TOB UK X US
Hello everyone!
I’m in the process of creating standard permanent Terms of Business for my agency in the UK to engage with clients in the US.
While I’ve successfully established terms with domestic clients during my time working with agencies in both the US and the UK, I’ve never tackled cross-border agreements before.
I understand that many businesses operate this way, but I’d like to know what specific considerations I should keep in mind when drafting or purchasing a template contract for these agreements.
Thank you!
RCadmin
Hi there,
Navigating cross-border business agreements can definitely come with its own set of challenges, but it’s great that you’re looking into establishing clear Terms of Business for your agency. Here are some considerations to keep in mind:
Jurisdiction and Governing Law: Specify which country’s laws will govern the contract. This is particularly important for dispute resolution. You might want to choose between UK or US law, depending on where you expect most of your business to arise.
Compliance with Local Regulations: Ensure that your terms adhere to both UK and US laws, especially regarding consumer protection and data privacy (e.g., GDPR in the UK and CCPA in some US states).
Currency and Payment Terms: Clearly define the currency for transactions and payment methods, including any implications of exchange rates, taxes, and bank fees.
Language and Interpretation: Using clear and unambiguous language is important. Ensure that both parties fully understand the contract, and consider stating that the contract is in English to avoid any translation issues.
Termination Clauses: Outline the conditions under which either party can terminate the agreement. Cross-border relationships often require additional clarity on notice periods and reasons for termination.
Confidentiality and Non-Disclosure: Consider including clauses that protect sensitive information, as you may handle client data that needs safeguarding across both jurisdictions.
Liability and Indemnity: Be cautious about how liability is defined. It’s important to clarify what your agency is liable for and any indemnity clauses you may want to include.
Templates vs. Custom Contracts: While templates can be a good starting point, it’s often beneficial to have a legal professional review or customize the agreement to ensure it meets your specific business needs and protects your interests.
Dispute Resolution Mechanisms: If issues arise, how will they be resolved? Consider including mediation or arbitration clauses as an alternative to litigation.
Cultural Differences: Be aware of potential cultural differences in business practices and communication styles. This awareness can help in negotiating and maintaining client relationships.
It might also be worthwhile to consult with a legal expert who specializes in international business contracts to ensure that you’re covering all bases. Best of luck with your agency!
Hope this helps!