Insights
This note is general information, not legal advice. The right clause depends on the facts and on the jurisdictions that apply.
The first risk in a cross-border deal is often the letterhead. Confirm the legal name, the place of incorporation and who has authority to sign. A trading name in one country and a company in another are not the same defendant if the deal later fails.
Governing law and jurisdiction clauses are not decoration. They decide which court or arbitration you will have to fund if the relationship breaks. A clause that points to a forum where neither side can cheaply appear is a clause that will not be used.
If performance, payment or assets sit in more than one country, map that before the contract is signed. Enforcement is a separate question from being “in the right”.
Termination, payment on exit, IP, confidentiality and non-solicit need to work in the places where people and money actually are. Informal side emails that contradict the signed document are how disputes start.
Once money, staff or goods have left, the paper is harder to change. A short written review of the draft is usually cheaper than a later claim. See International Business Law if you want that review, or write to the firm.
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