International Contracts Checklist:

  1. Scenarios –
  2. Prime contractor is an international entity.
  3. We are subcontracting to an international entity.
  4. We are traveling to a foreign country to perform.
  1. Issues to Consider –
  1. Governing Law – Is the agreement governed by the laws of the State of West Virginia and/or the laws of the United States?
  1. Operative Language – Does the agreement specify that English is the operative language?
  1. Foreign Travel – Will foreign travel be required for the project?
  2. Are visas or other clearances needed?
  3. Is foreign language translation necessary?
  4. Is there a clear understanding of the cultural setting of the foreign country?
  5. Has the Office of International Programs at WVU been contacted and all required documents completed?
  1. Health & Safety –
  2. Does the agreement provide for the removal of personnel at project completion or during stressful or contentious situations?
  3. Is health insurance required for those traveling abroad or for visitors to the US?
  4. Are there any required medical examinations or vaccinations required prior to travel?
  5. Have provisions been made for emergency medical care?
  6. Has a risk management plan been completed and signed by the PI and Dean?
  1. Export Control – Does the project raise export control concerns?
  2. EAR/ITAR/OFAC
  3. Is a license needed?
  4. Does an exclusion, such as the Fundamental Research Exclusion, apply?
  1. Payment –
  2. Does the agreement specify that payment must be made in US dollars?
  3. Is the bank identified to handle any transactions a US bank or does it have a US branch?
  4. Is an advance payment required?
  1. Human Subject Protection & Animal Care/Use –
  2. What are the applicable US and international requirements?
  1. Property –
  2. Who will hold title to property produced or equipment purchased at project completion or termination?
  3. What equipment will be needed for travel?
  1. Facilities –
  2. Are facilities available? Do we have authorization to use the facilities?
  3. Will we be required to lease facilities? What are the requirements?
  1. Taxation –
  2. Are there any products involved or being produced that might incur a foreign tax? Does US law prohibit payment of the tax?
  1. Warranties –
  2. Does the agreement specify that nothing is warranted? (Liability and negligence standards, as well as burden of proof requirements, may differ in a foreign country versus US law.
  1. Subcontracts –
  2. Consider risks involved, approvals needed, flow-through terms, monitoring of project work.
  1. Standard Terms –
  2. Period of Performance
  3. Termination
  4. Confidentiality
  5. Publication
  6. Reporting
  7. Intellectual Property
  8. Insurance
  9. Indemnification
  10. Dispute Resolution
  11. Etc…