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International NonUS Agreement

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INTERNATIONAL NONUS AGREEMENT

Parties

Recitals

WHEREAS, Party A is engaged in the provision of services and/or goods outside the United States and possesses the technical, operational and administrative capacity to perform the services described in this Agreement; and

WHEREAS, Party B desires to obtain from Party A certain services and/or goods for use outside the United States in accordance with the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

Scope of Work

Party A shall perform the services and/or deliver the goods described below. Party A will perform such services in a professional and workmanlike manner consistent with industry standards and applicable laws of the country where the services are performed.

Payment Terms

In consideration for the services and goods described in the Scope of Work, Party B shall pay Party A in accordance with the following terms.

All payments are due in cleared funds to the bank account specified by Party A. Bank charges, exchange, transfer fees, taxes, duties and any withholding required by local authorities shall be borne by Party B unless otherwise agreed in writing.

Term and Termination

This Agreement shall commence on the Start Date and shall continue in effect until the End Date or the completion of the Scope of Work, whichever occurs later, unless earlier terminated in accordance with this Agreement.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party that remains uncured thirty (30) days after written notice specifying the breach. Termination for insolvency, bankruptcy, or force majeure shall be governed by the applicable clauses herein.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not use or disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as required to perform under this Agreement. Confidential Information includes non-public technical, business and financial information, but excludes information that is (a) already known to the Receiving Party without an obligation of confidentiality, (b) in the public domain through no fault of the Receiving Party, (c) independently developed by the Receiving Party, or (d) rightfully obtained from a third party without breach of any obligation of confidentiality.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of years from the date of disclosure.

Compliance, Export Controls and Taxes

Each party shall comply with all applicable laws, regulations and orders of relevant authorities, including export control and sanctions regimes. Party A shall not be required to provide any goods, services or technical data that would violate such laws. Party B is responsible for any import duties, local taxes, withholding taxes or other charges assessed by its jurisdiction unless otherwise agreed in writing.

Limitation of Liability and Indemnity

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or intellectual property rights, neither party shall be liable to the other for indirect, consequential or punitive damages. Each party shall indemnify and hold the other harmless from third-party claims arising from its breach of representations, applicable law, or negligent acts.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of: , without regard to conflict-of-law principles. The Parties shall attempt in good faith to resolve disputes by negotiation; if unresolved within 45 days, disputes shall be finally resolved by arbitration in the mutually agreed seat of arbitration under the applicable arbitration rules selected by the Parties.

Entire Agreement; Amendments

This Agreement, including all schedules and attachments, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior proposals, negotiations, and agreements, whether written or oral. Any amendment or modification must be in writing and signed by duly authorized representatives of both Parties.

Representations and Authority

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the individual signing on its behalf is authorized to do so.

Party A — Printed Name:

By:

Date:

Party B — Printed Name:

By:

Date:

Enter text✕

What the International NonUS Agreement Is and When It’s Used

An International NonUS Agreement is a contract that documents rights, obligations, or commercial terms between a U.S.-based party and one or more non-U.S. parties. Typical uses include cross-border service contracts, licensing arrangements, supply agreements, and engagement letters where at least one counterparty is located or incorporated outside the United States. These agreements address jurisdiction, governing law, currency, tax and withholding responsibilities, export controls, and compliance with U.S. regulatory regimes that may apply to foreign counterparties. Careful drafting reduces enforcement and operational risk when a foreign element is involved.

Why a Clear International NonUS Agreement Matters

A precise agreement clarifies expectations across borders, reduces ambiguity about law and venue, and allocates tax and compliance obligations. It also sets procedures for authentication, delivery, and dispute resolution when parties operate under different legal systems, protecting both commercial value and regulatory compliance.

Why a Clear International NonUS Agreement Matters

Common Users and Roles for This Agreement

Involving the right stakeholders early—legal, tax, and operations—reduces rework and helps ensure the agreement is enforceable and operationally feasible across jurisdictions.

  • International legal teams and outside counsel handling choice-of-law, jurisdiction, and enforceability concerns.
  • Finance and tax teams addressing withholding, invoicing currency, and foreign reporting obligations.
  • Contract managers and operations coordinating delivery, export controls, and cross-border performance requirements.

Who Signs and Their Roles

Authorized Corporate Signatory

A senior officer or an individual with explicit corporate authorization must sign for each entity. The signatory should be able to bind the organization and provide evidence of authority (board resolution or power of attorney) if requested by counterparties or courts.

Local Representative / Agent

When a party lacks a U.S. presence, a local agent or representative may be designated to accept notices and handle compliance locally; their authority and contact details should be clearly documented in the agreement.

Core Clauses to Include in a Professional Agreement

A well-drafted International NonUS Agreement contains clauses that directly address cross-border risks and operational practicalities to avoid disputes and regulatory gaps.

Governing Law

Specify which state or country law governs interpretation and performance, and whether forum selection or arbitration will apply to resolve disputes.

