLE webinar 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.

Description

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

In light of the current pandemic and the international supply chain disruptions, companies and counsel have a heightened awareness of the importance of contract terms as many manufacturers and suppliers overseas are operating at below capacity. Careful consideration should be paid to remedies when parties cannot meet contractual obligations due to the suspension of activities caused by the pandemic or otherwise.

Lawyers responsible for drafting and negotiating contracts that minimize their clients' exposure abroad need to consider 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.

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Outline

  1. Primary risks
    1. Nonpayment
    2. Nondelivery
    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. Nonassignment
    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

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

Munitz, Adam
Adam Munitz

Partner
Fluet Huber + Hoang

Mr. Munitz represents, advises, and counsels companies and individuals in a variety of matters including foreign...  |  Read More

O'Malley, Nathan
Nathan D. O'Malley

Partner
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

Member
Clark Hill

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

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