Updated: A Master Checklist for Drafting Contract Clauses in Transnational Matters

摘要

Dispute resolution agreements and clausesrnare found across a wide section of transactional contracts-from complex merger documents, to royalty agreements, oil exploration contracts and joint venture agreements.rnAt its best, dispute resolution clause drafting is the convergence of the business lawyer's negotiating skills and ability to foresee difficulties for his or her client, and the arbitration/litigation lawyers' insights about what clauses work best in what types of agreements and circumstances.rnAt its worst, drafting is a haphazard, last-minute guessing exercise by transaction lawyers at the 11th hour of a deal's closing-which down the road can cost the client significantly in terms of outcome and costs.rnThe checklist below revisits the key issues that counsel should consider when drafting ADR clauses, particularly for international transactions. This article reworks and expands our piece of nearlyrnfive years ago. See Joseph T. McLaugh-lin and Kathleen A. Scanlon, "A Master's Checklist for Drafting International Agreements that Use Alternative Dispute Resolution," 22 Alternatives 54 (October 2004).