Jurisdiction and Dispute Resolution

Define the agreed forum, venue, or arbitration rules and include enforcement provisions for judgments and awards across borders.

Tax and Withholding

Assign responsibility for taxes and withholding, require taxpayer identification documentation (W-8 series for foreign payees), and address gross-up obligations if applicable.

Currency and Payments

State the invoicing currency, accepted payment methods, payment terms, and who bears bank fees and currency risk.

Compliance and Export Controls

Include representations and warranties for export control compliance, sanctions screening, and any required permits or authorizations.

Authentication and Delivery

Describe acceptable signature methods, notarization, remote online notarization if used, and the permitted channels for delivering executed copies.

Step-by-Step: Completing and Executing the Agreement

Follow a staged approach to reduce errors and confirm enforceability before final execution.

  • 01
    Drafting: Prepare clauses addressing jurisdiction, tax, payment, and compliance.
  • 02
    Review: Have legal and tax teams review for local and cross-border risks.
  • 03
    Authentication: Confirm signature method, notarization, or RON requirements for each party.
  • 04
    Execution: Collect signatures, date the document, and circulate fully executed copies.

How to Configure an Online Signing Workflow

Standardize signer order and authentication settings to reduce turnaround time and strengthen the audit trail.

Field Configuration
Signer Order Sequential or Parallel routing per negotiation needs
Authentication Email + SMS code or stronger methods for higher-risk parties
Attachments Require W-8/W-9 and corporate authority documents
Notifications Set reminders and final delivery of executed PDF

Where Copies Go After Execution

Define destination points and recordkeeping responsibilities before sending for signature to ensure compliance and availability.

  • Primary Recipient: Counterparty receives executed PDF and completion certificate
  • Internal Records: Legal and finance store signed copy in contract repository
  • Accounting: Invoices and tax forms routed to finance systems
  • Backups: Secure archival copy retained per retention policy

Digital Signing and Delivery Considerations

Ensure the chosen platform supports the authentication strength, auditability, and export formats required for cross-border enforcement.

  • Integrations: Salesforce, NetSuite, Google Workspace, Microsoft 365
  • Formats: PDF, DOCX, and HTML outputs supported
  • Authentication: Email, SMS, KBA, or advanced signer verification

Typical Timelines and Delivery Expectations

Set clear timelines for negotiation, signature, and delivery to avoid misunderstandings and ensure tax and compliance deadlines are met.

Negotiation Window:

30–60 days typical for complex cross-border terms

Signature Turnaround:

24–72 hours with electronic signing enabled

Tax Documentation:

Provide W-8/W-9 upon first payment or when requested

Notarization/RON:

Allow extra 3–10 business days if physical notarization required

Record Delivery:

Fully executed copies should be distributed within 24 hours of last signature

Key Milestones from Agreement Draft to Retention

Track the principal stages so stakeholders know expected actions and responsible teams.

01

Drafting and Internal Review

Legal and tax finalize terms and required exhibits before sending to counterparty.

02

Counterparty Review and Negotiation

Counterparty reviews, requests amendments, and returns redlines for final sign-off.

03

Execution and Authentication

Parties sign electronically or via notarized wet signature as required for enforceability.

04

Archival and Retention

Store executed agreement and supporting tax forms in secure repository per retention rules.

Common Mistakes to Avoid

  • Using inconsistent party names between the contract and tax forms, which can delay payments and create withholding liability.
  • Omitting explicit governing law or dispute resolution clauses, causing uncertainty about enforcement venue and remedies.
  • Failing to collect required tax documentation (W-8 series) before first payment, risking backup withholding or penalties.
  • Assuming a domestic notarization is sufficient for cross-border enforceability without verifying foreign acceptance rules.

Potential Consequences of an Incorrect Agreement

Unenforceability: Contract may be void or limited
Withholding Risk: Backup withholding or tax penalties
Breach Exposure: Increased damages and litigation costs
Regulatory Fines: Sanctions or export-control penalties
Operational Delays: Payment and delivery hold-ups
Reputational Harm: Loss of trust with partners

Real-World Examples of Cross-Border Agreement Use

These examples show how organizations use eSigning and integration to manage international counterparties and system handoffs.

Xerox — NetSuite Integration

A global services team standardized contract templates and integrated signing with NetSuite

  • Resulted in faster signature capture across geographies
  • The integration reduced manual uploads and improved tracking of executed agreements within ERP workflows, easing month-end reconciliation and audit readiness.

Martin Properties — Remote Execution

A real estate operator used remote execution and secure archives for overseas investors

  • Allowed notarized powers of attorney to be managed remotely
  • This approach reduced closing delays, improved investor documentation completeness, and provided consistent audit trails for title and tax compliance.

eSignature Pricing and Feature Snapshot for Cross-Border Agreements

Compare basic pricing and selected features relevant to international execution and compliance. signNow is listed first as the baseline reference.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial Yes, 7-day free trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions About Execution and Enforcement

Answers to frequent operational and legal questions when executing contracts that involve non-U.S. parties.


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