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1. Foundations of Cross-Border Contracts

Course Orientation: Cross-Border Terms and Governing Law

Why Cross-Border Contracts Need Extra Care

Practice Text: International Sale of Goods Clause

2. Governing Law

What a Governing-Law Clause Actually Selects

Governing Law vs the Law of the Forum

Practice Text: Governing Law Clause

3. Jurisdiction and Dispute Forum

Jurisdiction/Forum Clauses

Exclusive vs Non-Exclusive Jurisdiction

Practice Text: Jurisdiction Clause

4. Arbitration Clauses

Seat, Rules, Language and Appointment

Arbitration vs Litigation Trade-offs

Practice Text: Arbitration Clause

5. Practical Cross-Border Reading Checks

Currency, Tax, and Delivery Terms

Time Zones, Language Versions and Notice Addresses

Practice Text: Multi-Language Contract Extract

6. Professional Caution and Communication

Hedged Language for Cross-Border Uncertainty

Integrated Clause Analysis: Conflicting Governing Law and Arbitration Clauses

Integrated Clause Analysis: Distribution Agreement Cross-Border Risk

Quiz

Question 1: In the Governing Law Clause (Lesson 5), what does the clause NOT determine?

Question 2: In the Jurisdiction Clause (Lesson 8), can a party bring a claim in a different country's courts?

Question 3: In the Arbitration Clause (Lesson 12), which four elements are specified?

Question 4: In the Language Clause (Lesson 15), which version controls if the English and Japanese texts differ?

Question 5: In the Governing Law and Arbitration clauses of Lesson 17, is there a legal error?

Survey and Feedback

Course Feedback Survey

Read governing law, jurisdiction and arbitration clauses accurately, and identify the practical cross-border details that most affect commercial contracts.

Learn to read governing law, jurisdiction and arbitration clauses accurately, and identify the practical details that make cross-border contracts genuinely risky when overlooked.

TOLES Advanced: Cross-Border Terms and Governing Law

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