International agreements present specific challenges for businesses that enter partnerships and collaborations across borders. Differences in contract law, enforceability of dispute resolution clauses, language barriers, IP ownership assumptions, and regulatory requirements vary dramatically across jurisdictions. Standard contract templates designed for domestic transactions create serious gaps when applied internationally.
Our core team has been drafting international commercial agreements in multiple languages for nearly 25 years, guiding commercial teams and executive committees through complex negotiations. We draft in Dutch, French, English, and Spanish, eliminating translation requirements and the legal risks they introduce. Working directly in the contract language avoids the nuance loss and interpretation disputes that arise when agreements are translated between drafting and execution.
Our international agreement work spans several categories of transaction. Distribution and agency agreements govern the relationship between manufacturers or service providers and their local partners, including territory allocation, exclusivity, performance obligations, and termination provisions (which vary significantly across EU member states due to mandatory local law protections for agents and distributors). Technology licensing agreements cover the cross-border licensing of patents, trademarks, software, and know-how, with particular attention to IP ownership of improvements, sublicensing rights, and the interaction between licensing terms and competition law.
Research and development collaboration agreements govern joint innovation projects between companies, universities, and research institutions, addressing IP ownership of jointly developed results, background IP contributions, publication rights, and commercialisation terms. Manufacturing and supply agreements govern the production of goods by third-party manufacturers, including quality specifications, IP protection for designs and processes, liability allocation, and the specific provisions needed when manufacturing involves access to confidential technical information.
The choice of governing law and dispute resolution mechanism in an international agreement has practical consequences that go beyond legal theory. Governing law affects interpretation of contractual terms, the availability of specific remedies, limitation periods, and the enforceability of certain provisions (such as non-compete clauses and penalty clauses, which are treated very differently across European jurisdictions). We advise on the strategic implications of governing law choices based on the identity of the parties, the nature of the transaction, and where enforcement is most likely to be needed.
Dispute resolution clauses should specify whether disputes are to be resolved by courts or by arbitration, and if by arbitration, the seat, the administering institution, the language of proceedings, and the applicable rules. For cross-border transactions, arbitration often provides advantages in terms of enforceability (under the New York Convention), neutrality, confidentiality, and the ability to select arbitrators with relevant technical expertise.
The choice of governing law affects interpretation, enforceability, limitation periods, and available remedies. We advise on the strategic implications of each option based on the identity of the parties, the nature of the transaction, and where enforcement is most likely to be needed. There is no universally correct answer; the right choice depends on the specific commercial relationship.
Yes. We handle bilateral and multi-party arrangements, including consortium agreements, joint ventures, research collaboration frameworks, and multi-tier distribution networks across multiple jurisdictions. Multi-party agreements require particular attention to the allocation of rights and obligations among parties who may have different (and sometimes conflicting) interests.
We draft in Dutch, French, English, and Spanish. Drafting directly in the contract language eliminates translation risk and ensures that the legal nuance of each provision is captured correctly. For contracts governed by the law of a jurisdiction whose language we do not cover, we work with trusted local counsel while maintaining oversight of the overall agreement structure.
IP ownership in cross-border collaborations must be addressed explicitly in the agreement. Default rules vary by jurisdiction and rarely produce the outcome that either party intended. We draft IP ownership provisions that clearly allocate foreground IP (created during the collaboration), background IP (contributed by each party), and sideground IP (created outside the collaboration but related to it), with appropriate licence-back provisions to ensure that each party can use the collaboration results as intended.
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