Consultation · International Business Law
International contract consultation: points of attention and points to negotiate before signing
The international contract consultation identifies, before signing, the high-stakes clauses of a draft contract. It covers in particular the governing law, dispute resolution, payment, transfer of risk and exit. It takes the form of a written note or a 60-minute videoconference. The deliverable then sets out the points to negotiate. The note is delivered within 5 working days of receipt of complete information.
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Languages: French
Note: 5 working days after receipt of complete information; videoconference: slot set at least 7 days after booking (priority slot within 5 working days, without right of withdrawal), Tuesday to Thursday
Formats: Written note; Video conference 60 min
Situations calling for an international contract consultation
- An exporter receives a draft contract to sign from a foreign buyer.
- An importer is negotiating the transfer of risk clause with a foreign supplier.
- A cross-border service provider seeks to pinpoint the risk imbalances in a draft contract.
- A company negotiating with a foreign partner is preparing the questions to ask.
- The dispute resolution or exit clause calls for careful reading before commitment.
Process
- Collection of the draft. ASKonsult first identifies the draft contract and the context of the business relationship.
- Reading of the draft. The draft is then read against checklist P-19.
- Clause identification. The analysis then identifies the high-stakes clauses and the risk imbalances.
- Formulation of points to negotiate. The findings are finally translated into negotiation points and questions to ask.
- Presentation of findings. It takes place in writing or during a 60-minute videoconference, the only synchronous step of the oral format.
Deliverable
In written format, the deliverable takes the form of a note on points of attention. In a videoconference, a session record sets out the points examined. In both cases, it first lists the clauses identified. It then sets out the operational and commercial risks attached to them. Finally, it formulates the negotiation points. The note is delivered 5 working days after receipt of complete information. The videoconference, for its part, takes place in a slot at least 7 days after booking (priority slot possible within 5 working days), Tuesday to Thursday.
Prerequisites
The analysis requires the current version of the draft contract. Relevant negotiation exchanges supplement this information. A description of the transaction also places the relationship in context. The timeframe runs from receipt of all this information.
Frequently asked questions
Written note or videoconference: which format to choose?
The note is suitable when a written list of points of attention is to accompany the negotiation. The 60-minute videoconference, on the other hand, allows a direct exchange on the clauses and the points to negotiate. It gives rise to a session record. In both cases, the deliverable covers the clauses identified, the operational and commercial risks and the negotiation points.
What are the timeframes for the international contract consultation?
Timeframes are indicative and run from receipt of a complete file. The note is delivered within the 5 working days following that receipt. For the videoconference, the slot is set at least 7 days after booking (priority slot possible within 5 working days), Tuesday to Thursday. The firm schedules these sessions in advance, in set time slots. In addition, an admissibility check precedes the start of the consultation.
Does the consultation cover the validity of the clauses?
No. The international contract consultation informs the commercial negotiation on the basis of the clauses identified. It includes no opinion on the validity or legal interpretation of the clauses. These questions fall to an authorised professional, to whom ASKonsult refers the client. Drafting or amending the contract follows the same rule.
What role does the interactive assistant play?
An interactive assistant (IA-04) supports the completion of checklist P-19. It explains the sections and criteria, then rephrases the questions where needed. It also checks the consistency and completeness of the answers. However, the assistant issues no opinion and does not qualify any particular situation. It only prepares the work that the firm analyses and validates.
Which right of withdrawal applies?
For a consumer client, a seven-day right of withdrawal applies. A slot set at least seven days after booking preserves this right. However, a consultation scheduled less than seven days ahead entails immediate performance. The firm then obtains the client’s express consent, after informing the client of its consequences. In that case, the right of withdrawal can no longer be exercised.
Does the draft contract remain confidential?
The firm treats the draft contract and the negotiation exchanges provided as confidential. These documents circulate solely through the secure area and serve only the purposes of the consultation. This obligation survives the end of the relationship. In addition, input into the interactive assistant excludes data identifying third parties and sensitive data.
What follows the consultation?
When the contract calls for structured work after the international contract consultation, the Preparing for international contract negotiation package (K-21) takes over. The Export market selection package (K-09) comes in earlier, at the market selection stage. A recurring need falls under the Steering subscription (A-02). The export (C-08), trademark and intangible assets (C-15) or shareholder governance (C-16) consultations supplement the analysis where needed.
Out of scope
The consultation includes neither drafting nor amending the contract. It also excludes any opinion on the validity or legal interpretation of the clauses. Nor does ASKonsult provide representation in the negotiation or in a dispute. These interventions fall to an authorised professional. The deliverable thus serves as support for the commercial negotiation conducted by the client.
- Prepared by ASKonsult
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Consulting firm not registered with the Bar; no representation before the courts and no act reserved to the regulated legal professions.