What counts as an international agreement
The phrase has two lives. Between states, an international agreement means a treaty - the Paris Agreement, a trade deal, a tax convention between governments. That is a subject for diplomats.
In business, an international agreement is simpler and much more common: a contract with a foreign element. The parties are in different countries, or the work is performed abroad, or the goods, services, data or money cross a border on the way. A Manchester software company licensing to a German manufacturer. A UK consultancy engaging a developer in Bangalore. A distribution deal covering the Gulf. None of it exotic - all of it international.
The foreign element is what changes the job. A domestic contract gets to assume England: English law, English courts, sterling, English insolvency rules if the worst happens. A cross-border contract has to choose each of those things, and the choices interact.
The three questions deciding most of it
- Whose law governs? The governing law clause decides which country's rules interpret the contract - what counts as breach, what damages follow, whether your liability cap survives contact with a judge.
- Whose courts decide? The jurisdiction clause names where disputes are heard, and whether exclusively. Litigating away from home multiplies cost and unpredictability, so this clause is worth negotiating rather than inheriting.
- Where can a judgment be enforced? The question almost everyone skips. Winning in London against a counterparty whose assets all sit in a country which doesn't recognise English judgments gets you a handsome document and nothing else. Sometimes the right answer is arbitration instead - awards travel better than judgments, thanks to the New York Convention's near-global reach.
Work out where you'd need to enforce before deciding where you want to win.
What else changes at the border
Beyond the big three, a handful of things quietly stop being automatic:
- Local mandatory rules. Some protections apply whatever law the contract chooses - agency termination compensation in the EU, local employment rights, consumer rules. A clause choosing English law does not switch these off.
- Currency and payment. Which currency, who carries exchange risk, what happens if payment is late in a jurisdiction where interest works differently - all decisions now, not defaults.
- Language. If the contract exists in two languages, say which version wins. If it exists in one, be sure both sides genuinely understood what they signed - a dispute about meaning is bad enough in one language.
- Data. Personal data moving between jurisdictions brings transfer rules with it - UK GDPR does not stop at Dover, and other regimes have their own views.
- Delivery and risk. For goods, when risk and title pass across a border needs stating precisely - this is what Incoterms exist for.
How to draft one without it falling over
The method matters more than any single clause: draft from the dispute backwards. Imagine the relationship has failed, ask where you would need to stand to get your money or your rights back, and then write the contract so you are already standing there. Governing law, jurisdiction, enforcement route, currency, language - each chosen with the failure in view, while everyone is still friends and the choices are free.
And keep the drafting plain. Cross-border contracts get read by people whose first language may not be English, applied by courts whose habits differ, and translated under pressure. Short sentences and defined terms survive the journey. Elegant ambiguity does not.
Where Silva fits
Silva is insured to advise on commercial agreements in jurisdictions around the world. We draft and review cross-border contracts, get the governing law, jurisdiction and enforcement architecture right, and tell you honestly when a question needs a regulated local lawyer in the other country - and help you brief one, so the advice joins up rather than arriving in two halves.
Frequently asked questions
What is an international agreement?
In business, an international agreement is a contract with a foreign element - the parties, performance, or the goods, services or money involved cross a border. It needs answers a purely domestic contract can assume, chiefly governing law, jurisdiction and enforcement.
What should an international contract always include?
At minimum, an explicit governing law clause, an explicit jurisdiction clause, and an enforcement route chosen with the other side's assets in mind. Currency, language and data-transfer terms follow close behind. Silence on any of these gets decided later, expensively.
How is a judgment enforced across borders?
It depends where the other side's assets sit and whether that country recognises judgments from your chosen court. A judgment with nothing to enforce against locally is a document, not a remedy - which is why some cross-border contracts choose arbitration instead, since awards travel further under the New York Convention.
Do I need a lawyer in each country for a cross-border contract?
Not always. Silva advises on commercial agreements across jurisdictions and handles most cross-border contracts directly. Where a point genuinely needs a regulated local lawyer - a local filing, a local mandatory rule - we say so honestly and help brief the right person.
An agreement crossing borders?
Tell us about it - what it covers, who the parties are, where performance happens - and we will come back to you with how we can help and what it will cost.