The company is entering a new market
Distributors, agents, business partners, or suppliers can become critical elements of an international strategy.
International company RRYP Global
Lawyers specializing in high-value international contracts in Spain
Drafting, reviewing, and negotiating international contracts for companies, entrepreneurs, and investors structuring significant transactions between Spain and other markets. This includes distribution, agency, supply, software, licensing, services, and business agreements where applicable law, forum, and risk allocation may affect the transaction's value.
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Negotiation
Distribution
Technology
Madrid · Malaga · Cordoba
International operations with connections to Spain
International operations with connections to Spain
Start point
When does a company need international contract lawyers?
In significant transactions, the contract should not simply describe the agreement. It must protect the company's financial position if the relationship ends.
RRYP Global focuses this practice on international transactions with economic relevance, legal complexity, or significant impact on the business.
The parties are located in different countries
Applicable law, judicial jurisdiction, arbitration, mandatory rules and execution of any eventual decision must be analyzed.
The contract is contingent on income, investment, or growth.
The greater the economic impact of the relationship, the more relevant it is to properly arrange payments, guarantees, obligations, and exit.
The operation depends on software, a license, or intellectual property.
Use, exploitation, ownership, sublicensing, territory, confidentiality, and termination require a precise structure.
The counterpart proposes its own document
Reviewing a contract means identifying what obligations, responsibilities, and risks have been transferred to the client.
The deal must be closed without losing essential positions
Contract negotiation requires distinguishing between acceptable concessions and conditions that may compromise the economic value of the agreement.
Writing and revision
International contracts that we structure
The type of contract must reflect the actual economic transaction. The contract's name does not replace an analysis of the parties' obligations, risks, and objectives.
International distribution
Territory, exclusivity, objectives, clients, supply, brand, termination and subsequent obligations.
International agency
Powers, territory, commission, clients, duration, termination and possible post-contractual consequences.
International supply
Orders, price, delivery, quality, continuity, guarantees, responsibility and non-compliance.
Software and licenses
Rights of use, exploitation, ownership, maintenance, sublicenses, support and termination.
International provision of services
Scope, deliverables, milestones, acceptance, payments, responsibility, confidentiality, and ownership of results.
Joint ventures and collaboration
Contributions, functions, governance, ownership, information, blocking, duration and exit.
Affairs
Representative experience
A selection of internationally sized operations and contractual work developed by RRYP Global.
International license agreement for distribution in Latin America
Structuring and negotiation of an economically relevant operation to order licensing, distribution and assignment of rights within the same contractual architecture.
View subject →International software contract for a technology company
Contractual construction of a software marketing operation, including scope of use, economic regime, risks, liability and termination.
View subject →Terms and conditions for international marketplace
Analysis of the business model and construction of general conditions for international B2B operations.
View subject →Business contracts with parties in different jurisdictions
Drafting, reviewing and negotiating structured international business relationships from Spain.
Contractual architecture
An international contract must protect the value of the transaction
The goal is not to produce a longer document. It's to identify what could compromise the transaction and consciously distribute that risk before signing.
Economy and control
The contract should reflect how the economic value of the business is generated and protected.
Price, payments, advances, guarantees, exclusivity, territory, objectives, clients and commercial control must correspond to the actual operation.
- Price
- Payments
- Warranty
- Exclusivity
- Territory
- Objectives
Non-compliance and exit
The quality of a contract is especially appreciated when the relationship ceases to be peaceful.
Breaches, liability, damages, termination, notice and subsequent obligations must be sufficiently defined.
- Breach
- Liability
- Compensation
- Termination
- Notice
- Subsequent obligations
Private international law
Applicable law, jurisdiction and arbitration
In an international contract, the choice of law and the dispute resolution mechanism can determine what rights exist, where claims are made, and what actual capacity the company will have to enforce the contract.
01
Applicable law
The parties to many international commercial contracts can choose the applicable law. This autonomy is not absolute.
02
Mandatory rules
Choosing one law does not automatically exclude any rule from another legal system.
