This guide discusses the issues that international lawyers face when drafting a contract in English and provides practical solutions.
This blog post is a comprehensive guide for drafting contracts in English for international lawyers. It includes sections on the basics of international contract law, topics to address when drafting an agreement, and specific provisions to include. This article will be especially relevant to attorneys from non-English-speaking countries or who have never prepared a contract in English before.

What are the main types of international commercial contracts

Every day thousands of companies and individuals around the world enter into commercial agreements with other parties. These international commercial contracts cover various goods and services, from oil to microchips, from financial instruments to agricultural products.

The main types of international commercial contracts include:

licensing / franchising;
engineering, procurement and construction (EPC);
shareholders agreement (SHA).
All these different types of agreements have special terms that you need to negotiate carefully to make sure that they protect both sides.

Some international contracts are written in the languages of the contracting parties, such as Spanish or Portuguese for Latin American countries. The majority, however, tend to be in English or in two languages.
contract drafting example
bilingual contract drafting example

What happens when the English text of a contract contradicts its equivalent in another language?

There are several possibilities:
most bilingual contracts contain a prevailing language clause that indicates which language 'wins'. Here is an example of such a clause:
This agreement is made in the German and the English languages. In case of any discrepancies between the German and English texts, the English text shall prevail.
the contract contains a prevailing language clause, but it does not resolve the contradiction. Continuing the example above, the German version of the clause may state that the German version will prevail over the English version of the agreement;
the contract does not contain a prevailing language clause. In this case, a party may rely on Article 4.7 of UNIDROIT Principles, which states that the version in which the contract was originally drawn up prevails. However, UNIDROIT Principles may not apply to your particular dispute.
It is best to avoid such discrepancies by learning how to draft and review contracts in English!

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Governing law in international contracts

Every contract requires a governing law. However, the choice of law may be complicated when it comes to an international agreement.

Consider, for example, a contract between a New York company and a Chinese company. The agreement may be governed by:
the law of New York;
the law of People's Republic of China; or
the law of some third, 'neutral' jurisdiction, like England and Wales or Switzerland.
Because there are so many options for the governing law, it is typical for an international contract to include a governing law clause. Here is an example (for English law):

English law governs this agreement.

If a contract's governing law is unclear, there are complex rules that determine which legal system should apply. These rules take into account the location of the parties, their obligations, and other circumstances. Complex rules lead to disputes like Apple Corps Ltd -v- Apple Computer Inc., where each party was overtly adamant that it did not wish to accept the other's jurisdiction or governing law.

Which law should you choose for your international contract? English and Swiss laws are the most popular choices, according to this 2014 paper, which studied more than 4,400 international contracts:
most popular laws in international commercial contracts
most popular laws in international commercial contracts
Knowing your governing law before entering into an international agreement is key to avoiding costly mistakes down the road!

Dispute resolution in international contracts

When pragmatic parties negotiate the terms of a contract, they typically agree on a method to resolve potential disputes (a dispute resolution clause or a jurisdiction clause). Two types of clauses are commonly used:
an arbitration clause, which is an agreement to have the contractual disputes resolved through arbitration; or
a litigation clause, which indicates that the disputes will be referred to the state courts of a particular country.

Here are some examples:

arbitration clause sample
litigation clause example
Both arbitration and litigation have their advantages, and both are used in international contracts. The choice depends on what's best suited for your needs.

What is the market practice? The two studies from the 2000s indicate that litigation is more popular, at least when one of the parties is a US company:
arbitration clause presence by party status
frequency of arbitration and litigation clauses: international and domestic contracts
As with the governing law clause, it is essential to draft a clear, unambiguous dispute resolution clause. If your drafting is sloppy, you may find yourself in a dispute like OOO Abbott & anr v Econowall UK Ltd & ors, where the contract referred all disputes under it both to arbitration and litigation.
Governing law and dispute resolution clauses
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What should be included in a contract - clauses that need to be there and why they are important

What should be included in a contract? Of course, various clauses need to be there because they protect one party or another. In this section, we will review the provisions which are found in almost every international contract.

The front of the contract – title, parties, and recitals

The first page of a contract typically consists of the following:
the title (e.g., "DISTRIBUTION AGREEMENT"),
the introductory clause containing information about the parties, date and type of the agreement,
recitals, or preamble, which includes background information about the transaction, and
the lead-in (e.g., "The parties hereby agree as follows").
These elements may be organized in a US-style front, where the introductory clause is formatted as a single paragraph:
US-style front of a contract
US-style front of a contract
Compare the US-style to the UK & Commonwealth tradition, where the introductory clause is split into separate paragraphs:
UK-style front of a contract
UK-style front of a contract
The US approach takes less space on a page but leads to bulky paragraphs that are harder to read.
The front of a contract
Do you prefer US-style front or UK & Commonwealth style front?
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Defined terms

A 'Defined term' is a word or expression that is defined in the contract. The preceding sentence is an example of such a definition. By replacing longer definitions with shorter Defined terms (note the capitalization of the word 'Defined'), drafters make their contracts easier to read and more precise.

