Drafting of international trade contracts in Ukraine
Cost of services
Reviews of our Clients
What we offer
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Drafting a foreign economic contract or reviewing and amending a contract proposed to the Client for signature by the counterparty.
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Checking the counterparty using available registers and public sources.
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Negotiating with the counterparty’s representatives on the necessary amendments to the foreign economic contract, where required.
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Providing the final version of the contract together with all necessary supporting documents (acts, protocols, and other documents).
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What Is a Foreign Economic Contract?
A foreign economic contract (international commercial contract) is an agreement between a Ukrainian foreign economic activity entity and a foreign counterparty that establishes, amends, or terminates their rights and obligations in connection with an international business transaction. Such a contract may set out the terms of international sale and delivery of goods, provision of services, performance of work, technology transfer, use of intellectual property, distribution, commercial representation, and other types of foreign economic transactions.
A properly drafted foreign economic contract helps reduce contractual, foreign exchange, customs, and financial risks, establish the procedure for cooperation between the parties in advance, and provide mechanisms for protection in the event of a breach of obligations. Therefore, when preparing a contract for a Ukrainian party, we take into account not only the arrangements agreed with the business partner but also the mandatory requirements of Ukrainian law, international treaties, the governing law chosen by the parties, and the specifics of the particular transaction.
The parties may choose the law governing their contractual relationship. If they do not make such a choice, the governing law is determined in accordance with conflict-of-law rules. If the parties choose foreign law, we separately assess whether a lawyer from the relevant jurisdiction needs to be involved and agree on this with the client before commencing any additional work.
In addition to drafting and reviewing foreign economic contracts, our company can assist with other legal matters related to foreign economic activity, including arranging the import or export of products to and from Ukraine.
When Do You Need a Foreign Economic Contract Drafted or Reviewed?
This service is relevant if you:
- import goods into Ukraine;
- export Ukrainian-made products;
- purchase or provide services to a foreign company;
- enter into an international distribution, agency, or commission agreement;
- transfer or acquire rights to software, a trademark, or other intellectual property;
- have received a standard contract from a foreign partner and want to understand the risks before signing it;
- start working with a counterparty from a jurisdiction that is new to you;
- agree to a substantial advance payment or deferred payment terms;
- enter into a long-term contract involving regular deliveries;
- receive a proposal from a partner to apply foreign law, resolve disputes abroad, or use international arbitration.
Types of Foreign Economic Contracts We Draft and Review
- International sale and purchase agreements (export and import).
- Service agreements and contracts for work.
- Agency, commission, and distribution agreements.
- License agreements.
- Other foreign economic contracts tailored to the specific needs of your business.
When Do You Need a Contract Drafted from Scratch, and When Is a Review of an Existing Draft Enough?
If you do not have a contract yet, we draft a foreign economic contract from scratch based on the agreed commercial terms and transaction structure. If your foreign partner has already sent you their template, we conduct a legal review of the document, identify risky provisions, prepare amendments, and develop a position for negotiations.
In both cases, we assess not only the wording of the contract but also how its provisions will work together in an actual transaction. For example, an advance payment clause should be assessed alongside the delivery deadline, the possibility of a refund, liability for delays, acceptance terms, and the dispute resolution mechanism.
What Risks Do We Check in a Foreign Economic Contract?
During a legal review, we assess the following issues depending on the specific transaction:
- whether the subject matter of the contract is defined clearly enough;
- when exactly the obligation to make payment arises;
- what constitutes proof of performance of contractual obligations;
- which documents must accompany the delivery of goods or provision of services;
- when the risks associated with the goods are transferred;
- whether the contract provisions are consistent with the selected Incoterms® rules;
- how goods, work, or services are accepted;
- the time limit and procedure for reporting defects;
- what happens in the event of delayed payment or delivery;
- whether the parties’ liability is disproportionate;
- whether liability limitations are established and what risks they create;
- how warranties operate;
- whether the contract can be terminated early and what consequences this would have;
- which law governs the contract;
- where and under what procedure a potential dispute will be resolved;
- whether the contract, specifications, invoices, and other documents are consistent with one another;
- whether foreign exchange, sanctions, or other regulatory restrictions need to be taken into account.
