Key points in an international contract

Key points in international contracts, clause by clause

• Parties and capacity.
• Subject matter and performance: in particular delivery and transfer of risk.
• Price and payment.
• Risks and liability: in particular limitations and insurance.
• Applicable law and dispute resolution.
• Finally, term and exit from the contract, with notes on use.

When to check the key points in international contracts

The checklist serves first before a first contract with a foreign partner is signed. It also serves when an existing contract is renewed. Furthermore, it prepares the review of a customer’s general terms and conditions.

Managers and sales departments are in particular its intended readers. The document also concerns export managers and in-house lawyers.

Instructions for use

The checklist is first gone through clause by clause, on the negotiation version. The reader then notes the missing or ambiguous points and their possible effect. Furthermore, the applicable law and dispute clauses are examined together. Finally, the list of open points serves as the agenda for the next negotiation.

Expected outcome

At the end of the check, the list identifies the missing or ambiguous points and their possible effect on performance. Negotiation priorities emerge. Consequently, signature takes place on a text whose main risks the parties have examined and, where appropriate, renegotiated.

Key facts

Limitations

The checklist does not replace an analysis of the law applicable to the contract concerned. In addition, certain clauses are subject to local mandatory rules.

Further reading: investment project structuring; United Nations Commission on International Trade Law.