The Law of International Contracting

The second edition of this well-known survey of the legal aspects of international business contracting has been needed for some time. Over the course of the last decade, a plethora of new concepts and procedures (many catalyzed by growth in the use of information technology) has wrought many changes in the searching, drafting, and execution of international contracts. This book redefines this field of legal practice to accommodate these changes. Material in the Second Edition includes new or updated coverage of the following and much more: - outsourcing legal services; - electronic transmission of contracts; - inadvertent disclosure of confidential information; - joint venture governance; - restrictive covenants; - distribution agreements; and - China’s Uniform Contract Law. A greatly enhanced bibliography, updated to 2008, now includes Internet sources. All of the prized features of the First Edition are of course still here, including analysis of key contract issues unique to various types of contracting, common contract clauses (such as choice of law and dispute resolution clauses), insights gleaned from actual cases and arbitral proceedings, and clear explanation of the principles of good contract drafting. The major relevant international conventions, model laws, pertinent national laws (such as the UCC), legal guides, and other documents and instruments are all covered, with primary texts provided in appendices. Given the legal liability that can result from the failure to take private international law developments into account, this book is not only valuable but necessary. As an adroit combination of up-to-date theoretical underpinning and eminently practical guidance, the book will continue to serve practitioners well in this new edition. Table of Contents: Preface to First Edition. Preface to Second Edition. 1. Introduction to International Contracting. 2. Principles of Contract Drafting. 3. Common International Contract Clauses. 4. The Documentary Transaction. 5. National Laws Affecting International Contracts. 6. International Sales Contract. 7. International Sales Law: Convention on Contracts for the International Sale of Goods. 8. General Principles of Service Contracting. 9. Distribution Agreements. 10. Intellectual Property Licensing. 11. Joint Venture and Franchise Contracts. 12. Electronic Contracting. Appendices: 1. General Sources. 2. United Nations Convention on Contracts for the International Sale of Goods (1980). 3. United Nations Convention on the Limitation Period in the International Sale of Goods. 4. UNIDROIT Principles of International Commercial Contracts. 5. The Principles of European Contract Law (1998). 6. UNCITRAL Model Law on Electronic Commerce. 7. INCOTERMS. 8. Agreement on Trade-Related Aspects of Intellectual Property Rights, Including Trade in Counterfeit Goods.