We distinguish provisions that pose genuine legal or financial risks from editorial changes that do not affect the outcome of the transaction.
The Process of Preparing and Entering into a Foreign Economic Contract
Inaccuracies in a contract or inconsistencies with supporting documents can lead to disputes, additional costs, and complications during bank or customs checks. Legal support helps identify and reduce contractual, foreign exchange, customs, and financial risks.
The final outcome of a transaction also depends on the actions of the counterparty, banks, customs authorities, carriers, and other parties involved. Therefore, our work begins not with editing individual contract clauses, but with understanding the transaction itself.
Our Workflow
- Transaction analysis. We review the subject matter of the contract, the cooperation model, payment terms, deadlines, and the parties’ jurisdictions. We determine the appropriate contract structure, governing law, and required supporting documents.
- Counterparty verification. Upon a separate request, we check the company’s registration details, legal status, and the authority of its representatives using available official and public sources. The scope of the review depends on the jurisdiction. Fees for paid registries and the involvement of foreign legal advisers are charged separately.
- Contract drafting or review. We draft a new foreign economic contract or review the counterparty’s draft, identify risky provisions, and propose the necessary amendments. Where required, we prepare a bilingual version of the contract.
- Negotiating the terms. We help agree on payment and delivery terms, deadlines, liability, acceptance procedures, governing law, and dispute resolution. By separate arrangement, we can participate in negotiations and prepare a schedule of disagreements.
- Document review and delivery of the final result. We check the consistency of the contract with specifications, invoices, acceptance certificates, and other documents. We provide the final version of the contract and the agreed set of appendices.
How Long Does It Take to Prepare a Foreign Economic Contract?
We agree on the timeline after reviewing the materials. Reviewing an existing draft usually requires less work than drafting a new multilingual contract or supporting several rounds of negotiations.
After receiving the draft contract or basic information about the transaction, we assess the scope of work and agree on the timeline before starting work.
Service packages offers
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Analysis of the planned foreign economic transaction and the client’s objectives.
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Legal review of one existing draft foreign economic contract in one language.
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Review of the contract terms in light of the client’s interests, applicable law, and mandatory requirements of Ukrainian legislation.
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Identification of contractual, foreign exchange, customs, and financial risks.
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Preparation of one set of amendments and recommendations.
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Preparation of an edited draft contract for review and approval by the counterparty.
Not included: Drafting a contract from scratch, negotiations with the counterparty, translation, counterparty due diligence, and engagement of a lawyer in a foreign jurisdiction.
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Analysis of the foreign economic transaction, cooperation model, and client’s objectives.
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Determination of the contract structure, key terms, and applicable law.
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Drafting a new foreign economic contract or substantially revising a draft provided by the counterparty.
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Preparation of the contract in one language.
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Alignment of the subject matter, payment terms, deadlines, liability, acceptance procedure, and dispute resolution provisions.
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Preparation of necessary appendices or a schedule of disagreements within the agreed scope of work.
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One round of clarifications and incorporation of agreed amendments.
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Preparation of the final version of the contract for submission to the counterparty or signing..
Not included: Negotiations with the counterparty, translation, counterparty due diligence using foreign registries, and engagement of a lawyer in a foreign jurisdiction.
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Analysis of the foreign economic transaction and the client’s objectives.
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Review of one foreign counterparty using available official and public sources.
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Drafting a new foreign economic contract or substantially revising the draft provided.
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Preparation of the contract in one language.
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Preparation of a schedule of disagreements or a list of substantiated comments.
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One round of correspondence or negotiations with the counterparty’s representatives.
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Incorporation of amendments resulting from the negotiations.
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Verification of the contract’s consistency with the provided specifications, invoices, acceptance certificates, and other supporting documents.
