International Contracts

Asli Sonceley Managing Partner at Fake Crow

January 3rd, 2014

What are the best practices when you're signing a creative services contract with an international client? What should I be careful about?

For example what would be the language used in the "Applicable Law" section? What's an equivalent of "This Agreement shall be governed by the laws of the State of California"?

Jacob Kojfman Experienced technology and corporate lawyer, focusing on SAAS

January 3rd, 2014

Hi Asli, If you're based in California, you can use that phrase, and you may want to do it so you don't have to go sue the client in a foreign jurisdiction. An international contract is the same as a domestic one. Depending on the services you're offering and the times you offer them. If you're offering customer service, be sure you spell out the times and the time zone it is available to the client. The jurisdictional area is the biggest concern you have. Jacob Kojfman 604 318 4539

Mark Routson

January 3rd, 2014

Was involved in delivery of a Mexico creative services contract.  As others pointed out, make sure to understand the language around taxes and any bonding related items. For example, when doing something for the government we needed to maintain a 10% reserve that acted like a bond to ensure completion of contract to a satisfactory level, and was only released at end of contract. I'd suggest engaging a legal contract specialist familiar with the country you are operating. It is a well spent few hundred dollars.

Peter Gabris a humble codecrafter

January 3rd, 2014

Make sure you explicitly list in the contract the court location too. Agreeing on the applicable law does no do it automatically and you do not want to travel to Mombasa to see how the local judge will interpret Californian law. I am not a lawyer so talk to one!

This said, get paid frequently, and document clearly what you promise. By my experience not getting paid is more expectable risk than getting sued.

Daniel Eberhard CEO, Koho

January 6th, 2014

Not sure if this is your first contract or just your first international one. 

I've done a bit of consulting for international teams. The above language is great but being proactive will save you a tonne of legwork. Cover your tracks as much as possible by getting specific about what the scope of the work and method of reporting and communication and format for approval.  For example, if you submit a weekly log of hours and duties which requires them to sign off , they have very little wiggle room should this go south at the end. 

Prevention vs cure. Good luck, 

Asli Sonceley Managing Partner at Fake Crow

January 3rd, 2014

We are indeed based in California. 

These comments have all been very helpful. Thank you very much!

Lawrence Lerner Digitalization and Transformation Coach

January 3rd, 2014

It would help to know the specific services and country where the work will be performed or delivered to. As you know laws vary including the way taxes are accrued. Does the company have a US entity? That makes things much easier. Lawrence I Lerner \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ Direct: +1.630.248.0663 Blog: RevolutionaryInnovator Twitter: @RevInnovator

Ronan Levy Entrepreneur, Advisor, Lawyer

January 3rd, 2014