Defined terms can be defined within a sentence in which they are used:

The Distributor shall promote, advertise, and distribute sandals, belts, watchbands, and sunglasses produced by the Supplier (collectively, the Products)

or in a separate sentence or clause:

Products means sandals, belts, watchbands, and sunglasses produced by the Supplier

A contract with many defined terms typically has either a definitions clause or a definitions annex (note that instead of 'annex', you can use 'exhibit' or 'schedule').

If your contract has a definitions clause, it is generally put as the first clause of the contract

The subject matter of the contract

Immediately after the lead-in or the definitions clause, the parties typically specify the nature of the transaction. For example, it could be a clause about the sale of goods, licensing of intellectual property or description of the services to be performed by the contractor.

Price and payments clause

Every commercial contract contains one or several clauses about price and payments.

Boilerplate clauses

Boilerplate clauses are provisions that are repeated, with little or no changes, in many transactions. These types of provisions may include disclaimers, indemnities, notices procedures and dispute resolution procedures. Therefore, it is essential to review them carefully before signing an agreement.

Contract examples and standard form contracts

Sample contracts and templates

We live in the 21st century, and no lawyer writes their contracts from scratch anymore. If you work for a large company or a law firm, you may access an internal contracts database. Still, those who work independently or at smaller companies need to look for raw material for contracts elsewhere.

Luckily, the US Securities and Exchange Commission (SEC) requires public companies to file their material contracts to the electronic database called EDGAR. As a result, EDGAR now contains tens of millions of contracts. As in any database of this size, there are both good and bad contracts in EDGAR, so do not blindly copy provisions from EDGAR contracts.

EDGAR's web interface is relatively poor, and there are many websites built around making EDGAR more accessible. Here are a few such websites:
1 (this is our first preference: it is free for limited use, has adequate search functionality and is updated regularly);
2 (a simple website but seems to have fewer contracts than the LawInsider);
Note that the majority of EDGAR contracts follow the US drafting conventions.

Standard form contracts

In addition to sample contracts from past transactions, there are many standard form (model) contracts. Like Intracen's Model Contracts for Small Firms, some of them are free. Others, like the Loan Market Association's financial contracts, are either available for members only or require a fee to access.

How to draft an international contract: a step-by-step guide

Find a suitable sample contract or standard form contract
Update the front of the contract: insert the parties' details and, if necessary, background information in the recitals
If the contract contains a definitions clause, update it
Amend the operative clauses of the contract
Review the boilerplate clauses carefully. Pay special attention to the governing law, dispute resolution, and languages clause (if any)
Add any necessary exhibits and annexes
Review and proofread your work
Proofread your work again.
That's it! Your contract is ready.

Of course, it is easier said than done. If you want to learn how to draft contracts in English, check out our free contract drafting lesson.

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Books on contract drafting

There are lots of great books out there on how to write solid contracts. For a complete overview of some popular titles, read our blog post here. Below is our top-3:
A Manual of Style for Contract Drafting
A Manual of Style for Contract Drafting by Kenneth A. Adams. The book is an essential reference for those who have mastered the basics of drafting contracts in English and wish to fine-tune their skills. Note, however, that the target audience of this book is US attorneys. Therefore, some matters relevant for international attorneys coming from non-English speaking countries are not given enough space.
Guidelines for Drafting and Editing Contracts by Bryan Garner. Bryan Garner is probably the most famous living US authority on legal writing. While this book has attracted some negative reviews (including by Ken Adams), many readers have found it helpful. As with Adams' Manual of Style on Contract Drafting, the book serves its target audience – US attorneys.
Guidelines for Drafting and Editing Contracts
Drafting and Negotiating International Commercial Contracts
Drafting and Negotiating International Commercial Contracts by Fabio Bortolotti, endorsed by the International Chamber of Commerce. This book is an excellent resource on the 'legal' side of international contracting – matters of applicable law, conflict of laws and dispute resolution. It also contains a chapter on ICC model contracts. The 'writing' side of contracting – drafting techniques and contract language – is covered in chapter 6, albeit briefly.

Contract drafting courses

As with the contract drafting books, there are many excellent contract drafting courses and training events.

For the complete overview, read our blog post here. Our top picks include:
Contract drafting course by (yes, this is our course!). The course aims to train law students, lawyers and contract managers whose first language is not English to draft and review international contracts in English.


International commercial contracts are an essential part of doing business. This blog post covers some key aspects to look for when drafting international commercial contracts and examples you can use in your work! If you're interested in more information on this topic, don't hesitate to contact us today! We offer courses that teach English language skills specifically geared towards understanding these clauses and creating excellent drafts.