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Preparation of the final version of the contract and the agreed set of appendices for signing.
Additional Services
The following services are charged separately:
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Preparation of an additional language version or translation of documents.
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Additional rounds of amendments, correspondence, or negotiations.
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Repeat or extended counterparty due diligence.
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Obtaining information from paid foreign registries and commercial databases.
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Engagement of a lawyer in a foreign jurisdiction.
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Preparation of a tax, customs, or other specialized legal opinion.
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Notarial, translation, and other third-party expenses.
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Assistance with contract performance after signing.
The final cost is determined after analyzing the transaction, draft contract, number of documents, language versions, jurisdictions of the parties and scope of negotiations.
Determining the Cost of Drafting a Foreign Economic Contract
The cost of drafting or reviewing a foreign economic contract is determined individually after a preliminary review of the transaction and the Client’s materials. The following factors affect the price:
- whether the contract needs to be drafted from scratch or an existing draft reviewed;
- the type and complexity of the foreign economic transaction;
- the length of the contract and the number of supporting documents;
- the number of language versions;
- the parties’ jurisdictions;
- the governing law selected;
- the need to assess customs, foreign exchange, or licensing requirements;
- the number of contract revisions;
- the need to prepare a schedule of disagreements;
- the lawyer’s involvement in correspondence or negotiations;
- the scope of the foreign counterparty verification;
- the need to involve a translator or a lawyer from another jurisdiction;
- the need to obtain information from paid registries and commercial databases.
The agreed fee may include legal analysis of the transaction, drafting or reviewing the contract, making an agreed number of revisions, explaining key provisions, and preparing the final text.
Please note! Translation services, foreign advisers, notaries, customs brokers, paid extracts, and paid information resources are not automatically included in the fee and are agreed upon separately.
What You Need to Provide at the Start: Documents Required to Draft a Foreign Economic Contract
The list of documents and information required to prepare a foreign economic contract depends on its subject matter, the type of business transaction, and its terms. As a rule, the following information is required to draft a foreign economic contract:
- details of the contracting parties (registration and contact information);
- information about the subject matter of the contract (goods, work, services, property rights, and other items);
- agreed commercial terms of cooperation;
- delivery terms (where applicable), or terms for performing work or providing services;
- payment procedures and deadlines;
- any other information necessary to properly document the specific foreign economic transaction.
If the foreign economic contract concerns the supply of goods, additional documents may include specifications, invoices, transport documents, certificates of origin, insurance documents, and other documents required for international delivery and customs clearance.
When preparing a contract, it is important to ensure consistency across all documents relating to the foreign economic transaction. Information about the parties, subject matter, price, delivery terms, performance deadlines, and other key terms must be consistent throughout the contract and supporting documents, as any discrepancies may lead to disputes, delays in contract performance, or additional financial risks.
If you need an existing contract reviewed, simply send us the document and describe the key terms that matter most to you in the transaction. After an initial review, we will let you know what additional information is required.
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Key Terms of a Foreign Economic Contract
What should be included in a foreign economic contract? There is no universal list of terms that are equally mandatory for every foreign economic contract. The content of a foreign economic contract depends on the type of transaction, the parties’ agreements, the governing law, and the mandatory requirements applicable to the relevant legal relationship.
However, for most commercial transactions, it is advisable to address the following:
- the names, registration details, and authority of the parties;
- the date, number, and place of execution of the contract;
- the subject matter of the contract;
- a description of the goods, work, services, or property rights;
- quantity, completeness, quality, and technical specifications;
- the price and total contract value;
- the currency, payment method, and payment deadlines;
- deadlines and stages for performing obligations;
- delivery procedures or terms for performing work or providing services;
- acceptance procedures and documentary evidence of performance;
- warranties and the procedure for submitting claims;
- the parties’ liability;
- force majeure circumstances;
- confidentiality and protection of commercial information;
- the governing law;
- the procedure for resolving disputes through courts or arbitration;
- the contract term and the procedure for amending or terminating the contract;
- a list of appendices and supporting documents;
- the prevailing language version of the contract.