03
Jurisdiction
Certain contracts may stipulate which courts will hear a future dispute, within the requirements of the applicable regime.
04
Arbitration
In appropriate operations, arbitration can be used as a mechanism for resolving international disputes.
05
Execution
Before choosing a forum or arbitration, it is advisable to consider where the counterparty is located and the assets that may eventually need to be enforced.
Legal framework
Rules that may intervene
The regulation depends on the type of contract, the parties, the countries, the place of performance, the law chosen, the agreed forum and the nature of the economic relationship.
Rome I Regulation
Regulation (EC) 593/2008 establishes, within its scope, the rules on the law applicable to contractual obligations and recognizes the autonomy of the parties' will.
Consult Rome I →Brussels I bis
Regulation (EU) 1215/2012 governs, within its scope, judicial jurisdiction, recognition and enforcement of judgments in civil and commercial matters.
See Regulations →Vienna convention
In certain international contracts for the sale of goods, the 1980 United Nations Convention may be applicable, according to its own conditions.
Consult Convention →Agency, distribution and intellectual property
Certain contracts may be affected by special or mandatory rules related to their nature, the market, or the country in which they are executed.
There is no single rule that resolves all international contracts. The legal framework must be built from the specific contract, the States involved, the type of obligation, and the applicable international, European, or national rules.
Legal Insight
International contracts: anticipate conflict before signing
The true position of the parties becomes apparent when an obligation is not fulfilled, a payment is not made, or a relationship needs to be terminated.
In this analysis by RRYP Global we address a practical issue related to international recruitment.
View analysis →
Working with RRYP
First we understand the operation. Then, we build the contract.
01
We understand the business
What does the client want to achieve, what does each party contribute, where is the economic value, and what outcome should be protected?
02
We identified the risks
Payment, breach, exclusivity, liability, ownership, confidentiality, termination and enforcement.
03
We design the architecture
Contract type, applicable law, jurisdiction or arbitration, obligations, guarantees, remedies and exit.
04
We negotiated and closed the deal.
We adjust clauses, concessions, annexes, language, signature and documentation while preserving the essential position of the client.
European jurisprudence
Choosing a law does not always allow for the exclusion of mandatory rules.
Ingmar: commercial agency, choice of law and mandatory rules
In case C-381/98, a company established in California had agreed with an agent who carried out his activity in the United Kingdom to apply California law to the contract.
The Court of Justice examined whether certain rights granted to commercial agents by European regulations could be displaced by that contractual choice.
The resolution shows why in international contracting it is not enough to introduce a choice of law clause without analyzing the mandatory rules that may intervene.
Consult case law →
Team
RRYP Global
Legal direction, negotiation, litigation, client relations and management of operations with an international dimension.
Legal Department
International law applied to business operations
Contractual practice combines private international law, commercial contracting, negotiation and experience in cross-border business disputes.
Method
How is contractual work structured?
The scope depends on the value of the transaction, the number of parties, the jurisdictions, the type of contract, the existing documentation, and the state of the negotiation.
Analysis
Parties, operation, countries, economic value, objectives and risks.
Architecture
Contract type, law, forum, obligations, payments, guarantees and liability.
Writing or revision
Construction from scratch or critical analysis of the document proposed by the counterpart.
Negotiation and closing
Negotiation, versions, annexes, language, signature and final documentation.
Budget closed per phase
Before starting each phase, RRYP Global defines the scope of work and the corresponding fees.
A contract review, drafting from scratch, and a multi-round negotiation are all different tasks. Each phase is defined before it begins.
Legal Intelligence
Delve deeper into international recruitment
Analysis of applicable law, jurisdiction, commercial contracts, technology, international expansion, and operations between companies from different countries.
Which law applies to an international relationship?
Autonomy of the will, Rome I Regulation, mandatory rules and determination of the applicable law.
Read the analysis →International software contracts
International licensing, marketing, ownership, liability and exploitation of technology.
