International contracts and negotiations
I help prepare and negotiate contracts with overseas companies
You are selling a product, buying services or starting a joint project. I go through the terms before you sign and show how they affect your money, deadlines and rights.
- Review of an existing contract
- Drafting from scratch
- Negotiation in English and Russian
Example edits
Three clauses decide when payment is due
A customer has sent you its services agreement. Below are my edits and comments.
4.2Supplier may invoice
Deleted: only after Customer confirms in writing that it accepts the DeliverablesAdded: on acceptance of the Deliverables. Within five (5) Business Days of delivery, Customer shall either accept them or notify Supplier of any material defects; if it does neither, they are deemed accepted.5.1Customer shall pay each invoice within
Deleted: sixty (60)Added: fifteen (15) days of receipt.Added: If any undisputed amount is overdue, Supplier may give Customer written notice requiring payment and stating its intention to suspend the Services. If that amount remains unpaid five (5) Business Days after Customer receives the notice, Supplier may suspend the Services until it is paid.Payment term
Sixty days means two months of financing your customer. I propose 15 days for payment. If an undisputed amount is overdue, send notice. Work may be suspended five Business Days after the customer receives it if the debt remains unpaid.
Before: 60 daysAfter: 15 days5.4If Customer disputes any invoice, it may withhold
Deleted: payment of the entire invoiceAdded: only the amount disputed in good faith and shall pay the rest by the due date.Disputes
A disagreement about part of the work should not hold up the whole payment. Only the disputed amount can be withheld.
Before: whole invoiceAfter: disputed part only
Payment deadline under the contract
≈ 3 weeksinstead of 2+ months
No review deadline + 60 days to pay
5 working days + 15 days to pay
Assumes no material defects and an invoice received on acceptance.
Milestones, extra work and late-payment interest: a practical guide
If the customer disputes 20% of an invoice already issued
80%must be paid on time
The whole invoice may be withheld
Only 20% may be withheld
Example: 5 working days, 15 days and a dispute over 20% of an invoice are chosen for clarity. Payment terms are tailored to your deal.
Risk map
Six terms I check in every contract
Both sides of a deal carry risks. Each term is marked with the side it affects.
| Term | Common risk | What I propose |
|---|---|---|
| Money if you sell | 60 days to pay, and no clarity on when the clock starts | An acceptance deadline, shorter payment terms, an advance or milestones |
| Scope and timing if you buy | What you get, and when, is described in general terms | A specific result, a delivery schedule and an acceptance process |
| Rights if you buy | You paid for the development, but the rights stayed with the developer | We define which rights you receive, and from when |
| Liability if you sell | Unlimited exposure, up to the customer’s loss of profits | A financial cap and an exclusion of indirect loss How this works under English law |
| Termination if you buy | No way out, even if the supplier keeps missing deadlines | A right to terminate for delay and recover unearned advances |
| Disputes both sides | The other party’s courts, its law and its language | Governing law and forum chosen with cost and enforcement in mind |
Example: rights in your work
One product, separate rights for each part
You are adapting software for a customer. Its draft gives it all rights, even in code you had before the project.
Your existing work
Stays with you
The customer gets a licence to use it in the product.
New commissioned work
Passes to the customer
For example, on full payment. A licence is another option.
Third-party components
Rights stay with their owners
Their licence terms apply.
A contract cannot give away rights you do not have. If it is unclear who owns the code, I can check that too.
Code rights reviewThe result
What you receive
A contract with changes
A Word file with visible changes and comments, or a new document drafted from scratch.
auto-renews for Deleted: 3 years Added: 1 year
notice: Deleted: 12 months Added: 60 days
ISComment: Miss the notice deadline and it renews for another 3 years.
A decision table
What I found and what I propose to change. The decision stays with you.
| What I found | What I propose |
|---|---|
| There is a liability cap, but the costliest claims fall outside it | Remove unnecessary exclusions or set a separate, higher limit for them |
| Delay charges run on the whole project price, even when one stage is late | Apply them only to the price of the late stage and cap the total |
| Three-year exclusivity, although the customer need not buy anything | Shorten it, narrow its scope and tie it to minimum orders |
Negotiation
Arguments and fallback positions. If needed, I handle the correspondence and calls.
- Counterparty: We need all rights in the code
- Us: New code yes, the platform no
- Counterparty: How do we use the platform?
- Us: You can use it as part of the product, with no time limit
Agreed
Four steps
How we work
Discuss
Your deal, any draft and your deadline.
Define
The scope, fee and delivery date.
Prepare
Changes with comments and a decision table.
Agree
If needed, I negotiate with the other party.
The fee is agreed before work starts
Depends onDocumentsComplexityNegotiation
Anything outside the agreed task needs your approval first.
Let’s discuss your task
Where do we start?
Three things are enough:
- What the deal is
- The draft, if you have one
- When you need the result
ISAcceptance
With no review deadline, the customer decides when you can invoice. I propose 5 working days: if there are no material defects, the work is accepted.
Before: no deadline→After: 5 working days