For international contracts for the supply of goods, the parties may apply the Incoterms® rules. The contract should specify the exact rule, the precise named place, and the edition, for example: FCA Warsaw, Incoterms® 2020. These rules generally do not apply to service agreements, license agreements, or agency agreements.
Please note! This list is not a universal list of essential terms for every foreign economic contract. The key terms are determined by the legislation applicable to the specific type of contract, the nature of the transaction, and the parties’ requirements.
Governing Law and Dispute Resolution
One of the riskiest mistakes in an international contract is automatically agreeing to the law and court proposed by a foreign partner without assessing the consequences. When preparing a contract, we consider:
- the countries in which the parties are registered;
- where the obligations will actually be performed;
- where the counterparty’s main assets are located;
- the value and nature of the transaction;
- where funds may need to be recovered or a decision enforced.
Depending on the circumstances, the parties may choose a state court or international commercial arbitration.
Our task is to draft the relevant provisions so that, in the event of a dispute, no additional disagreement arises over which law applies, which body has jurisdiction to hear the case, and where the proceedings will take place.
If a consultation with a lawyer from the relevant foreign jurisdiction is necessary to properly assess the provisions, we agree on their involvement with the Client separately.
Language and Form of a Foreign Economic Contract
There is no general requirement for every foreign economic contract to be bilingual. The language is determined based on the parties’ agreement, the type of transaction, and the practical requirements of the bank, customs clearance, or other applicable procedures. If the contract is prepared in two languages, it is advisable to expressly specify which language version will prevail in the event of discrepancies.
A foreign economic contract may be concluded in written or electronic form unless the law or an international treaty provides otherwise for the specific transaction. For electronic signing, we also verify the method of identifying the parties, the type of electronic signature, and whether the document can be used in the relevant jurisdiction.
Legal Framework We Take into Account
Depending on the type of transaction, the following may be taken into account when drafting or reviewing a contract:
- the Law of Ukraine On Foreign Economic Activity;
- the Law of Ukraine On Private International Law;
- the Law of Ukraine On Currency and Currency Transactions;
- regulatory acts of the National Bank of Ukraine;
- international treaties of Ukraine;
- the United Nations Convention on Contracts for the International Sale of Goods, where applicable to the specific transaction;
- other regulatory acts and international rules, depending on the subject matter of the contract.
Answers to frequently asked questions
Can you review a contract already prepared by a foreign counterparty?
Yes. We review existing foreign economic contracts, identify provisions that may create legal or financial risks, and propose amendments to protect the client’s interests. Where necessary, we prepare a schedule of disagreements or a revised version of the contract.
Can a standard foreign economic contract template be used?
Standard templates can be used as a starting point only. Each foreign economic transaction has its own specifics, including the subject matter of the contract, delivery terms, payment procedures, governing law, and customs and foreign exchange requirements. Using a generic template without legal adaptation significantly increases the risk of disputes, financial losses, and customs clearance problems.
Can you prepare a foreign economic contract in Ukrainian and English?
Yes. We draft bilingual foreign economic contracts in Ukrainian and English and, where necessary, in other languages. Particular attention is paid to the accuracy of legal terminology, consistency between language versions, and identifying which text will prevail legally in the event of discrepancies.
What is the difference between reviewing an existing contract and drafting a foreign economic contract from scratch?
When reviewing an existing contract, we assess the risks in the current text and propose amendments. When drafting a contract from scratch, we first structure the transaction itself and then prepare all the necessary contractual provisions based on the specific commercial terms. Drafting from scratch therefore usually involves a greater scope of work and is priced separately after a brief consultation.
Which governing law and dispute resolution method should be included in a foreign economic contract?
There is no universal answer. The choice depends on the parties’ countries, the subject matter and value of the transaction, the location of the counterparty’s assets, and where a decision may need to be enforced. We compare the available options for governing law, state court proceedings, and international commercial arbitration, and draft provisions that clearly establish the competent forum, procedure, and place of dispute resolution.