View subject →Litigation arising from international contracts
Forum, applicable law, evidence, claim, resolution and cross-border enforcement.
See International Litigation →
Before signing
Initial issues
In international contracting, the transaction, the parties, the countries, the applicable law and the forum can substantially change the legal position of the company.
What is an international contract?
It is a contract connected with more than one country. The international dimension can derive from the parties, the place of performance, the market, the assets, the applicable law, or the forum designated for resolving disputes.
Can a Spanish lawyer draft a contract between a Spanish company and a foreign company?
Yes. A lawyer in Spain can structure an international contract between a Spanish company and a foreign counterparty. The transaction, the countries involved, the applicable law, the forum, and any relevant regulations must be analyzed.
What is the difference between drafting and revising an international contract?
Drafting involves building the legal architecture from scratch. Reviewing involves analyzing an existing document, identifying risks, detecting imbalances, and proposing changes to protect the client's position.
Can the parties choose the law applicable to the contract?
Yes. In many international commercial contracts, the parties can choose the applicable law. This autonomy is not absolute and does not allow for the automatic exclusion of any mandatory rule that may be applicable.
What happens if the international contract does not specify which law applies?
The absence of a choice-of-law clause does not mean that the contract lacks applicable law. It must be determined according to the relevant rules of private international law, taking into account the type of contract and its connections.
Can it be agreed which courts will resolve a conflict?
Yes, many international business contracts can stipulate a competent court, provided the requirements of the applicable legal regime are met. The choice should also take into account the location of the counterparty and its assets.
When is it appropriate to use arbitrage?
Arbitration may be appropriate in certain international transactions, but it is not automatically superior to ordinary courts. The decision depends on the value, the countries involved, the type of dispute, confidentiality, and enforcement needs.
Can the contract be written in English?
Yes. The contract can be drafted in English, Spanish, or in bilingual versions. In bilingual contracts, it is advisable to specify which version will prevail if a discrepancy in interpretation arises.
Which clauses are usually critical in an international contract?
It depends on the transaction, but the following are usually particularly relevant: price, payments, guarantees, exclusivity, territory, liability, intellectual property, confidentiality, breach, termination, applicable law and dispute resolution.
What type of contractual operations does RRYP Global undertake?
RRYP Global focuses this practice on international transactions with economic relevance, legal complexity, or significant impact on the business.
Legal authorship
RRYP Global
Content developed for the International Business practice of RRYP Global.
The information contained on this page is general and does not replace individualized analysis of the contract, the parties, the transaction, the countries, the applicable law, the jurisdiction, the mandatory rules, the assets and the circumstances of the specific matter.
Legal framework of reference: Regulation (EC) 593/2008 on the law applicable to contractual obligations —Rome I—; Regulation (EU) 1215/2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters; United Nations Convention on Contracts for the International Sale of Goods where applicable; and other European, conventional or domestic legislation relating to the contract and the States involved.
First legal meeting
Understand the operation before writing
350 € VAT includedThe first meeting allows us to understand the operation, identify the issues that need to be resolved contractually, and assess the scope of the subsequent work.
When a draft, contract, term sheet, or proposal from the other party already exists, it is helpful to identify it before the meeting. A detailed legal review, if necessary, is a subsequent task.
- Parts of the operation
- Countries involved
- Object of the contract
- Approximate economic value
- Revenue or payment model
- Affected territories
- Exclusivity, if it exists
- Assets or rights involved
- Document already proposed
- Negotiation status
- Expected signing date
- Main perceived risks
The meeting does not imply automatic acceptance of the engagement. If RRYP Global is able to undertake the project, subsequent work will be structured through a proposal, scope, budget, and engagement letter.
Schedule initial legal meeting
Related matters
When the contract is part of a larger business problem
A contractual transaction can be connected with litigation, technology, companies, international expansion, or insolvency, without all of those issues being absorbed by the contract.
Before signing an international transaction, it is advisable to know what position the company retains if the counterparty does not pay, defaults, blocks the market, or tries to terminate the relationship on unfavorable terms.