How long does it take to draft or review a foreign economic contract?
The timeline depends on the document’s scope and complexity, the number of language versions, the governing law, the need to verify the counterparty, and the number of negotiation rounds. After receiving the draft contract or a brief, we assess the scope of work and agree on the timeline before starting. Reviewing an existing contract is usually faster than drafting a new agreement and supporting negotiations.
What You Receive After Working with a Lawyer
Our goal is not simply to prepare a legally sound document, but to make the contract workable for a specific international transaction. Depending on the agreed scope of services, you receive:
- the final version of the foreign economic contract;
- a document containing the proposed amendments;
- comments on critical provisions;
- a schedule of disagreements;
- agreed appendices;
- a bilingual version of the document;
- an explanation of key risks and proposed solutions.
We pay particular attention to provisions that most often cause problems after signing, including payment procedures and deadlines, the point at which obligations are considered fulfilled, acceptance of goods or services, transfer of risks, liability, warranties, early termination, governing law, and dispute resolution mechanisms.
How We Make the Contract Review Process Clear for the Client
A foreign economic contract can contain dozens of pages, but not every amendment is equally important. Therefore, during our work, we:
- distinguish critical risks from editorial comments;
- show the proposed amendments in the contract text;
- explain why each specific amendment matters;
- suggest practical wording instead of giving vague recommendations to “change a clause”;
- explain the business implications of each option when several approaches are possible;
- agree on any additional scope of work before carrying it out.
As a result, the Client understands not only what the lawyer has changed, but also which risk the amendment addresses.
When Is It Particularly Important to Review a Foreign Economic Contract Before Signing?
A legal review is particularly important if:
- the foreign counterparty has provided its own template and insists on applying the law or using the courts of its country;
- the contract provides for a substantial advance payment, deferred payment, or staged payments;
- you are entering into a long-term supply, distribution, agency, or licensing agreement;
- the contract contains penalties, liability limitations, warranties, or a complex acceptance procedure;
- the transaction involves goods for which Incoterms®, customs documents, or permits are important;
- the subject matter of the contract includes IT services, software, intellectual property, confidential information, or personal data;
- performance deadlines may depend on foreign exchange restrictions, logistics, or sanctions-related requirements.
Contract Based on a Foreign Partner’s Terms: A Practical Review Example
Suppose a foreign supplier sends its standard contract and proposes the following terms:
- a substantial advance payment;
- a short period for submitting claims regarding the goods;
- a significant limitation of its own liability;
- application of the law of its country;
- resolution of all disputes by the court at the place of its registration.
Reviewing such a contract does not simply mean correcting legal wording. It is necessary to assess how these provisions work together: what happens if the supplier misses a deadline, the goods do not comply with the specifications, or you need to recover the advance payment.
We identify the provisions that pose the greatest risks, propose specific wording, and develop a position for negotiating these changes with the counterparty.
Why Pravova Dopomoha Law Firm’s Approach to Foreign Economic Contracts Is Convenient
We do not treat a contract as an isolated legal document. When working on a contract, we consider the entire transaction: what is being sold or purchased, how the money moves, which documents confirm performance, when risks are transferred, and what will actually happen if one of the parties breaches the agreement. Therefore, our task is not simply to point out that a particular clause is risky.
We propose specific wording, explain its business implications and, if included in the agreed scope of work, help negotiate the proposed changes with the foreign counterparty. You know the agreed scope of work, timeline, and cost in advance, and no additional expenses are incurred without prior approval.
If you already have a draft contract from your counterparty, send it to us for a preliminary assessment. If there is no contract yet, describe the transaction structure, the counterparty’s country, the subject matter, the payment terms, and the key commercial conditions. We will determine whether reviewing the existing draft is sufficient or whether it would be more appropriate to draft a foreign economic contract from scratch, and agree on the scope of work and cost before preparing the document.
